Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 23, 2009, Symantec Corporation (the "Company") entered into an
employment agreement (the "Agreement") with Enrique Salem, the Company's
President and Chief Executive Officer. The Agreement is filed herewith as
Exhibit 10.01 and is incorporated by reference in its entirety into this
Item 5.02.
The Agreement provides Mr. Salem with certain benefits upon the involuntary
termination of his employment under certain circumstances.
In the event of (1) an involuntary termination of Mr. Salem's employment by the
Company for any reason other than "Cause" (as defined in the Agreement), death
or permanent disability or (2) Mr. Salem's resignation for "Good Reason" (as
defined in the Agreement), and in the absence of a "Change in Control" (as
defined in the Agreement), then Mr. Salem shall generally be entitled to (x) a
lump-sum cash payment of 3.375 times his base salary then in effect (currently
$625,000 per annum) within 60 days following the termination date;
(y) reimbursement of COBRA premiums for a 12-month period after the termination
date; and (z) acceleration of any unvested stock options and unvested restricted
stock units that would have vested within one year of the termination date.
In the event of (1) an involuntary termination of Mr. Salem's employment by the
Company for any reason other than Cause, death or permanent disability or
(2) Mr. Salem's resignation for Good Reason, in either case that occurs (A) at
the same time as, or within the twelve (12) month period following, the
consummation of a Change in Control or (B) within the sixty (60) day period
prior to the date of a Change in Control where the Change in Control was under
consideration at the time of Mr. Salem's termination date, then Mr. Salem shall
generally be entitled to (x) a lump-sum cash payment of 4.5 times his base
salary then in effect within 60 days following the termination date;
(y) reimbursement of COBRA premiums for a 12-month period after the termination
date; and (z) full acceleration of any then-unvested stock options and
restricted stock units.
All payments to Mr. Salem as described in the paragraphs above are contingent
upon Mr. Salem's execution, delivery and non-revocation of a customary release
of claims in agreed form.
In the event of the death or permanent disability of Mr. Salem, he and his
spouse and his eligible dependents will be entitled to certain benefits.
Mr. Salem shall not be entitled to any benefits under the agreement in the case
of his involuntary termination for Cause or his resignation under circumstances
that do not constitute Good Reason.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Exhibit Title or Description
10.01 Employment Agreement, dated as of September 23, 2009, by and between
Symantec Corporation and Enrique Salem.
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