{"id":40251,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/performance-based-rsu-award-agreement-symantec.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"performance-based-rsu-award-agreement-symantec","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/performance-based-rsu-award-agreement-symantec.html","title":{"rendered":"Performance-based RSU Award Agreement – Symantec"},"content":{"rendered":"

SYMANTEC CORPORATION<\/strong>PERFORMANCE BASED RESTRICTED
\nSTOCK UNIT<\/strong><\/u>AWARD
\nAGREEMENT<\/strong><\/u>RECITALS<\/strong><\/u><\/p>\n

A. The Board has adopted the Plan for the purpose of providing incentives to
\nattract, retain and motivate eligible persons whose present and potential
\ncontributions are important to the success of Symantec Corporation (the
\n“Company”) and its Subsidiaries and Affiliates. B. The Participant is to render
\nvaluable services to the Company and\/or its Subsidiaries and Affiliates, and
\nthis Performance Based Restricted Stock Unit Agreement is executed pursuant to,
\nand is intended to carry out the purposes of, the Plan in connection with the
\nCompany153s issuance of rights in respect of Common Stock in the form of
\nPerformance Based Restricted Stock Units (each, a “PRU”). C. All capitalized
\nterms in this Agreement shall have the meaning assigned to them in Appendix A or
\nB attached hereto. All undefined terms shall have the meaning assigned to them
\nin the Plan. NOW, THEREFORE<\/strong>, it is hereby agreed as follows: 1.
\nGrant of Performance Based Restricted Stock Units<\/strong><\/u>. The
\nCompany hereby awards to the Participant PRUs under the Plan. Each PRU
\nrepresents the right to receive one share of Common Stock on vesting based on
\nachievement of the performance objectives set forth in Appendix B (each, a
\n“Share”), subject to the provisions of this Agreement (including any Appendices
\nhereto). The number of shares of Common Stock subject to this Award, the
\napplicable vesting schedule for the PRUs and the Shares, the dates on which
\nthose vested Shares shall be issued to Participant and the remaining terms and
\nconditions governing this Award shall be as set forth in this Agreement
\n(including any Appendices hereto). AWARD SUMMARY<\/strong><\/p>\n\n\n\n\n<\/tr>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
Award Date and Number of Shares Subject to Award: <\/u><\/td>\n<\/td>\n\n

As set forth in the Notice of Grant of Award (the “Notice of Grant”).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
Vesting Schedule: <\/u><\/td>\n<\/td>\n\n

The Shares shall vest pursuant to the schedule set forth on Appendix B
\nhereto.<\/p>\n<\/td>\n<\/tr>\n

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

Subject to the provisions of Appendix B hereto, the Shares that may be earned
\non each applicable vesting date shall vest on that date only if the employment
\nof the Participant has not Terminated as of such date, and no additional Shares
\nshall vest following the Participant153s Termination.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
Issuance Schedule<\/u><\/td>\n<\/td>\n\n

The Shares in which the Participant vests shall be issuable as set forth in
\nParagraph 6. However, the actual number of vested Shares to be issued will be
\nsubject to the provisions of Paragraph 7 (pursuant to which the applicable
\nwithholding taxes are to be collected) and Appendix B.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

2. Limited Transferability<\/strong><\/u>. This Award, and any
\ninterest therein, shall not be transferable or assignable by the Participant,
\nand may not be made subject to execution, attachment or similar process,
\notherwise than by will or by the laws of descent and distribution or as
\nconsistent with this Agreement and the Plan. 3. Cessation of
\nService<\/strong><\/u>. Subject to the provisions of Appendix B hereto, should the
\nParticipant153s service as an employee, director, consultant, independent
\ncontractor or advisor to the Company or a Parent, Subsidiary or an Affiliate of
\nthe Company be Terminated for any reason (whether or not in breach of local
\nlabor laws) prior to vesting in one or more Shares subject to this Award, then
\nthe PRUs covering such unvested Shares will be immediately thereafter cancelled,
\nthe Participant shall cease to have any right or entitlement to receive any
\nShares under those cancelled PRUs and the Participant153s right to receive PRUs
\nand vest under the Plan, if any, will terminate effective as of the date that
\nthe Participant is no longer actively providing service; in no event will the
\nParticipant153s service be extended by any notice period mandated under local law
\n(e.g<\/em>., active service would not include a period of “garden leave” or
\nsimilar period pursuant to local law). For purposes of service, transfer of
\nemployment between the Company and any Subsidiary or Affiliate shall not
\nconstitute Termination of Service. The Committee shall have the exclusive
\ndiscretion to determine when the Participant is no longer actively providing
\nservice for purposes of the Plan. 4. Corporate
\nTransaction<\/strong><\/u>. Subject to the provisions of Appendix B hereto: a. In
\nthe event of a Corporate Transaction, any or all outstanding PRUs subject to
\nthis Agreement may be assumed, converted or replaced by the successor
\ncorporation (if any), which assumption, conversion or replacement will be
\nbinding on the Participant, or the successor corporation may substitute an
\nequivalent award or provide substantially similar consideration to the
\nParticipant as was provided to stockholders (after taking into account the
\nexisting provisions of the PRUs). b. In the event such successor corporation (if
\nany) fails to assume this Award or substitute an equivalent award (as provided
\nin Paragraph 4(a) above) pursuant to a Corporate Transaction, this Award will
\nexpire on such transaction at such time and on such conditions as the Board
\nshall determine. c. Any action taken pursuant to clauses (a) or (b) above must
\neither (i) preserve the exemption of these PRUs from Section 409A of the Code or
\n(ii) comply with Section 409A of the Code. d. This Agreement shall not in any
\nway affect the right of the Company to adjust, reclassify, reorganize or
\notherwise change its capital or business structure or to merge, consolidate,
\ndissolve, liquidate or sell or transfer all or any part of its business or
\nassets. 5. Adjustment in Shares<\/strong><\/u>. Should any change be
\nmade to the Common Stock by reason of any stock dividend, recapitalization,
\nstock split, reverse stock split, subdivision, combination, reclassification or
\nsimilar change in the capital structure of the Company without consideration or
\nif there is a change in the corporate structure, then appropriate adjustments
\nshall be made to the total number and\/or class of securities issuable pursuant
\nto this Award in order to reflect such change and thereby preclude a dilution or
\nenlargement of benefits hereunder.<\/p>\n

2<\/p>\n

\n

6. Issuance of Shares of Common Stock<\/strong><\/u>. a. As soon as
\npracticable following the applicable vesting date of any portion of the PRU
\n(including the date (if any) on which vesting of any portion of this PRU
\naccelerates), the Company shall issue to or on behalf of the Participant a
\ncertificate (which may be in electronic form) for the applicable number of
\nunderlying shares of Common Stock that so vested, subject, however, to the
\nprovisions of Paragraph 7 pursuant to which the applicable withholding taxes are
\nto be collected. In no event shall the date of settlement (meaning the date that
\nshares of Common Stock are issued) be later than two and one half
\n(21<\/sup>\/2) months after the later of (i) the end of the Company153s fiscal
\nyear in which the applicable vesting date occurs or (ii) the end of the calendar
\nyear in which the applicable vesting date occurs. b. If the Company determines
\nthat the Participant is a “specified employee,” as defined in the regulations
\nunder Section 409A of the Code, at the time of the Participant153s “separation
\nfrom service,” as defined in those regulations, then any units that otherwise
\nwould have been settled during the first six months following the Participant153s
\nseparation from service will instead be settled during the seventh month
\nfollowing the Participant153s separation from service, unless the settlement of
\nthose units is exempt from Section 409A of the Code. c. In no event shall
\nfractional Shares be issued. d. The holder of this Award shall not have any
\nstockholder rights, including voting rights, with respect to the Shares subject
\nto the PRUs until the Award holder becomes the record holder of those Shares
\nfollowing their actual issuance and after the satisfaction of the Tax
\nObligations (as defined below). 7. Tax
\nObligations<\/strong><\/u>. <\/strong>The Participant hereby agrees to make
\nadequate provision for any sums required to satisfy the applicable federal,
\nstate, local and foreign employment, social insurance, payroll, income and other
\ntax withholding obligations of the Company or any Affiliate (the “Tax
\nObligations”) that arise in connection with this Award. The satisfaction of the
\nTax Obligations shall occur at the time the Participant receives a distribution
\nof Common Stock or other property pursuant to this Award, or at any time prior
\nto such time or thereafter as reasonably requested by the Company and\/or any
\nAffiliate in accordance with applicable law. The Participant hereby authorizes
\nthe Company, at its sole discretion and subject to any limitations under
\napplicable law, to satisfy any such Tax Obligations by any of the following
\nmethods: (1) in the event the PRU is to be settled in part in cash rather than
\nsettled in full in Shares, withholding from the cash to be distributed to the
\nParticipant in settlement of this Award, (2) permitting the Participant to enter
\ninto a “same day sale” commitment with a broker-dealer that is a member of the
\nNational Association of Securities Dealers (an “NASD Dealer”) whereby the
\nParticipant irrevocably elects to sell a portion of the Shares to be delivered
\nunder the Award to satisfy the applicable Tax Obligations and whereby the NASD
\nDealer irrevocably commits upon receipt of such Shares to forward the proceeds
\nnecessary to satisfy the Tax Obligations directly to the Company and\/or its
\nAffiliates, and (3) withholding Shares that are otherwise to be issued and
\ndelivered to the Participant under this Award in satisfaction of the Tax
\nObligations; provided, however<\/em><\/strong>, that the amount of the
\nShares so withheld pursuant to alternative (3) shall not exceed the amount
\nnecessary to satisfy the required Tax Obligations using the minimum statutory
\nwithholding rates that are applicable to this kind of income. In addition, to
\nthe extent this Award is not settled in cash, the Company is authorized to
\nsatisfy any Tax Obligations by withholding for the Tax Obligations from wages
\nand other cash compensation payable to the Participant or by causing the
\nParticipant to tender a cash payment to the Company if the Committee determines
\nin good faith at the time the Tax Obligations arises that withholding pursuant
\nto the foregoing alternatives (2) and (3) above are not in the best interest of
\nthe Company or the Participant. In the event<\/p>\n

3<\/p>\n

\n

the Tax Obligations arises prior to the delivery to the Participant of Common
\nStock or it is determined after the delivery of Shares or other property that
\nthe amount of the Tax Obligations was greater than the amount withheld by the
\nCompany and\/or any Affiliate, the Participant shall indemnify and hold the
\nCompany and its Affiliates harmless from any failure by the Company and\/or any
\nAffiliate to withhold the proper amount. The Company may refuse to deliver the
\nShares if the Participant fails to comply with the Participant153s obligations in
\nconnection with the Tax Obligations as described in this Paragraph 7. 8.
\nCompliance with Laws and Regulations<\/strong><\/u>. a. The issuance of
\nshares of Common Stock pursuant to the PRU shall be subject to compliance by the
\nCompany and the Participant with all applicable requirements of law relating
\nthereto and with all applicable regulations of any stock exchange (or an
\nestablished market, if applicable) on which the Common Stock may be listed for
\ntrading at the time of such issuance. b. The inability of the Company to obtain
\napproval from any regulatory body having authority deemed by the Company to be
\nnecessary to the lawful issuance of any Common Stock hereby shall relieve the
\nCompany of any liability with respect to the non-issuance of the Common Stock as
\nto which such approval shall not have been obtained. The Company, however, shall
\nuse its best efforts to obtain all such approvals. 9. Successors and
\nAssigns<\/strong><\/u>. Except to the extent otherwise provided in this Agreement,
\nthe provisions of this Agreement shall inure to the benefit of, and be binding
\nupon, the Company and its successors and assigns and Participant, Participant153s
\nassigns, the legal representatives, heirs and legatees of Participant153s estate
\nand any beneficiaries designated by Participant. 10.
\nNotices<\/strong><\/u>. Any notice required to be given or delivered to
\nthe Company under the terms of this Agreement shall be in writing and addressed
\nto the Company at its principal corporate offices. Any notice required to be
\ngiven or delivered to Participant shall be in writing and addressed to
\nParticipant at the address indicated below Participant153s signature line on this
\nAgreement (as may be updated from time to time by written notice from the
\nParticipant). All notices shall be deemed effective upon personal delivery or
\nupon deposit in the U.S. mail, postage prepaid and properly addressed to the
\nparty to be notified. 11. Construction<\/strong><\/u>. This Agreement
\nand the Notice of Grant evidenced hereby are made and granted pursuant to the
\nPlan and are in all respects limited by and subject to the terms of the Plan. In
\nthe event of any conflict between the terms of this Agreement and the Plan, the
\nterms of the Plan shall apply. All decisions of the Committee with respect to
\nany question or issue arising under the Plan or this Agreement shall be
\nconclusive and binding on all persons having an interest in the PRU. 12.
\nGoverning Law<\/strong><\/u>. The interpretation, performance and
\nenforcement of this Agreement shall be governed by the laws of the State of
\nCalifornia without resort to that State153s conflict-of-laws rules. For purposes
\nof litigating any dispute that arises directly or indirectly from the
\nrelationship of the parties evidenced by this grant or the Agreement, the
\nparties hereby submit to and consent to the exclusive jurisdiction of the State
\nof California and agree that such litigation shall be conducted only in the
\ncourts of Santa Clara County, California, or the federal courts for the United
\nStates for the Northern District of California, and no other courts, where this
\ngrant is made and\/or to be performed. 13. Excess
\nShares<\/strong><\/u>. If the Shares covered by this Agreement exceed, as of the
\ndate the PRU is granted, the number of shares of Common Stock which may without
\nstockholder approval be issued under the Plan, then the Award shall be void with
\nrespect to those excess Shares, unless stockholder approval of an<\/p>\n

4<\/p>\n

\n

amendment sufficiently increasing the number of shares of Common Stock
\nissuable under the Plan is obtained in accordance with the provisions of the
\nPlan. 14. Employment at Will<\/strong><\/u>. Nothing in this Agreement
\nor in the Plan shall confer upon Participant any right to continue in the
\nemployment of the Company for any period of specific duration or interfere with
\nor otherwise restrict in any way the rights of the Company (or any Parent or
\nSubsidiary employing or retaining Participant) or of Participant, which rights
\nare hereby expressly reserved by each, to terminate Participant153s service with
\nthe Company at any time for any reason, with or without cause. 15.
\nSeverability<\/strong><\/u>. <\/strong>The provisions of this
\nAgreement are severable and if any one or more provisions are determined to be
\nillegal or otherwise unenforceable, in whole or in part, the remaining
\nprovisions shall nevertheless be binding and enforceable. 16.
\nElectronic Delivery.<\/strong><\/u> The Company may, in its sole
\ndiscretion, decide to deliver any documents related to participation in the
\nPlan, PRUs granted under the Plan or future PRUs that may be granted under the
\nPlan (including, without limitation, disclosures that may be required by the
\nSecurities and Exchange Commission) by electronic means or to request
\nParticipant153s consent to participate in the Plan by electronic means.
\nParticipant hereby consents to receive such documents by electronic delivery
\nand, if requested, to agree to participate in the Plan through an on-line or
\nelectronic system established and maintained by the Company or another third
\nparty designated by the Company. 17. Imposition of Other
\nRequirements<\/strong><\/u>. The Company reserves the right to impose other
\nrequirements on Participant153s participation in the Plan, on the Award and on any
\nShares acquired under the Plan, to the extent the Company determines it is
\nnecessary or advisable in order to comply with local law or facilitate the
\nadministration of the Plan, and to require me to sign any additional agreements
\nor undertakings that may be necessary to accomplish the foregoing.<\/p>\n

5<\/p>\n

\n

IN WITNESS WHEREOF<\/strong><\/p>\n

, the parties have executed this Agreement on this ____ date of ____________,
\n201_.<\/p>\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<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\nSYMANTEC CORPORATION<\/strong><\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

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

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

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

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

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

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\nPARTICIPANT<\/strong><\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

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

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

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

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

6<\/p>\n

\n

APPENDIX A<\/strong>DEFINITIONS<\/strong><\/u><\/p>\n

The following definitions shall be in effect under the Agreement: 1.
\nAgreement<\/strong><\/u> shall mean this Performance Based Restricted
\nStock Unit Award Agreement. 2. Award<\/strong><\/u> shall mean the
\naward of PRUs made to the Participant pursuant to the terms of this Agreement.
\n3. Award Date<\/strong><\/u> shall mean the date the PRUs are granted
\nto Participant pursuant to the Agreement and shall be the date indicated in the
\nNotice of Grant. 4. Code<\/strong><\/u> shall mean the Internal Revenue
\nCode of 1986, as amended. 5. Committee<\/strong><\/u> shall mean the
\nCompensation Committee of the Company Board of Directors. 6.
\nCorporate Transaction <\/strong><\/u>shall mean<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

a dissolution or liquidation of the Company,<\/p>\n<\/td>\n<\/tr>\n

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

(b)<\/p>\n<\/td>\n

<\/td>\n\n

a merger or consolidation in which the Company is not the surviving
\ncorporation (other than a merger or consolidation with a wholly-owned
\nsubsidiary, a reincorporation of the Company in a different jurisdiction, or
\nother transaction in which there is no substantial change in the stockholders of
\nthe Company or their relative stock holdings and the Awards granted under the
\nPlan are assumed, converted or replaced by the successor corporation, which
\nassumption will be binding on all Participants),<\/p>\n<\/td>\n<\/tr>\n

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

(c)<\/p>\n<\/td>\n

<\/td>\n\n

a merger in which the Company is the surviving corporation but after which
\nthe stockholders of the Company (other than any stockholder which merges (or
\nwhich owns or controls another corporation which merges) with the Company in
\nsuch merger) cease to own their shares or other equity interests in the Company,\n<\/p>\n<\/td>\n<\/tr>\n

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

(d)<\/p>\n<\/td>\n

<\/td>\n\n

the sale of substantially all of the assets of the Company, or<\/p>\n<\/td>\n<\/tr>\n

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

(e)<\/p>\n<\/td>\n

<\/td>\n\n

any other transaction which qualifies as a “corporate transaction” under
\nSection 424(a) of the Code wherein the stockholders of the Company give up all
\nof their equity interest in the Company (except for the acquisition, sale or
\ntransfer of all or substantially all of the outstanding shares of the Company
\nfrom or by the stockholders of the Company).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

7. Common Stock<\/strong><\/u> shall mean shares of the Company153s
\ncommon stock, par value $0.01 per share. 8. Notice of
\nGrant<\/strong><\/u> shall mean such notice as provided by the Stock
\nAdministration Department of the Company, or such other applicable department of
\nthe Company, providing Participant with notice of the issuance of a PRU award
\npursuant to the Plan and terms of this Agreement.<\/p>\n

A-1<\/p>\n

\n

9. Participant<\/strong><\/u> shall mean the person named in the
\nNotice of Grant relating to the PRUs covered by this Agreement. 10.
\nPlan<\/strong><\/u> shall mean the Company153s 2004 Equity Incentive
\nPlan, as the same may be amended from time to time.<\/p>\n

A-2<\/p>\n

\n

APPENDIX B<\/strong>PERFORMANCE SCHEDULE (2012-2014
\nGRANT)<\/strong><\/u><\/p>\n

The number of PRUs that will be earned shall be based on the metrics set
\nforth below. Terms not otherwise defined in Appendix A or B shall have the
\nmeaning ascribed to them in the Plan. 1. Grant of Performance Based Restricted
\nStock Units. Subject to the terms and conditions of Agreement, the Notice of
\nGrant and of the Plan, the Company hereby grants to the Employee a number of
\nPRUs set forth in the Notice of Grant, subject to reduction and vesting as set
\nforth below. 2. Primary Metric. The Employee can earn the PRUs based on the
\nCompany153s performance in (a) achieving annual EPS, and (b) achieving TSR over a
\nthree-year period, with EPS being measured at the end of the first year of the
\nPerformance Period (as defined below) against the Annual Target Long Term
\nIncentive Grant and TSR being measured at the end of year two and year three
\n(with such measurements being years one and two for the second year TSR
\nmeasurement period and years one through three for the third year TSR
\nmeasurement period, with such three-year period described as the Vesting
\nSchedule in the Notice of Grant and hereafter referred to as the “Performance
\nPeriod”). For purposes of clarity, no PRUs will be earned until the end of the
\nthree-year performance period, subject to the provisions of Sections 4 and 5
\nbelow. The goals (including the associated threshold, target and maximum levels
\nwith respect thereto) associated with this PRU are established by the Committee
\nand will be communicated by the Company. The number of PRUs determined at the at
\nend of the first year of the Performance Period will range from 0% to 133% of
\nthe Annual Target Long Term Incentive Grant as determined by the Committee after
\nthe end of the first year of the Performance Period based upon the Company153s
\nachievement of the EPS goal, as follows: 0% if performance is below the
\nthreshold level, 50% if performance is at the threshold level, 100% if
\nperformance is at target and 133% if performance is at or above the maximum
\nlevel. For EPS performance between the threshold level and the maximum level, a
\nproportionate fraction of the Annual Target Long Term Incentive Grant between
\n50% and 133% will be applied based on performance between threshold and maximum
\nlevels. The number of PRUs credited to the Employee at the end of the first year
\nof the Performance Period is the “Conditional PRU Award.” 3. TSR Modifier. At
\nthe end of the second year of the Performance Period and the end of the third
\nyear of the Performance Period, the TSR modifier will be applied to the
\nReference Amount (as defined below), as set forth in Section 3 below, in each
\ncase as reviewed and approved by the Committee. No PRUs are awarded if at the
\nend of the first year of the Performance Period the Company153s achievement of the
\nEPS goal is less than the threshold level determined by the Committee. Subject
\nto the provisions of Sections 4 and 5 below, no PRUs shall become earned unless
\nthe employee is employed by the Company on the last day of the 3 year
\nPerformance Period. Application of Modifier:<\/p>\n

A-1<\/p>\n

\n

(a) Following the completion of the applicable Performance Period, the
\nConditional PRU Award will be adjusted by the TSR modifier to be determined by
\nthe Committee based on the performance criteria set forth below. A Participant153s
\nearned PRU award (if any) shall be equal to the Reference Amount multiplied by
\nthe TSR modifier for the applicable Performance Period after completion thereof,
\nas reviewed and approved by the Committee. The TSR modifier will be as follows
\nbased on the Company153s two and three year performance (with TSR measurements
\nbeing made at the end of the second year Performance Period measuring years one
\nand two, and at the end of the third year of the Performance Period, measuring
\nyears one through three) as measured against the two-year and three-year
\nperformance of the companies comprising the S&P 500 over the same period
\n(with the S&P 500 being comprised of those companies that make up the
\nS&P 500 index at the end of the applicable Performance Period): 50% if
\nperformance is at or below the threshold level, 100% if performance is at target
\nand 150% if performance is at or above the maximum level. For performance
\nbetween the threshold level and target level, a proportionate fraction of the
\nTSR modifier between 50% and 100% will be applied, and for performance between
\nthe target level and the maximum level, a proportionate fraction of the TSR
\nmodifier between 100% and 150% will be applied. TSR performance versus the
\nS&P 500 will be calculated as the 30-day average of the Company153s stock
\nprice as calculated at the beginning of the applicable Performance Period and
\nend of the applicable Performance Period. In no event shall more than the number
\nof PRUs set forth in the Notice of Grant be eligible to be earned pursuant to
\nthis Agreement and the Notice of Grant. 4. Change of Control. In the event of a
\nChange of Control of the Company (as defined in the Executive Retention Plan (as
\ndefined below)) before the end of the first year of the Performance Period, then
\nthe Annual Target Long Term Incentive Grant shall be subject, to the extent
\napplicable, to the acceleration provisions of Section 1 of the Executive
\nRetention Plan (as well as all other provisions of such plan, including Section
\n3 thereof). In the event of a Change of Control of the Company (as defined in
\nthe Executive Retention Plan) after the end of the first year of the Performance
\nPeriod but prior to the end of the third year of the Performance Period, then
\nthe Conditional PRU Award shall be subject, as applicable, to the acceleration
\nprovisions of Section 1 of the Executive Retention Plan (as well as all other
\nprovisions of such plan, including Section 3 thereof). 5. Death, Disability and
\nInvoluntary Termination. If a Participant153s employment with the Company (or any
\nmajority or greater owned subsidiary) terminates by reason of death, total and
\npermanent disability or an involuntary termination other than for Cause (as
\ndefined below) after the end of the first year of the Performance Period but
\nprior to the end of the third year of the Performance Period, then the
\nParticipant shall be entitled to payment of a prorated number of PRUs, as
\nfollows:<\/p>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

<\/td>\n\n

If the Participant153s termination occurs after the end of the first year of
\nthe Performance Period and prior to the end of the second year of the
\nPerformance Period, then the number of PRUs earned by the Participant shall
\nequal the product of (A) the Conditional PRU Award multiplied by (B) the
\nProration Factor.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-2<\/p>\n

\n\n<\/tbody>\n<\/table>\n
\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

<\/td>\n\n

If the Participant153s termination occurs after the end of the second year of
\nthe Performance Period but prior to the end of the third year of the Performance
\nPeriod, then the number of PRUs earned by the Participant shall equal to (A) two
\n(2) times (B) the product of (i) the TSR modifier for the second year of the
\nPerformance Period multiplied by (ii) the Reference Amount for the two-year
\nperformance period related to such TSR modifier times (C) the Proration Factor.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Any prorated PRU amounts pursuant to this Section 5 shall be earned by the
\nParticipant on his or her termination date and settled as soon as
\nadministratively practicable thereafter, but in no event later than the
\nfifteenth (15th) day of the third (3rd) calendar month following such
\ntermination date. In no event, however, will any prorated number of PRUs be
\nearned by the Participant if (i) achievement of the EPS goal is below the
\nthreshold level (i.e., if the Conditional PRU Award is zero), (ii) if the
\nParticipant153s service to the Company (or any of its majority or greater owned
\nsubsidiaries) terminates for any reason prior to the end of the first year of
\nthe Performance Period, or (iii) if the Participant voluntarily leaves the
\nemploy of the Company (or any of its majority or greater owned subsidiaries)
\nprior to the end of the third year of the Performance Period. 6. Restatement of
\nFinancial Results If the Company153s financial statements are the subject of a
\nrestatement due to error or misconduct, to the extent permitted by governing
\nlaw, in all appropriate cases, the Company will seek reimbursement of excess
\nPRUs (as defined below), if any, earned by the Participant hereunder. For
\npurposes of this Agreement, “excess PRUs” means the positive difference, if any,
\nbetween (i) the number of PRUs earned by the Participant and (ii) the number of
\nPRUs that would have been earned by that Participant had achievement of the EPS
\ngoal been determined based on the Company153s financial statements as restated.
\nThe Company shall not award any Participant any additional PRUs should the
\nrestated financial statements result in a higher PRU award. 7.
\nDefinitions<\/u> (a) Annual Target Long Term Incentive
\nGrant<\/strong><\/u> shall mean the number of shares of Common Stock associated
\nwith the annual PRU grant as determined by the Committee. (b)
\nCause<\/strong><\/u> shall mean the dismissal or discharge of a
\nParticipant from employment for one or more of the following reasons or actions:
\n(i) gross negligence or willful misconduct in the performance of duties to the
\nCompany (other than as a result of a disability) that has resulted or is likely
\nto result in substantial and material damage to the Company, after a demand for
\nsubstantial performance is delivered by the Company which specifically
\nidentifies the manner in which it believes the individual has not substantially
\nperformed his\/her duties and provides the individual with a reasonable
\nopportunity to cure any alleged gross negligence or willful misconduct; (ii)
\ncommission of any act of fraud with respect to the Company or its affiliates; or
\n(iii) conviction of a felony or a crime involving moral turpitude causing
\nmaterial harm to the business and affairs of the Company. (c)
\nEPS<\/strong><\/u> shall mean the diluted net income per share
\nattributable to Symantec Corporation stockholders reflected in the Company153s
\ncondensed consolidated statements of income as adjusted for the following items:
\nbusiness combination accounting entries, stock-based compensation expense,
\nrestructuring charges, charges related to the amortization of intangible assets
\nand acquired product rights, impairments of assets and certain other items. For
\nthis purpose, EPS shall be computed in the manner consistent with the annual
\nfinancial plan presented<\/p>\n

A-3<\/p>\n

\n

to and approved by the Board of Directors, as well as the quarterly financial
\nresults presented to the Audit Committee of the Board of Directors. (d)
\nExecutive<\/strong><\/u> Retention Plan<\/strong><\/u> shall
\nmean the Symantec Executive Retention Plan as in effect on the date of this
\nAgreement and as hereafter amended from time to time. (e) Proration
\nFactor<\/strong><\/u> shall mean a quotient, 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 three-year Performance Period and
\nending with his or her termination date, and the denominator of which is
\nthirty-six (36) months. (f) Reference Amount<\/strong><\/u> shall mean
\nfifty percent (50%) of the Conditional PRU Award; provided, however, that if the
\nTSR performance at the end of the second year of the Performance Period is not
\nequal to or greater than the target level established by the Committee for the
\ntwo-year Performance Period, then the Reference Amount for the three-year
\nPerformance Period shall be equal to the sum of (i) fifty percent (50%) of the
\nConditional PRU Award, plus (ii) the difference between the number of PRUs
\nearned or awarded at the end of the second year of the Performance Period and
\nfifty percent (50%) of the Conditional PRU Award. (g)
\nTSR<\/strong><\/u> shall mean the change in stock price over the
\nperformance period (measured using a 30-day average stock price at the beginning
\nand end of the respective Performance Period) plus the value of dividends
\nprovided in the respective period. The TSR results shall be expressed as an
\nannualized return, or compound annual growth rate (CAGR).<\/p>\n

A-4<\/p>\n

\n

APPENDIX C<\/strong>ADDITIONAL
\nPROVISIONS<\/strong><\/u>1. <\/strong>Nature of the
\nGrant<\/strong><\/u><\/p>\n

. In signing this Agreement, the Participant acknowledges that: a. the Plan
\nis established voluntarily by the Company, it is discretionary in nature and may
\nbe modified, amended, suspended or terminated by the Company at any time, unless
\notherwise provided in the Plan and this Agreement; b. the grant of PRUs is
\nvoluntary and occasional and does not create any contractual or other right to
\nreceive future awards of PRUs, or benefits in lieu of PRUs even if PRUs have
\nbeen awarded repeatedly in the past; c. all decisions with respect to future
\ngrants of PRUs, if any, will be at the sole discretion of the Company; d. the
\nParticipant153s participation in the Plan is voluntary; e. the Participant153s
\nparticipation in the Plan will not create a right to further employment with the
\nCompany or the Participant153s actual employer (the “Employer”) and shall not
\ninterfere with the ability of the Employer to terminate Participant153s service at
\nany time with or without cause; f. PRUs are an extraordinary item that do not
\nconstitute compensation of any kind for services of any kind rendered to the
\nCompany or to the Employer, and PRUs are outside the scope of the Participant153s
\nemployment contract, if any; g. PRUs are not part of normal or expected
\ncompensation or salary for any purpose, including, but not limited to,
\ncalculation of any severance, resignation, termination, redundancy, end of
\nservice payments, bonuses, long-service awards, pension or retirement benefits
\nor similar payments; h. in the event that Participant is not an employee of the
\nCompany, the grant of PRUs will not be interpreted to form an employment
\ncontract or relationship with the Company; and furthermore, the grant of PRUs
\nwill not be interpreted to form an employment contract with the Employer or any
\nSubsidiary or Affiliate of the Company; i. the future value of the underlying
\nShares is unknown and cannot be predicted with certainty; j. if the Participant
\nreceives Shares upon vesting, the value of such Shares acquired on vesting of
\nPRUs may increase or decrease in value; and k. in consideration of the grant of
\nPRUs, no claim or entitlement to compensation or damages arises from termination
\nof the PRUs or diminution in value of the PRUs or Shares received upon vesting
\nof PRUs resulting from Termination of the Participant153s service by the Company
\nor the Employer (for any reason whatsoever and whether or not in breach of local
\nlabor laws) and the Participant<\/p>\n

A-5<\/p>\n

\n

irrevocably releases the Company and the Employer from any such claim that
\nmay arise; if, notwithstanding the foregoing, any such claim is found by a court
\nof competent jurisdiction to have arisen, then, by signing this Agreement, the
\nParticipant shall be deemed irrevocably to have waived his or her entitlement to
\npursue such claim. 2. <\/strong>Data Privacy Notice and
\nConsent<\/strong><\/u>.<\/em><\/strong> a. The Participant
\nhereby explicitly and unambiguously consents to the collection, use and
\ntransfer, in electronic or other form, of his or her personal data as described
\nin this Agreement by and among, as applicable, the Employer, the Company, its
\nParent, its Subsidiaries and its Affiliates for the exclusive purpose of
\nimplementing, administering and managing the Participant153s participation in the
\nPlan.<\/em><\/strong> b. The Participant understands that the Company
\nand the Employer may hold certain personal information about the Participant,
\nincluding, but not limited to, the Participant153s name, home address and
\ntelephone number, date of birth, social insurance number or other identification
\nnumber, salary, nationality, job title, any shares of stock or directorships
\nheld in the Company, details of all PRUs or any other entitlement to shares of
\nCommon Stock awarded, canceled, vested, unvested or outstanding in the
\nParticipant153s favor, for the purpose of implementing, administering and managing
\nthe Plan (“Data”).<\/em><\/strong> c. The Participant understands that
\nData may be transferred to any third parties assisting in the implementation,
\nadministration and management of the Plan, that these recipients may be located
\nin the Participant153s country, or elsewhere, and that the recipient153s country may
\nhave different data privacy laws and protections than the Participant153s country.
\nThe Participant understands that he or she may request a list with the names and
\naddresses of any potential recipients of the Data by contacting his or her local
\nhuman resources representative. The Participant authorizes the recipients to
\nreceive, possess, use, retain and transfer the Data, in electronic or other
\nform, for the purposes of implementing, administering and managing the
\nParticipant153s participation in the Plan, including any requisite transfer of
\nsuch Data as may be required to a broker, escrow agent or other third party with
\nwhom the Shares received upon vesting of the PRUs may be deposited. The
\nParticipant understands that Data will be held only as long as is necessary to
\nimplement, administer and manage his or her participation in the Plan. The
\nParticipant understands that he or she may, at any time, view Data, request
\nadditional information about the storage and processing of Data, require any
\nnecessary amendments to Data or refuse or withdraw the consents herein, in any
\ncase without cost, by contacting in writing his or her local human resources
\nrepresentative. The Participant understands, however, that refusal or withdrawal
\nof consent may affect his or her ability to participate in the Plan. For more
\ninformation on the consequences of his or her refusal to consent or withdrawal
\nof consent, the Participant understands that he or she may contact his or her
\nlocal human resources representative.<\/em><\/strong> 3.
\n<\/strong>Language<\/strong><\/u>. If the Participant has received this
\nAgreement or any other document related to the Plan translated into a language
\nother than English and if the translated version is different than the English
\nversion, the English version will control.<\/p>\n

A-6<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8992],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9539,9546],"class_list":["post-40251","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-symantec-corp","corporate_contracts_industries-technology__software","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40251","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40251"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40251"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40251"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40251"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}