Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
FY10 Executive Annual Incentive Plans
On May 5, 2009, the Company adopted FY10 Executive Annual Incentive Plans for
its executive officers, including the named executive officers. Under the terms
of these plans, the named executive officers will be eligible to receive
performance-based incentive bonuses based on the Company's achievement of
specified performance metrics. For our named executive officers, the target
payouts under the FY10 Executive Annual Incentive Plans are 80% to 125% of a
participant's annual base salary at 100% achievement. For our chief executive
officer, the actual bonus amounts are subject to the following metrics and
weighting: (a) achievement of targeted annual revenue growth of Symantec (50%
weighting); and (b) achievement of targeted annual earnings per share growth of
Symantec (50% weighting). For all other named executive officers, the actual
bonus amounts are subject to the following metrics and weighting:
(a) achievement of targeted annual revenue growth of Symantec (50% weighting);
(b) achievement of targeted annual earnings per share growth of Symantec (20%
weighting); and (c) achievement of the named executive officer's business unit
performance (30% weighting). With respect to all metrics, the calculations will
be made assuming that foreign currency is held constant at plan rates. The
measurement periods for all metrics and earnings per share growth is the fiscal
year ending on April 2, 2010. During the 2010 fiscal year, no participant shall
receive an award of more than $5 million under the FY10 Executive Annual
Incentive Plans. John Thompson, our retired Chief Executive Officer and current
Chairman of the Board, will not participate in the FY10 Executive Annual
Incentive Plan.
Adoption of FY10 Long Term Incentive Plan (LTIP)
On May 5, 2009, the Company adopted the FY10 Long Term Incentive Plan for its
executive officers (the "Participants"). Under the terms of this plan, the
Participants will be eligible to receive performance-based compensation based
upon the level of attainment of target performance metrics through the Company's
fiscal year ending April 2, 2010 (the "Performance Period"). The long-term
incentive will be measured at the end of the Performance Period and paid
following the last day of the second (2nd) fiscal year following the end of the
Performance Period (the "Payment Date"). A Participant must be an employee of
the Company on the Payment Date to receive the payment. Subject to certain
exceptions, a Participant who terminates his or her employment with the Company
before the Payment Date will not be eligible to receive the payment or any
prorated portion thereof.
The Company's operating cash flow achievement for the Performance Period against
target operating cash flow for the Performance Period will be used to determine
the eligibility for a payment. A 100% payment will be paid to a participant if
100% of budgeted operating cash flow is attained with respect to the Performance
Period (the "Target LTIP Award"). For Enrique Salem, our President and Chief
Executive Officer, the Target LTIP award is 320% of his current base salary. For
our other named executive officers, the Target LTIP Awards are between 50-73% of
current base salary. A participant is eligible for 25% of the Target LTIP Award
if at least 85% of budgeted Operating Cash Flow is attained with respect to the
Performance Period and for up to 200% of the Target LTIP Award if at least 120%
of budgeted Operating Cash Flow is attained with respect to the Performance
Period. John Thompson, our retired Chief Executive Officer and current Chairman
of the Board, will not participate in the FY10 Long Term Incentive Plan.
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