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EXHIBIT 10.62
AGREEMENT
This AGREEMENT (the "Agreement") is entered into this 21st day of January
1999 between Xxxxxx X. Xxxxxxx, Xx. ("Xx. Xxxxxxx") and Symantec Corporation, a
Delaware corporation ("Symantec").
RECITALS
A. Xx. Xxxxxxx is currently employed by Symantec as its President and
Chief Executive Officer and serves as a member of Symantec's Board of Directors.
B. Xx. Xxxxxxx desires to retire as President and Chief Executive
Officer. The Board of Directors desires Xx. Xxxxxxx' assistance in the
recruitment of a successor, and in the transition of management of Symantec to
the new President and Chief Executive Officer. The terms of this Agreement
provide for Xx. Xxxxxxx' retirement from his positions as President and Chief
Executive Officer, for the recruitment of a successor President and Chief
Executive Officer, and for the transition of management of Symantec to the new
President and Chief Executive Officer.
NOW, THEREFORE, in consideration of the premises and mutual promises
herein, the parties agree as follows:
1. Resignation. Xx. Xxxxxxx hereby tenders his resignation as President,
Chief Executive Officer and an employee of Symantec, to become effective upon
the earlier of June 30, 1999 or the date a new President and Chief Executive
Officer commences employment with Symantec (the "Retirement Date").
2. Employment Period. Xx. Xxxxxxx' employment as President and Chief
Executive Officer of Symantec will continue until the Retirement Date (the
"Employment Period"), subject to the provisions of this Agreement. During the
Employment Period, Xx. Xxxxxxx will continue to receive (i) his base salary in
effect on the date of this Agreement (the "Effective Date"), (ii) a pro rata
portion of any bonus that would otherwise be payable for any period ending
within the Employment Period and (iii) any other compensation and benefits that
would be payable during his employment through the Retirement Date (less
applicable withholding). During the Employment Period, Xx. Xxxxxxx will
continue to perform his obligations as President and Chief Executive Officer of
Symantec consistent with his past service in those positions, and Xx. Xxxxxxx
will actively assist Symantec in the recruitment of a new President and Chief
Executive Officer.
3. Consulting Period. Xx. Xxxxxxx and Symantec enter into a consulting
agreement on the following terms and conditions:
(a) Symantec will engage Xx. Xxxxxxx as a consultant for a period of
two years following the Retirement Date (the "Consulting Period"). During the
Consulting Period,
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Symantec will continue to pay Xx. Xxxxxxx a consulting fee equal to Xx.
Xxxxxx'x current base salary (at the rate of $475,000 per year), payable in 24
monthly installments on the first day of each month, plus a quarterly bonus of
6.25% of Xx. Xxxxxx'x current base salary in accordance with Symantec's bonus
plan (equal to $30,000 per quarter at 100% of bonus achievement). During the
Consulting Period, Xx. Xxxxxxx will make himself available as requested by
Symantec's Board of Directors for up to five days per month to assist Symantec
and its new President and Chief Executive Officer with any transitional matters
on which Symantec reasonably requests Xx. Xxxxxxx' assistance.
(b) During the Consulting Period, Xx. Xxxxxxx' existing stock options,
which are listed on Exhibit A to this Agreement, will continue to vest and
remain exercisable in accordance with their original terms during the
Consulting Period as though Xx. Xxxxxxx were still employed by Symantec so long
as Xx. Xxxxxxx continues to comply with the terms of this Agreement during the
Consulting Period. Those stock options, to the extent vested, will remain
exercisable by Xx. Xxxxxxx until the end of the Consulting Period and
thereafter for a period of 30 days, at which time they will expire if not
exercised.
4. Board Membership. Xx. Xxxxxxx will continue to serve as a member of
the Board of Directors of Symantec during the Employment Period and will become
Chairman of the Board of Directors on the Retirement Date. If, at any time
following the Retirement Date, a majority of the members of the Board of
Directors other than Xx. Xxxxxxx requests that Xx. Xxxxxxx resign from the
Board of Directors, Xx. Xxxxxxx will immediately resign from the Board of
Directors. Following the Retirement Date, so long as Xx. Xxxxxxx continues to
serve on the Board of Directors, he will receive stock option grants,
director's fees and any other remuneration paid to members of the Board of
Directors who are not employees of Symantec.
5. Benefits. During the Employment Period, Xx. Xxxxxxx will continue to
be eligible for health and other employee benefits in accordance with Symantec's
employee benefit programs. Following the Retirement Date, Symantec will pay the
premiums for Xx. Xxxxxxx' health benefits under the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended ("COBRA"), to the extent that Xx. Xxxxxxx
is eligible for COBRA benefits, until the earlier of (i) 18 months after the
Retirement Date or (ii) the date that Xx. Xxxxxxx becomes covered under another
employer's group health insurance plan. In addition, during the Consulting
Period, Symantec will continue to provide Xx. Xxxxxxx with the use of a leased
automobile at Symantec's expense in accordance with its current policies. Xx.
Xxxxxxx understands that Xx. Xxxxxxx will not be entitled to any employment or
other benefits from Symantec other than those expressly set forth in this
Agreement.
6. Indemnification. To the extent permitted by law, Symantec will
continue to provide Xx. Xxxxxxx indemnity, in accordance with the applicable
provisions of Symantec's Articles of Incorporation and Bylaws, and any separate
indemnification agreement entered into between Xx. Xxxxxxx and Symantec, and
cover Xx. Xxxxxxx under any directors and officers liability insurance policy
maintained by Symantec for directors and officers, against all expense,
liability and loss (including attorney's fees and settlement payments) that Xx.
Xxxxxxx may incur by reason of any action, suit or proceeding arising from or
relating to his position as an
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employee, officer or director of Symantec. Xx. Xxxxxxx will cooperate with
Symantec in the defense of any such matters.
7. Release. In exchange for the benefits described in this Agreement, Xx.
Xxxxxxx agrees to execute the release attached to this Agreement as Exhibit B
(the "Release") on the Retirement Date, so long as Symantec has complied with
its obligations under this Agreement.
8. Press Release. Upon execution of this Agreement, Symantec and Xx.
Xxxxxxx will issue a press release announcing Xx. Xxxxxx'x intent to resign as
President and Chief Executive Officer of Symantec in a form mutually approved by
Xx. Xxxxxxx and Symantec. Symantec will not make any public statement or any
statement to any third party that is inconsistent with the statements in the
press release. In the event of a breach of this covenant, all of Xx. Xxxxxxx'
stock options listed on Exhibit A to this Agreement will immediately vest, and
Symantec will immediately pay to Xx. Xxxxxxx in a lump sum all monies which
would otherwise have been payable to him in 24 monthly installments under
Paragraph 3(a) of this Agreement.
9. Non-disparagement. Symantec agrees to refrain from any disparagement
or defamation of Xx. Xxxxxxx in any public statements or any communications with
third parties. Xx. Xxxxxxx agrees to refrain from any disparagement or
defamation of Symantec or any of its employees, officers, directors or agents in
any public statement or statement to third parties.
10. Employee Confidentiality Agreement. Xx. Xxxxxxx will continue to be
bound by the terms and provisions of his Agreement Regarding Proprietary
Information and Inventions dated April 13, 1984 between Symantec's predecessor
C&E Software, Inc. and Xx. Xxxxxxx (the "Employee Agreement").
11. Non-competition. During the Employment Period and the Consulting
Period, Xx. Xxxxxxx will not serve as an employee of or otherwise provide
services to Network Associates, Trend Micro or any other principal competitor of
Symantec.
12. Non-solicitation. During the Employment Period and the Consulting
Period, Xx. Xxxxxxx will not solicit or induce any employee of Symantec to
terminate employment with Symantec.
13. No Admission of Liability. Symantec and Xx. Xxxxxxx understand and
agree that this Agreement will not be deemed or construed to be an admission by
either party of any fault or liability whatsoever to the other party or to any
third party.
14. No Representations. Each party has had the opportunity to consult with
an attorney, and has carefully read and understands the scope and effect of the
provisions of this Agreement and the Release. Neither party has relied upon any
representations or statements made by the other party which are not specifically
set forth in this Agreement.
15. Severability. In the event that any one or more of the provisions
contained in this Agreement is, for any reason, held to be unenforceable in any
respect under any statute or rule of
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law, such enforceability will not affect any other provision of this Agreement
but, with respect only to the jurisdiction holding the provision to be
unenforceable, this Agreement will be construed as if such unenforceable
provision or provisions had never been contained herein.
16. Arbitration. Any claim, dispute or controversy arising out of or in
any relating to this Agreement or the asserted breach of this Agreement will be
submitted by the parties to binding arbitration in Santa Xxxxx County,
California, before the Xxxxxxxxx Xxxxxx Xxxxxxx. If Justice Xxxxxxx is unable
or unwilling to serve as arbitrator, the arbitrator shall be appointed by the
Presiding Judge of the Santa Xxxxx County Superior Court.
17. Attorneys' Fees. The prevailing party will be entitled to recover
from the losing party attorneys' fees and costs incurred in any arbitration or
other proceeding brought to enforce any right arising out of this Agreement.
18. Successors. The provisions of this Agreement will extend and inure to
the benefit of, and be binding upon, the respective successors and assigns of
Xx. Xxxxxxx and Symantec.
19. Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter of this Agreement and
supersedes all prior negotiations and agreements, whether written or oral, with
the exception of Xx. Xxxxxxx' obligations under the Employee Agreement and the
parties' respective obligations under any surviving stock option agreements and
any surviving indemnification agreements.
20. No Oral Modification. This Agreement may not be altered or amended
except by a written document executed by Symantec and Xx. Xxxxxxx.
21. Governing Law. This Agreement will, in all respects, be governed by
the laws of the State of California as applied to agreements entered into and
to be performed entirely within California between California residents.
22. Binding Effect. This Agreement is binding on Xx. Xxxxxxx and Symantec
as of the effective date of this Agreement and may be terminated by either
party if the other party commits a material breach of this Agreement that is
not cured within 15 days of any written notice from the other party of the
breach. Upon termination of this Agreement, this Agreement will have no further
force or effect and the parties will have all remedies available at law or in
equity with respect to the breach of this Agreement and any other claims that
either party may have against the other; provided, however, that termination of
this Agreement after the Retirement Date will not affect the Release, which
will remain in full force and effect with respect to the matters released
therein.
SYMANTEC CORPORATION
By: /s/ XXXX X. XXXXXX /s/ XXXXXX X. XXXXXXX, XX.
--------------------------- -----------------------------
Xxxxxx X. Xxxxxxx, Xx.
Its:
-------------------------
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EXHIBIT A
LIST OF STOCK OPTIONS
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Personnel Option Status SYMANTEC CORPORATION
ID: 00-0000000
00000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
AS OF 1/12/99
Xxxxxx Xxxxxxx ID: 00124
0000 Xxxxx Xxxx
X.X. Xxx 000
Xxxxxx Xxxxx, XX 00000
Option
Number Date Plan Type Granted Price Exercised
000098 3/17/87 88 ISO 30,000 $ 0.5000 30,000
000542 11/17/88 88 ISO 75,000 $ 1.0000 75,000
000711 3/23/89 DI NQ 105,000 $ 1.3333 105,000
001020 4/26/90 88 ISO 44,344 $ 9.6250 0
001021 4/26/90 88 NQ 35,656 $ 9.6250 0
001617 1/23/91 88 NQ 66,440 $16.9375 0
001618 1/23/91 88 ISO 3,560 $16,9375 0
006138 4/30/93 88 NQ 127,427 $12.7500 0
006139 4/30/93 88 ISO 13,749 $12.7500 0
006140 4/30/93 88 NQ 50,981 $12.7500 0
006141 4/30/93 88 ISO 7,843 $12.7500 0
010975 1/17/96 88 NQ 150,720 $10.3125 0
010976 1/17/96 88 ISO 9,696 $10.3125 0
010977 1/17/96 88 ISO 14,280 $10,3125 0
012392 1/17/96 88 NQ 45,304 $10,3125 0
017167 3/10/98 96 ISO 10,695 $23.6250 0
017168 3/10/98 96 NQ 139,305 $23.6250 0
------- -------
930,000 210,000
1/07/99 100,000 $21.00
Number Vested Cancelled Unvested Outstanding Exercisable
000098 30,000 0 0 0 0
000542 75,000 0 0 0 0
000711 105,000 0 0 0 0
001020 44,344 0 0 44,344 44,344
001021 35,656 0 0 35,656 35,656
001617 68,440 0 0 66,440 66,440
001618 3,560 0 0 3,560 3,560
006138 127,427 0 0 127,427 127,427
006139 13,749 0 0 13,749 13,749
006140 50,981 0 0 50,981 50,981
006141 7,843 0 0 7,843 7,843
010975 150,720 0 0 150,720 150,720
010976 9,696 0 0 9,696 9,696
010977 0 0 14,280 14,280 0
012392 0 0 45,304 45,304 0
017167 0 0 10,695 10,695 0
017168 0 0 139,305 139,305 0
------- -- ------- ------- -------
720,416 0 209,584 720,000 510,416
Information Currently on File
Tax Rate% Broker Registration Alternate Address
Federal 28.000 Xxxxxxxxx Xxxxxxxx & Company
CA-State 6.000 Attn: Xxxx Xxxxxxx
Social Security 6.200 000 Xxxxxxxxxx Xxxxxx, Xxx. 0000
Medicare 1.450 Xxx Xxxxxxxxx, XX 00000
CA SDI 0.500
-- 0.000
-- 0.000
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EXHIBIT B
GENERAL RELEASE OF CLAIMS
THIS GENERAL RELEASE OF CLAIMS ("Release") is between Xxxxxx X. Xxxxxxx,
Xx. ("Xx. Xxxxxxx") and Symantec Corporation ("Symantec"), a Delaware
corporation, in accordance with Section 7 of the Separation Agreement entered
into by the parties as of January 21, 1999, (the "Agreement"). Unless otherwise
defined herein, the terms defined in the Agreement shall have the same meanings
in this Release.
1. Payment of Salary. The parties acknowledge and agree that, as of
the Retirement Date, all salary, and accrued vacation, and any and all other
benefits, bonuses or other such sums due Xx. Xxxxxxx have been paid to Xx.
Xxxxxxx.
2. Release.
(a) Xx. Xxxxxxx and Symantec, on behalf of themselves and
their respective heirs, executors, successors and assigns, hereby fully and
forever release each other and their respective heirs, executors, successors,
agents, officers and directors, from and agree not to xxx concerning, any and
all claims, actions, obligations, duties, causes of action, whether now known or
unknown, suspected or unsuspected, that either of them may possess based upon or
arising out of any matter, cause, fact, thing, act, or omission whatsoever
occurring or existing at any time prior to and including the Retirement Date
(collectively, the "Released Matters"), including without limitation,
(1) any and all claims relating to or arising from Xx.
Xxxxxxx' employment relationship with Symantec and the termination of that
relationship;
(2) any and all claims relating to, or arising from,
Xx. Xxxxxxx' right to purchase, or actual purchase of, shares of stock of
Symantec, including, without limitation, any claims of fraud, misrepresentation,
breach of fiduciary duty, breach of duty under applicable state corporate law,
and securities fraud under any state or federal law;
(3) any and all claims for wrongful discharge of
employment; termination in violation of public policy; discrimination; breach of
contract, both express and implied; breach of a covenant of good faith and fair
dealing, both express and implied; promissory estoppel; negligent or intentional
infliction of emotional distress; negligent or intentional misrepresentation;
negligent or intentional interference with contract or prospective economic
advantage; unfair business practices; defamation; libel; slander, negligence;
personal injury; assault; battery; invasion of privacy; false imprisonment; and
conversion.
(4) any and all claims for violation of any federal,
state or municipal statute, including, but not limited to, Title VII of the
Civil Rights Act of 1964, the Civil rights Act of 1991, the Age Discrimination
in Employment Act of 1967, the Americans with Disabilities Act of 1990, the Fair
Labor Standards Act, the Employee Retirement Income
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Security Act of 1974, the Worker Adjustment and Retraining Notification Act,
Older Workers Benefit Protection Act, and the California Fair Employment and
Housing Act, and Labor Code section 201, et, seq.;
(5) any and all claims for violation of the federal, or any state,
constitution;
(6) any and all claims arising out of any other laws and regulations
relating to employment or employment discrimination;
(7) any and all claims for attorney's fees and costs; and
(8) any and all claims either Symantec or Xx. Xxxxxxx may have
against the other for any acts by either occurring at any time prior to the
execution of this Release.
Each of the parties agrees that the foregoing enumeration of claims released is
illustrative, and the claims hereby released are in no way limited by the above
recitation of specific claims, it being the intent of the parties to fully and
completely release all claims whatsoever in any way relating to the Xx. Xxxxxxx'
employment with Symantec and the termination of such employment. This release
does not extent to any obligations incurred under the Agreement or the other
agreements specified therein as surviving the Retirement Date.
(b) Xx. Xxxxxxx represents that Xx. Xxxxxxx has no lawsuits, claims or
actions pending in Xx. Xxxxxxx' name, or on behalf of any other person or
entity, against Symantec or any other person or entity referred to herein. Xx.
Xxxxxxx also represents that Xx. Xxxxxxx does not intend to bring any claims on
Xx. Xxxxxxx' own behalf against Symantec or any other person or entity referred
to herein.
(c) Xx. Xxxxxxx and Symantec acknowledge that they have been advised by
legal counsel and are familiar with Section 1542 of the Civil Code of the State
of California, which states:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR.
Symantec and Xx. Xxxxxxx each expressly waives any right or benefit which they
have or may have under Section 1542 of the California Civil Code or any similar
provision of the statutory or non-statutory law of any other jurisdiction,
including Delaware. The parties acknowledge that in the future they may
discover claims or facts in addition to or different from those that they now
know or believe to exist with respect to the subject matter of this Release,
and that each of Xx. Xxxxxxx and Symantec intends to fully, finally, and
forever settle all of the Released matters in
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exchange for the benefits set forth in this Release and in the Agreement. This
release will remain in effect as a full and complete release notwithstanding
the discovery or existence of any additional claims or facts.
3. Acknowledgment of Waiver of Claims under ADEA. Xx. Xxxxxxx
acknowledges that Xx. Xxxxxxx is waiving and releasing any rights Xx. Xxxxxxx
may have under the Age Discrimination in Employment Act of 1967 ("ADEA") and
that this waiver and release is knowing and voluntary. Xx. Xxxxxxx and Symantec
agree that this waiver and release does not apply to any rights or claims that
may arise under ADEA after the Effective Date of this Release, Xx. Xxxxxxx
acknowledges that the consideration given for this waiver and release agreement
in addition to anything of value to which Xx. Xxxxxxx was already entitled. Xx.
Xxxxxxx further acknowledges that Xx. Xxxxxxx has been advised by this writing
that:
(a) Xx. Xxxxxxx should consult with an attorney prior to executing
this Release;
(b) Xx. Xxxxxxx has had at least twenty-one (21) days within which
to consider this Release, although Xx. Xxxxxxx may accept the terms of this
Release at any time within those 21 days;
(c) Xx. Xxxxxxx has seven (7) days following the execution of this
Release by the parties to revoke this Release; and
(d) This Release will not be effective until the revocation period
has expired.
4. Voluntary Execution of Agreement. This Release is executed
voluntarily and without any duress or undue influence on the part or behalf of
the parties hereto, with the full intent of releasing all claims. The parties
acknowledge that:
(a) they have read this Release;
(b) they have been represented in the preparation, negotiation, and
execution of this Release by legal counsel of their own choice or that they
have voluntarily declined to seek such counsel;
(c) they understand the terms and consequences of this Release and of
the releases it contains;
(d) they are fully aware of the legal and binding effect of this
Release.
XX. XXXXXXX HAS CONSULTED WITH AN ATTORNEY BEFORE SIGNING THIS RELEASE AND
UNDERSTANDS THAT, BY SIGNING THIS RELEASE, XX. XXXXXXX IS GIVING UP ANY LEGAL
CLAIMS XX. XXXXXXX HAS AGAINST SYMANTEC EXCEPT AS SET FORTH IN THE SEPARATION
AGREEMENT. XX. XXXXXXX FURTHER ACKNOWLEDGES THAT XX. XXXXXXX DOES SO KNOWINGLY,
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WILLINGLY, AND VOLUNTARILY IN EXCHANGE FOR THE BENEFITS DESCRIBED IN THE
SEPARATION AGREEMENT.
XXXXXX X. XXXXXXX, XX. SYMANTEC CORPORATION
By:
----------------------------- --------------------------------
Signature
Date: Title:
---------------------- ------------------------------
Date:
----------------------
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SYMANTEC CORPORATION CY 1999
PRESIDENT AND CEO VARIABLE COMPENSATION PLAN
This document defines the Variable Compensation Plan for Symantec's President
and Chief Executive Officer. The objective for CY 1999 is to achieve planned
earnings per share of $1.85 and planned revenue of $768 million. The purpose of
this plan is to provide critical focus on these goals and to provide incentive
compensation upon their attainment.
PLAN SUMMARY
The Target Bonus for this executive position is 100% of annual base salary.
- Quarterly: The plan includes bonus targets of 12.5% of base salary each
quarter (50% of base salary for the full year). There is no additional pay out
possible for achieving more than 100% of the quarterly metrics.
- Annual: The annual bonus target is 50% of base salary contingent upon
achievement of overall calendar year revenue growth and EPS results. Achieving
results greater than "planned performance" can yield an additional 50% upside
of base salary.
- Maximum: The maximum bonus potential of the combined plans is 150% of annual
base salary.
PLAN GUIDELINES FOR CY 1999
1. The Board of Directors reserves the right to alter or cancel any or all
such plan for any reason at any time. Any payments made under this plan are
at the sole discretion of the Board of Directors.
2. Participation in the plan for CY 1999 does not guarantee participation in
future incentive plans. Plan structures and participation will be
determined on a year to year basis and are guidelines only.
3. This plan supersedes any previous incentive or bonus plan that may have
been in existence. Those plans are null and void with the issuance of this
Plan for CY 1999.
4. Annual base salary reviewed and established at beginning of each calendar
year.
5. For participant with less that a full quarter of participation in the plan,
the quarterly bonus will be prorated based on the number of weeks of
participation.
6. The annual bonus calculation will be based on all eligible base salary
earnings for the year.
7. For participant with less that a full year of participation in the plan,
the annual bonus will be prorated based on the number of weeks of
participation.
8. Plan participant must be regular full-time employee at the end of each
quarter in order to participate. A participant who leaves before the end of
the calendar year will not receive payment under the annual calculation of
the plan.
9. In the event of an acquisition or purchases of products or technology, the
Planned Revenue, Revenue Growth, and Earnings per Share numbers will be
adjusted to reflect the change and are to be approved by the Compensation
Committee of the Board of Directors. One-time charges will be documented
clearly and components of the one time charge will be spelled out prior to
approval.
10. Payment will be made within two weeks of the financial close of each
quarter.
QUARTERLY PLAN COMPONENTS
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SYMANTEC CORPORATION CY 1999
PRESIDENT AND CEO VARIABLE COMPENSATION PLAN
Two metrics determine the bonus payment: 1) quarterly PLANNED TOTAL REVENUE
(PTR) and 2) quarterly EARNINGS PER SHARE (EPS). The performance targets for
these metrics are stated below. The weighting of each metric is 50%.
A minimum threshold of 80% of EACH target must be exceeded before the quarterly
bonus will be paid for that metric. There is no additional payment for
achieving more than 100% of the quarterly target in the Quarterly Plan.
o At 80% of the metric target, 0% of the bonus associated with that metric will
be paid.
o Between 80% and 100% of the metric targets, the bonus will be calculated on a
LINEAR basis in relation to the percent of the metric achieved.
------------------------------------------------------------------------------------------------------
PERFORMANCE BETWEEN 80-100% OF PLAN
------------------------------------------------------------------------------------------------------
% of Metrics % of Bonus % of Metrics % of Bonus
Attained earned Revenue EPS Attained earned Revenue EPS
------------- ---------- -------- ------ ------------- ---------- -------- ------
Weighting Weighting
----------------- -----------------
50% 50% 50% 50%
------------------------------------------------------------------------------------------------------
80
------------------------------------------------------------------------------------------------------
81 5% 2.5% 2.5% 91 55% 27.5% 27.5%
------------------------------------------------------------------------------------------------------
82 10% 5.0% 5.0% 92 60% 30.0% 30.0%
------------------------------------------------------------------------------------------------------
83 15% 7.5% 7.5% 93 65% 32.5% 32.5%
------------------------------------------------------------------------------------------------------
84 20% 10.0% 10.0% 94 70% 35.0% 35.0%
------------------------------------------------------------------------------------------------------
85 25% 12.5% 12.5% 95 75% 37.5% 37.5%
------------------------------------------------------------------------------------------------------
86 30% 15.0% 15.5% 96 80% 40.0% 40.0%
------------------------------------------------------------------------------------------------------
87 35% 17.5% 17.5% 97 85% 42.5% 42.5%
------------------------------------------------------------------------------------------------------
88 40% 20.0% 20.0% 98 90% 45.0% 45.0%
------------------------------------------------------------------------------------------------------
89 45% 22.5% 22.5% 99 95% 47.5% 47.5%
------------------------------------------------------------------------------------------------------
90 50% 25.0% 25.0% 100 100% 50.0% 50.0%
------------------------------------------------------------------------------------------------------
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QUARTER BONUS TARGETS
------------------------------------------------------------------------------------------------------
($000's) MARCH QUARTER JUNE QUARTER SEPTEMBER QUARTER DECEMBER QUARTER
---------------- ------------- ------------ ----------------- ----------------
PLANNED QTRLY
REVENUE TARGET
------------------------------------------------------------------------------------------------------
80% Of Threshold
======================================================================================================
EPS TARGET
------------------------------------------------------------------------------------------------------
80% Of Threshold
------------------------------------------------------------------------------------------------------
ANNUAL PLAN COMPONENTS
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SYMANTEC CORPORATION CY 1999
PRESIDENT AND CEO VARIABLE COMPENSATION PLAN
Two metrics will determine the annual bonus: 1) REVENUE GROWTH and 2) EARNINGS
PER SHARE for CY 1999. Attainment of each metric will determine 50% of the
annual bonus respectively. In addition, a 50% of base salary upside bonus
potential exists for performance greater than 100% of plan in the Annual Plan.
o A threshold of 80% must be exceeded for each respective metric before that
metric's portion of the annual bonus will be paid. There is an additional
incentive for achieving more than 100% of each metric.
o Between 80% and 100%, 1% performance equals 5% incentive. Between 100% and
130%, the bonus will be calculated on a linear basis in relation to the
percent of the metric achieved (1% performance equals 2.5% incentive).
Performance between 80-100% of Plan Performance > 100% of Plan
----------------------------------- --------------------------
% of Metric % of Bonus Revenue EPS % of Metric % of Bonus Revenue EPS
---------------------------------------------------------------------------------------------
Weighting Weighting
50% 50% 50% 50%
---------------- ---------------
80
81 5% 2.5% 2.5% 101 102.50% 51.25% 51.25%
82 10% 5.0% 5.0% 102 105.00% 52.50% 52.50%
83 15% 7.5% 7.5% 103 107.50% 53.75% 53.75%
84 20% 10.0% 10.0% 104 110.00% 55.00% 55.00%
85 25% 12.5% 12.5% 105 112.50% 56.25% 56.25%
86 30% 15.0% 15.0% 106 115.00% 57.50% 57.50%
87 35% 17.5% 17.5% 107 117.50% 58.75% 58.75%
88 40% 20.0% 20.0% 108 120.00% 60.00% 60.00%
89 45% 22.5% 22.5% 109 122.50% 61.25% 61.25%
90 50% 25.0% 25.0% 110 125.00% 62.50% 62.50%
91 55% 27.5% 27.5% 111 127.50% 63.75% 63.75%
92 60% 30.0% 30.0% 112 130.00% 65.00% 65.00%
93 65% 32.5% 32.5% 113 132.50% 66.25% 66.25%
94 70% 35.0% 35.0% 114 135.00% 67.50% 67.50%
95 75% 37.5% 37.5% 115 137.50% 68.75% 68.75%
96 80% 40.0% 40.0% 116 140.00% 70.00% 70.00%
97 85% 42.5% 42.5% 117 142.50% 71.25% 71.25%
98 90% 45.0% 45.0% 118 145.00% 72.50% 72.50%
99 95% 47.5% 47.5% 119 147.50% 73.75% 73.75%
100 100% 50.0% 50.0% 120 150.00% 75.00% 75.00%
There is no additional payment for achieving performance greater than 120% in
the Annual Plan.
