Position and Compensation. Your position will be President and COO of Symantec. Your annual base salary will be $800,000.00 and your annual incentive opportunity will be $1,200,000.00 (collectively, your “Total Target Cash Compensation Opportunity”). You will continue to participate in Target’s current bonus and commission arrangements until you can transition to Symantec’s payroll, which is estimated to occur after the Closing Date, or such later date as Symantec determines. Shortly following the Closing Date, we will work with the Target leadership team to align the businesses and determine your incentive opportunity under Symantec’s cash incentive and commission arrangements (if any); provided that your total Symantec cash compensation opportunity will be no less that your Total Target Cash Compensation Opportunity. Until such time as any changes are made, you will continue in your current position and reporting relationship. You will be granted an equity award (the “New Equity Award”), consisting of Restricted Stock Units (RSUs) and Performance Stock Units (PSUs), by the Target prior to the Closing Date for a number of shares of the Target’s common stock equal to $10,000,000.00 divided by the Target’s common stock per share stock price on the date of such grant as determined by Target. Those RSUs and/or PSUs will be converted to Symantec RSUs and PSUs at the Equity Exchange Ratio (as defined in the Merger Agreement) based on the Target common stock value divided by the value of Symantec’s stock determined, in all cases pursuant to the terms of the Merger Agreement. The RSU shall constitute thirty percent (30%) of the New Equity Award and shall vest over a three (3)-year time-based vesting period commencing on the Closing Date with: thirty percent (30%) of such-time based portion vesting on the one (1)-year anniversary of the Closing Date, with thirty percent (30%) of such time-based portion vesting on Symantec Corporation World Headquarters • ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Mountain View, CA 94043 United States • Phone: + ▇ ▇▇▇-▇▇▇-▇▇▇▇ the two (2)-year anniversary of the Closing Date, and the remaining forty percent (40%) of such time- based portion vesting on the three (3)-year anniversary of the Closing Date. The PSU shall constitute seventy percent (70%) of the New Equity Award and shall vest based on non-GAAP operating income margin, provided you are employed on March 31, 2018. The terms of the New Equity Awards shall be substantially similar to the RSU and PSU grants made to senior Symantec executives in June of 2016. Details regarding your New Equity Awards will be provided at the time you receive your grant. The number of PSUs that will vest and be earned following the end of the Performance Period will range from 0% to 300% of the Target Grant (the applicable vesting percentage, the “Performance Percentage”) as determined by Symantec’s Compensation and Leadership Development Committee (the “Committee”), based upon Symantec’s achievement of non-GAAP operating income margin during the applicable performance periods as determined by the Committee: 0% if performance is at or below the Threshold Level, 100% if performance is at the Target Level, 200% if performance is at the Excess Target Level, and 300% if performance is at or above the Maximum Level. Such “levels” to be determined by the Committee at the time of grant. Capitalized terms used but not otherwise defined in this paragraph shall be defined in your New Equity Award. If the Merger is not consummated for any reason, or if the Merger Agreement is terminated in accordance with its terms, the New Equity Award will be forfeited and cancelled for no consideration. You will continue to be paid on Target’s payroll until you can transition to Symantec’s bi-weekly payroll estimated to occur after the Closing Date. More details will be provided to you shortly. You will also remain eligible for Target’s employee benefits and severance benefits, if any, that apply to you, while you remain on Target’s payroll. You will then be eligible to enroll in Symantec’s benefit plans and you will participate in Symantec’s Executive Severance Plan. Symantec offers a wide variety of generous employee benefit plans, including Symantec’s Stock Purchase Plan, matching 401(k) savings and investment plan, and health insurance, among many others. For information on Symantec U.S. Benefits, please visit our ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ website. Choosing the right combination of benefits is an important personal decision. Use this site to learn your options and discuss your current and future needs with your family. You will learn more about the Symantec benefits shortly. You were previously granted an option or options to purchase shares of Target common stock (the “Target Option(s)”) which Symantec has agreed to assume Target Option(s) pursuant to Section 1.3(a)(ii) and the terms of the Merger Agreement. Pursuant to this Agreement:
Appears in 1 contract
Sources: Employment Agreement (Symantec Corp)
Position and Compensation. Your position You will be President and COO of Symantec. Your continue on your current annual base salary will be of $800,000.00 and your annual incentive opportunity will be $1,200,000.00 (collectively, your “Total Target Cash Compensation Opportunity”)650,000.00. You will continue to participate in Target’s current bonus and commission arrangements until you can transition to Symantec’s payroll, which is estimated to occur after the Closing Date, or such later date as Symantec determines. Shortly following the Closing Date, we will work with the Target leadership team to align the businesses and determine the timing and changes to your position, reporting relationship and incentive opportunity under Symantec’s cash incentive and commission arrangements (if any); provided that your total Symantec cash compensation opportunity will be no less that your current total cash compensation opportunity at Target (the “Total Target Cash Compensation Opportunity”). Until such time as any changes are made, you will continue in your current position and reporting relationship. You will be granted an equity award (the “New Equity Award”), consisting of Restricted Stock Units (RSUs) and Performance Stock Units (PSUs), by the Target prior to the Closing Date for a number of shares of the Target’s common stock equal to $10,000,000.00 6,000,000.00 divided by the Target’s common stock per share stock price on the date of such grant as determined by Target. Those RSUs and/or PSUs will be converted to Symantec RSUs and PSUs at the Equity Exchange Ratio (as defined in the Merger Agreement) based on the Target common stock value divided by the value of Symantec’s stock determined, in all cases pursuant to the terms of the Merger Agreement. The RSU shall constitute thirty percent (30%) of the New Equity Award and shall vest over a three (3)-year time-based vesting period commencing on the Closing Date with: thirty percent (30%) of such-time based portion vesting on the one (1)-year anniversary of the Closing Date, with thirty percent (30%) of such time-based portion vesting on Symantec Corporation World Headquarters • ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Mountain View, CA 94043 United States • Phone: + ▇ ▇▇▇-▇▇▇-▇▇▇▇ the two (2)-year anniversary of the Closing Date, and the remaining forty percent (40%) of such time- based portion vesting on the three (3)-year anniversary of the Closing Date. The PSU shall constitute seventy percent (70%) of the New Equity Award and shall vest based on non-GAAP operating income margin, provided you are employed on March 31, 2018. The terms of the New Equity Awards shall be substantially similar to the RSU and PSU grants made to senior Symantec executives in June of 2016. Details regarding your New Equity Awards will be provided at the time you receive your grant. The number of PSUs that will vest and be earned following the end of the Performance Period will range from 0% to 300% of the Target Grant (the applicable vesting percentage, the “Performance Percentage”) as determined by Symantec’s Compensation and Leadership Development Committee (the “Committee”), based upon Symantec’s achievement of non-GAAP operating income margin during the applicable performance periods as determined by the Committee: 0% if performance is at or below the Threshold Level, 100% if performance is at the Target Level, 200% if performance is at the Excess Target Level, and 300% if performance is at or above the Maximum Level. Such “levels” to be determined by the Committee at the time of grant. Capitalized terms used but not otherwise defined in this paragraph shall be defined in your New Equity Award. If the Merger is not consummated for any reason, or if the Merger Agreement is terminated in accordance with its terms, the New Equity Award will be forfeited and cancelled for no consideration. You will continue to be paid on Target’s payroll until you can transition to Symantec’s bi-weekly payroll estimated to occur after the Closing Date. More details will be provided to you shortly. You will also remain eligible for Target’s employee benefits and severance benefits, if any, that apply to you, while you remain on Target’s payroll. You will then be eligible to enroll in Symantec’s benefit plans and you will participate in Symantec’s Executive Severance Plan. Symantec offers a wide variety of generous employee benefit plans, including Symantec’s Stock Purchase Plan, matching 401(k) savings and investment plan, and health insurance, among many others. For information on Symantec U.S. Benefits, please visit our ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ website. Choosing the right combination of benefits is an important personal decision. Use this site to learn your options and discuss your current and future needs with your family. You will learn more about the Symantec benefits shortly. You were previously granted an option or options to purchase shares of Target common stock (the “Target Option(s)”) which Symantec has agreed to assume Target Option(s) pursuant to Section 1.3(a)(ii) and the terms of the Merger Agreement. Pursuant to this Agreement:
Appears in 1 contract
Sources: Employment Agreement (Symantec Corp)