Symantec 2016 Annual Report Download - page 76

March 31, 2018 in the event we meet performance conditions. Additionally, in connection with the closing of the
Blue Coat Acquisition, we assumed options to purchase a number of shares of our common stock equal to
(x) 2,601,625 shares at an exercise price of $6.73 per share and (y) 79,287 shares at an exercise price of $1.69 per
share. These options vest over a two-year period of continuous service from August 1, 2016 and are subject to
transfer restrictions until August 1, 2018 but may be released from such restrictions on or after August 1, 2017 if
our common stock achieves a specified trading price over a defined period as set forth in the agreement.
Pursuant to the agreement, Mr. Fey is entitled to receive certain benefits upon the involuntary termination of
his employment under certain circumstances. In the event of (i) an involuntary termination of Mr. Fey’s
employment by us for any reason other than “Cause” (as defined in the agreement), (ii) Mr. Fey’s resignation for
“Good Reason” (as defined in the agreement) or (iii) the termination of Mr. Fey’s employment due to his death
or permanent disability, Mr. Fey will be entitled to acceleration of 100% of any unvested portion of the stock
options described in the paragraph above. In addition, Mr. Fey is eligible participate in our Executive Severance
Plan. All severance benefits described above are conditioned upon Mr. Fey’s execution of a customary release of
claims in agreed form in our favor.
Non-Qualified Deferred Compensation in Fiscal 2016
In fiscal 2016, certain management employees on our U.S. payroll with a base salary of $150,000 or greater,
including each of the named executive officers, were eligible to participate in the Symantec Corporation Deferred
Compensation Plan. The plan provides the opportunity for participants to defer up to 75% of base salary and
100% of variable pay each year. Variable pay includes all bonus and commission payments. Deferral elections
must be made prior to the beginning of a calendar year and cannot be revoked as of the day immediately prior to
commencement of that year. The plan is “unfunded” and all deferrals are general assets of Symantec. Amounts
deferred by each participant under the plan are credited to a bookkeeping account maintained on behalf of each
participant. The bookkeeping account under the plan will then be adjusted based on the performance of the
measurement funds that have been selected by the participant. The measurement funds available under the plan
are substantially identical to the investment funds available under our 401(k) plan. Each participant may change
their measurement fund selections on a daily basis. The plan requires that benefits accumulated in the book-
keeping accounts for each participant not meeting a 5-year service requirement to be distributed to the participant
following his or her termination of employment with us for any reason. If a 5-year service requirement has been
met, accumulated benefits will be distributed according to the participant’s designated payment election. The
plan permits us to terminate the plan and make such a distribution in the event of a change in control of
Symantec. We intend to take such action in the event of a change in control of Symantec.
None of our named executive officers participated in the Symantec Deferred Compensation Plan during
fiscal 2016.
Potential Payments Upon Termination or Change-In-Control
Set forth below is a description of the plans and agreements that could result in potential payouts to our
named executive officers in the case of their termination of employment and/or a change in control of Symantec.
Symantec Executive Retention Plan
In January 2001, the Board approved the Symantec Executive Retention Plan, to deal with employment
termination resulting from a change in control of the Company. The plan was modified by the Board in July
2002, April 2006, June 2007, April 2012 and February 2016. Under the terms of the plan, all equity compensa-
tion awards (including, among others, stock options, RSUs and PRUs) granted by the Company to the Compa-
ny’s Section 16(b) officers (including our named executive officers) would become fully vested (at target or to
the extent of achievement for PRUs) and, if applicable, exercisable following a change in control of the Company
(as defined in the plan) after which the officer’s employment is terminated without cause or constructively
terminated by the acquirer within 12 months after the change in control. In the case of PRUs, PRUs will vest at
target if the change in control occurs prior to the first performance period, will vest as to eligible shares if the
change in control occurs following the first performance period but before achievement is determined with
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