December 5, 2019 Samir Kapuria
Exhibit 10.01
December 5, 2019
Xxxxx Xxxxxxx
Re: Termination Benefits
Dear Xxxxx:
This agreement (the “Letter Agreement”) will be effective December 5, 2019 (the “Effective Date”) and will terminate on December 31, 2020 (the “Termination Date”).
1. Termination Benefits. If and at such time as you are terminated by NortonLifeLock Inc. (the “Company”) without Cause, or upon your death, prior to the Termination Date, you shall be entitled to receive in addition to the amounts set forth in subsection (i) below, and subject to satisfaction of the Release requirements set forth in Section 4 of this Agreement, the benefits described in subsections (ii), (iii) and (iv) below:
(i) earned but unpaid base salary and PTO and unreimbursed business expenses incurred through the date of termination of employment (“Accrued Benefits”), payable upon your Termination Date;
(ii) a single lump sum cash amount equal to your base salary in effect on the Effective Date, payable within sixty (60) days following your Termination Date;
(iii) A single lump sum cash amount equal to 100% of your annual target bonus amount in effect on the Effective Date, but such amount will be increased by a multiple reflecting the months worked more than 12 months following the Effective Date (e.g., for 13 months of post-Effective Date employment, the bonus multiple will be 108.33%), payable within sixty (60) days following your Termination Date; and
(iv) vesting of your Unvested Equity Awards as follows:
(A) For the purposes of this Agreement, the Company shall calculate your outstanding time-based RSUs that are unvested as of the Effective Date (the “Unvested RSUs”) and outstanding performance based restricted stock units that are unvested as of the Effective Date (calculated as set forth in the next sentence in this subsection (iv) (A)) (the “Unvested PRSUs” and together with the Unvested RSUs, the “Unvested Equity Awards), “Unvested PRSUs” means (i) for PRSUs, if any, held by you that are outstanding as of the Effective Date and for which the applicable performance metrics already have been measured, the resulting number of PRSUs that are then-subject to additional time-based vesting requirement plus (ii) for PRSUs, if any, held by you that are outstanding as of the Effective Date and for which the applicable performance metrics have not yet been measured (including in the case of any FY18 PRSUs, carryover amounts based on 3-year TSR achievement), the resulting number of PRSUs that are eligible to vest based on “target” level performance.
(B) Fifty percent (50%) of the Unvested Equity Awards held by you, reduced by any Unvested RSUs that vest between the Effective Date and your Termination Date, shall vest (and be settled) within thirty (30) days following your Termination Date. For purposes of clarity, all of your Unvested RSUs shall continue to vest during the period from the Effective Date through the Termination Date in accordance with their original vesting schedule.
(C) In addition to the benefits set forth in subparagraph (B) above, no later than January 5, 2021, you shall be entitled to vest (and settlement) of the remaining Unvested Equity Awards (after reduction for the number of Unvested Equity Awards as determined pursuant to subparagraph (B) above), subject to the satisfaction of the following performance requirements (the “New Performance Shares”) as follows:
a. 75% of the New Performance Shares may be earned (i) 50% based on the highest Average Closing Price during the period beginning on August 20, 2019 and ending on December 31, 2020and (ii) 50% based on the highest Average Closing Price during the period beginning on July 1, 2020 and ending on December 31, 2020, if in each case, such Average Closing Price is at or above .
b. 100% of the New Performance Shares may be earned (i) 50% based on the highest Average Closing Price during the period beginning on August 20, 2019 and ending on December 31, 2020 and (ii) 50% based on the highest Average Closing Price during the period beginning on July 1, 2020 and ending on December 31, 2020, if in each case, such Average Closing Price is at or above .
c. 125% of the remaining New Performance Shares may be earned (i) 50% based on the highest Average Closing Price during the period beginning on August 20, 2019 and ending on December 31, 2020 and (ii) 50% based on the highest Average Closing Price during the period beginning on July 1, 2020 and ending on December 31, 2020, if in each case, such average trading price is at or above .
d. 150% of the remaining New Performance Shares may be earned (i) 50% based on the highest Average Closing Price during the period beginning on August 20, 2019 and ending on December 31, 2020 (ii) 50% based on the highest Average Closing Price during the period beginning on July 1, 2020 and ending on December 31, 2020, if in each case, such Average Closing Price is at or above . For the avoidance of doubt, you shall not be entitled to receive more than 150% of the New Performance Shares.
e. Linear interpolation will apply between the trading prices set forth in subsections (a) through (c) above (but linear interpolation will not apply between prices set forth in subsections (c) through (d)).
(D) Upon a Change in Control (as defined in the Symantec Corporation Executive Retention Plan (the “Retention Plan”)) (or, for the avoidance of doubt, a termination of employment entitling you to the benefits under this Letter Agreement following a Change in Control), the number of remaining New Performance Shares that may be earned will be based on the greater of (x) the number of shares determined by the attainment of the stock price goals set forth in subsections (a) through (e) above, but based only on the price per share payable to stockholders in connection with the Change in Control rather than on the Average Closing Price in subsections (i) or (ii) of subsections (a) through (d) of subsection 1(b)(iv)(C), as the case may be, or (y) 100% of the remaining Unvested Equity Awards referred to in this subsection 1(b)(iv)(D), if greater.
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(E) The share price thresholds for attainment of the share price goals set forth in subsections (a) through (d) above shall be adjusted to take account of extraordinary dividends or other payments to stockholders, if any, as a result of the Purchase Agreement consistent with section 2.2 of the Symantec Corporation 2013 Equity Incentive Plan (the “Equity Plan”) and the treatment of other holders of restricted stock units or options under the Equity Plan or any other equity plan.
(F) The Committee will certify the achievement of the share price metrics and the resulting number of the New Performance Shares eligible to vest.
(G) Any portion of any Unvested Equity Awards that does not vest prior to the termination of your employment or upon or following a termination of your employment pursuant to the provisions of this Section 1 shall be forfeited.
2. Definitions.
(a) “Average Closing Price” shall mean the average reported closing price of the Company’s common stock for any period of twenty consecutive trading days within the relevant measurement period.
(b) “Cause” means any or all of the following: (i) failure to perform, to the reasonable satisfaction of the Company, the employee’s duties and/or responsibilities, as assigned or delegated by the Company (ii) commission of a felony or crime of moral turpitude, including but not limited to embezzlement or fraud (iii) material breach of the terms of the employee’s employment agreement, confidentiality and intellectual property agreement or any other agreement by and between employee and the Company (iv) commission of any act of dishonesty, misconduct or fraud in any way impacting the Company, its clients, or its affiliates; (v) any misconduct which brings the Company into disrepute, including conduct that injures or impairs the Company’s business prospects, reputation or standing in the community; (vi) violation of Company policies, including, without limitation, any violation of the Company’s Code of Conduct and Global Workforce Inclusion Policies; provided, however, that the Company shall allow employee a reasonable opportunity (but not in excess of 10 calendar days) to cure, to the reasonable satisfaction of the Company, any act or omission applicable to part (i), (iii), or (vi) above, if curable in the Company’s determination; provided, further, that it is understood that willful or grossly negligent acts or omissions will not be curable.
(c) “Code” means the Internal Revenue Code of 1986, as amended.
(d) “Committee” means the Compensation and Leadership Development Committee of the Board.
3. Release Requirement for Certain Severance & Acceleration.
The receipt of any severance payment or equity acceleration payable to you pursuant to Section 1 will be subject to your signing a release of claims that is satisfactory to the Company (a “Release”) and satisfying all conditions to make the Release effective and irrevocable by no later than sixty (60) days after the applicable date of the termination of employment.
4. Golden Parachute Taxes. In the event that the benefits provided for in this Agreement or otherwise payable to you (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the Code, then, your benefits under this Letter Agreement shall be payable either (i) in full, or (ii) as to such lesser amount which would result in no portion of such benefits being subject to the excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by the you on an after-tax basis, of the greatest amount of benefits under this Letter Agreement, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Reduction in either cash payments or equity compensation benefits shall be made pro-rata between and among benefits which are subject to Section 409A of the Code and benefits which are exempt from Section 409A of the Code.
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(i) Governing Law. The Letter Agreement shall be governed and construed in accordance with the laws of the State of California.
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Please review this offer and confirm your acceptance by signing in the space indicated below and returning your signed letter to me.
Sincerely, | |
/s/ Xxxx Xxxxxx | |
Xxxx Xxxxxx | |
VP, Human Resources | |
NortonLifeLock Inc. |
I hereby accept the terms and conditions of the offer of employment stated in this letter.
/s/ Xxxxx Xxxxxxx | 12/9/2019 | |
NAME | DATE |
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