{"id":39985,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/fy12-long-term-incentive-plan-symantec.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"fy12-long-term-incentive-plan-symantec","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/fy12-long-term-incentive-plan-symantec.html","title":{"rendered":"FY12 Long Term Incentive Plan – Symantec"},"content":{"rendered":"

FY12 Long Term Incentive Plan
\n(LTIP)<\/strong><\/p>\n

This Long Term Incentive Plan (“LTIP”) of Symantec Corporation (“Symantec” or
\nthe “Company”) is effective as of April 2, 2011. The Board of Directors reserves
\nthe right to alter or cancel all or any portion of the LTIP for any reason at
\nany time.<\/p>\n

1<\/p>\n

\n

FY12 Long Term Incentive Plan<\/strong><\/p>\n\n\n\n\n<\/tr>\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Purpose:<\/p>\n<\/td>\n

<\/td>\n\n

Provide critical focus on specific, measurable corporate goals and provide
\nperformance-based compensation based upon the level of attainment of such goals
\nand ensure retention of key executives of the Company.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Amount:<\/p>\n<\/td>\n

<\/td>\n\n

LTIP target cash payments (“LTIP Payments”) will be determined and approved
\nby the Compensation Committee of the Company153s Board of Directors (the
\n“Committee”), with input from the CEO and Chairman of the Board. LTIP Payments
\nwill be determined and paid based on the actual achievement of the performance
\nmetric set forth below against the target performance metric under the LTIP for
\nthe Company153s fiscal year ending March 30, 2012 in which Target LTIP Awards are
\ngranted under this LTIP (the “(Performance Period”). All LTIP Payments will be
\nsubject to the Company153s collection of applicable payroll taxes and
\nwithholdings, and the Participant will only receive the net amount remaining
\nafter such taxes and withholdings have been collected.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Eligibility:<\/p>\n<\/td>\n

<\/td>\n\n

Participants shall be at levels of senior vice president or above, and shall
\nbe recommended for eligibility by the CEO and the Chairman of the Board and
\napproved by the Committee prior to the end of the Performance Period
\n(individually, a “Participant” and, collectively, the “Participants”).
\nParticipants must be in an eligible position for at least 60 days before the end
\nof the Performance Period. Employees hired or promoted into an eligible position
\nwith less than 60 days remaining in the Performance Period will not be eligible
\nfor an LTIP Payment. The calculation of the LTIP Payment for a Participant that
\nbecomes eligible during the Performance Period will be pro-rated based on the
\nnumber of days the Participant is in an eligible position during the Performance
\nPeriod.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Service Requirement:<\/p>\n<\/td>\n

<\/td>\n\n

The long-term incentive will be measured at the end of the Performance
\nPeriod. However, no Participant shall earn or accrue any right to the long-term
\nincentive based on the level of performance metric attained for the Performance
\nPeriod unless that individual remains in the continuous active employ of the
\nCompany (or any majority or greater owned subsidiary) through the last day of
\nthe second (2nd<\/sup>) fiscal year following the end of the Performance
\nPeriod (the Requisite Service Period”). Upon the completion of the Requisite
\nService Period, the incentive bonus earned on the basis of both the attained
\nperformance metric and the completed service period will be paid (the “Payment
\nDate”). However, any payment due under this LTIP is at the sole discretion of
\nthe Committee. A Participant (or any majority or greater owned subsidiary)
\nterminates for any reason before his or her completion of the Requisite Service
\nPeriod will not be eligible to receive the LTIP Payment or any prorated portion
\nthereof, except to the limited extent set forth below.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Performance Metric:<\/p>\n<\/td>\n

<\/td>\n\n

The Company153s Operating Cash Flow achievement for the Performance Period
\nagainst target Operating Cash Flow for the Performance Period will be used to
\ndetermine the eligibility for an LTIP Payment. “Operating Cash Flow” is
\ndetermined based on the Company153s budgeted cash flow and is equal to the
\noperating cash flow that is communicated to public investors via filings with
\nthe Securities and Exchange Commission[.], but Operating Cash Flow metric for
\nthe Performance Period shall in all events be established within the first
\nninety (90) days of the Performance Period.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Achievement Schedule:<\/p>\n<\/td>\n

<\/td>\n\n

A 100% LTIP Payment will be paid to the Participant who completes the
\nRequisite Service Period if 100% of budgeted Operating Cash Flow is attained
\nwith respect to the Performance Period (the “Target LTIP Award”). The Target
\nLTIP Awards shall be set forth on a schedule approved by the Committee within 90
\ndays of the beginning of the<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2<\/p>\n

\n\n\n\n\n<\/tr>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Performance Period. A Participant who completes the Requisite Service Period
\nis eligible for 25% of the Target LTIP Award if at least 85% of budgeted
\nOperating Cash Flow is attained with respect to the Performance Period and for
\n200% of the Target LTIP Award if at least 120% of budgeted Operating Cash Flow
\nis attained with respect to the Performance Period. Achievement of budgeted
\nOperating Cash Flow between 85% and 200% will be prorated. Achievement of
\nbudgeted Operating Cash Flow shall be certified by the Committee
\n(“Certification”) following the end of the Performance Period and prior to the
\nPayment Date or any alternative date of payment.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Death Disability
\nInvoluntary
\nTermination:<\/p>\n<\/td>\n

<\/td>\n\n

If a Participant153s employment with the Company (or any majority or greater
\nowned subsidiary) terminates by reason of death, total and permanent disability
\nor an involuntary termination other than for cause (as defined below) after the
\nlast day of the Performance Period but prior to the completion of the Requisite
\nService Period, then that Participant shall be entitled to payment of a prorated
\nportion of the LTIP Payment that would have otherwise been payable to the
\nParticipant based on the actual level at which the Operating Cash Flow
\nperformance metric is attained, had he or she completed the Requisite Service
\nPeriod (the “Base Amount”). The prorated portion shall be calculated by
\nmultiplying the Base Amount by a fraction, the numerator of which is the number
\nof calendar months rounded up to the next whole month) the Participant was in
\nthe employ of the Company (or any majority or greater owned subsidiary) during
\nthe period commencing with the start of the Performance Period and ending with
\nhis or her termination date, and the denominator of which is thirty-six (36)
\nmonths. Such prorated amount shall be paid to the Participant on his or her
\ntermination date or as soon as administratively practicable thereafter, but in
\nno event later than the fifteenth (15th) day of the third (3rd) calendar month
\nfollowing such termination date. In no event, however, will any prorated LTIP
\nPayment be made to the Participant if the applicable Operating Cash Flow
\nperformance metric is not attained at a level at or above the 85% threshold
\nlevel or if the Participant voluntarily leaves the employ of the Company (or any
\nmajority or greater owned subsidiary) prior to the completion of the Requisite
\nService Period.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

For purposes of the foregoing, an individual will be deemed to have been
\ninvoluntarily terminated for cause, and thus ineligible for any prorated LTIP
\nPayment if such individual is discharged or dismissed from employment for one or
\nmore of the following reasons or actions:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(i) gross negligence or willful misconduct in the performance of duties to
\nthe Company (other than as a result of a disability) that has resulted or is
\nlikely to result in substantial and material damage to the Company, after a
\ndemand for substantial performance is delivered by the Company which
\nspecifically identifies the manner in which it believes the individual has not
\nsubstantially performed his\/her duties and provides the individual with a
\nreasonable opportunity to cure any alleged gross negligence or willful
\nmisconduct; (ii) commission of any act of fraud with respect to the Company or
\nits affiliates; or (iii) conviction of a felony or a crime involving moral
\nturpitude causing material harm to the business and affairs of the Company.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Leave of Absence:<\/p>\n<\/td>\n

<\/td>\n\n

In the event a Participant takes a leave of absence from the Company after
\nthe end of the Performance Period but prior to the completion of the Requisite
\nService Period, the type of leave and time away from the Company may be taken
\ninto consideration as the basis for a prorated LTIP Payment determined in the
\nsole discretion of the Committee, with any such prorated LTIP Payment to be
\nbased on such Participant153s period of active employment during the period
\ncommencing with the start of the Performance Period and ending with the last day
\nof the Requisite Service Period, but excluding the period of<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3<\/p>\n

\n\n\n\n\n<\/tr>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

such leave of absence. Any such prorated amount shall be paid to the
\nParticipant on the Payment Date or such earlier date as may be necessary to
\navoid a deferred compensation arrangement under Section 409A of the Internal
\nRevenue Code. In no event, however, will any such prorated LTIP payment be made
\nto the Participant if the applicable Operating Cash Flow performance metric is
\nnot attained at a level at or above the 85% threshold level.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Exchange Rates:<\/p>\n<\/td>\n

<\/td>\n\n

Neither LTIP Payments nor Operating Cash Flow will be adjusted for any
\nfluctuating currency exchange rates.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Adjustments:<\/p>\n<\/td>\n

<\/td>\n\n

In the event of an accretive event, such as a stock buyback, or other events
\nthat might have an effect on the Operating Cash Flow, such as an acquisition or
\npurchase of products or technology, the Committee may at its discretion adjust
\nthe Operating Cash Flow to reflect the potential impact upon the Company153s
\nfinancial performance consistent with generally accepted accounting principals
\nand Accounting Principles Board Opinion No. 30.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Change of Control:<\/p>\n<\/td>\n

<\/td>\n\n

In the event of a Change of Control of the Company (as defined in the
\nCompany153s Executive Retention Plan) (i) all unpaid LTIP Payments for the
\nPerformance Period (where the Performance Period has been completed and
\nCertification has occurred prior to the Change of Control) and (ii) all Target
\nLTIP Awards for the Performance Period (where the Performance Period has not
\nbeen completed and Certification has not occurred prior to the Change of
\nControl) whether or not 100% budgeted Operating Cash Flow has been attained for
\nsuch Performance Period, shall be paid in full on the Change of Control.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

LTIP Provisions:<\/p>\n<\/td>\n

<\/td>\n\n

This LTIP is adopted under the Symantec Senior Executive Incentive Plan as
\namended and restated as of September 22, 2008 and approved by Symantec153s
\nstockholders on September 22, 2008.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Participation in the LTIP does not guarantee participation in other or future
\nincentive plans. LTIP structures and participation will be determined on a
\nyear-to-year basis.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

The Company153s Board of Directors reserves the right to alter or cancel all or
\nany portion of the LTIP for any reason at any time. The LTIP shall be
\nadministered by the Committee and the Committee shall have all powers and
\ndiscretion necessary or appropriate to administer and interpret the LTIP.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

The Company153s Board of Directors reserves the right to modify or amend this
\nLTIP or a Target LTIP Award under this LTIP with regard to Company performance
\nin light of events outside the control of management and\/or Participant.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 409A:<\/p>\n<\/td>\n

<\/td>\n\n

The payment provisions are designed to qualify for the short-term deferral
\nexception to Section 409A of the Internal Revenue Code. Accordingly, for
\nParticipants who complete the Requisite Service Period requirement, the Payment
\nDate shall occur within two and one-half (21<\/sup>\/2) months following the
\ncompletion of the Requisite Service Period. For Participants who become entitled
\nto a prorated LTIP Payment upon the termination of their employment by reason of
\ndeath, disability or involuntary termination other than for cause, the payment
\nwill be made within two and one-half (21<\/sup>\/2) months following their
\ntermination date. LTIP Payments shall be payable solely from the general assets
\nof the Company.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Restatement of<\/p>\n<\/td>\n

<\/td>\n\n

If the Company153s financial statements are the subject of a restatement due to
\nerror or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

4<\/p>\n

\n\n\n\n\n<\/tr>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Financial Results:<\/p>\n<\/td>\n

<\/td>\n\n

misconduct, to the extent permitted by governing law, in all appropriate
\ncases, the Company will seek reimbursement of excess incentive cash compensation
\npaid under the LTIP to Participants for the Performance Period covered by such
\nfinancial statements. For purposes of this LTIP, excess incentive cash
\ncompensation means the positive difference, if any, between (i) the LTIP Payment
\npaid to each Participant and (ii) the LTIP Payment that would have been made to
\nthat Participant had the Operating Cash Flow performance metric been calculated
\nbased on the Company153s financial statements as restated. The Company will not be
\nrequired to award any Participant an additional LTIP Payment should the restated
\nfinancial statements result in a higher LTIP Payment.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

No Employment Rights:<\/p>\n<\/td>\n

<\/td>\n\n

A Participant153s employment with the Company shall be as an “at will”
\nemployee. Nothing in the LTIP shall either confer upon any Participant the right
\nto continue in the employ of the Company or interfere with or restrict in any
\nway the rights of the Company to discharge or change the terms of employment (or
\nof any employment agreement) of any Participant at any time for any reason
\nwhatsoever, with or without cause.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Governing Law:<\/p>\n<\/td>\n

<\/td>\n\n

This LTIP shall be governed by the laws of the State of California.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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