Symantec 2016 Annual Report Download - page 79

Michael A. Brown
As discussed above, in connection with the CEO Transition and in consideration for the role Mr. Brown
would play in connection with the CEO Transition, we entered into an amendment to Mr. Brown’s employment
agreement on April 28, 2016 which governs the payouts to Mr. Brown upon certain termination scenarios (the
“Brown Amended Agreement”). Under the Brown Amended Agreement, Mr. Brown was entitled to the cash
severance and equity acceleration benefits to which he would have been entitled under his employment agree-
ment, prior to its amendment, had he been involuntarily terminated or resigned for Good Reason (as defined in
the Brown Amended Agreement), and provides that he would be entitled to receive his existing compensation
through October 28, 2016, even if his employment terminates earlier. On August 1, 2016, the Blue Coat Acquis-
ition closed and Mr. Brown was entitled to certain of these benefits as he ceased to serve as our Chief Executive
Officer on that date. As set forth in the Brown Amended Agreement, the Symantec Executive Retention Plan and
the Symantec Executive Severance Plan would not apply to Mr. Brown.
Under the Brown Amended Agreement, upon (a) an involuntary termination of Mr. Brown’s employment by
Symantec for any reason other than Cause (as defined therein), death or Disability (as defined therein),
(b) Mr. Brown’s resignation for Good Reason (as defined therein), or (c) Mr. Brown’s otherwise automatic
termination on October 28, 2016 under the Brown Amended Agreement, Mr. Brown shall be entitled to (u) a
cash payment equal to three times (3x) his base salary and target bonus, (v) eligible family COBRA benefits for
up to 18 months following his termination, (w) a pro-rated portion of his annual base salary between April 28,
2016 and October 28, 2016, (x) the prorated portion of Mr. Brown’s target bonus for fiscal 2017, (y) acceleration
of vesting on Mr. Brown’s RSUs through October 28, 2016, and (z) vesting of any PRUs held by Mr. Brown
pursuant to the applicable PRU agreement through October 28, 2016.
The following table summarizes the value of the payouts to Mr. Brown pursuant to the Symantec Executive
Retention Plan and the Symantec Executive Severance Plan, assuming a qualifying termination as of April 1,
2016. The payouts below would be the same under the Brown Amended Agreement assuming the Brown
Amended Agreement were in effect as of April 1, 2016:
Severance
Pay
COBRA
Premiums RSU Vesting
PRU
Vesting
Involuntary Termination Because of Market Conditions
or Division Performance ....................... $7,504,200 — — $ 6,079,884
Termination Without Cause or Constructive
Termination Within 12 Months of a Change of
Control ..................................... $5,000,000 $37,521 $4,550,455 $11,252,744
Termination Without Cause ...................... $7,504,200 $37,521 — $ 6,079,884
Termination Due to Death or Disability ............. — — — $ 6,079,884
Equity Compensation Plan Information
The following table gives information about Symantec’s common stock that may be issued upon the
exercise of options, warrants and rights under all of Symantec’s existing equity compensation plans as of April 1,
2016:
Equity Compensation Plan Information
Plan Category
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column (a))
(a) (b) (c)
Equity compensation plans approved by
security holders ................... 18,969,852 $0.30 61,600,927(1)
Equity compensation plans not approved
by security holders ................. —(2) — —
Total .............................. 18,969,852 $0.30 61,600,927
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