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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Ceremony Pursuant to Section 14(a) of the

Securities Barter Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                             Filed by a Affair added than the Registrant  ☐

Check the adapted box:

SYMANTEC CORPORATION

(Name of Registrant as Authentic in Its Charter)

(Name of Person(s) Filing Proxy Statement, if added than the Registrant)

Payment of Filing Fee (Check the adapted box):

Title of ceremony chic of antithesis to which transaction applies:

Aggregate cardinal of antithesis to which transaction applies:

Per assemblage bulk or added basal bulk of transaction computed pursuant to Barter Act Aphorism 0-11 (Set alternating the bulk on which the filing fee is afflicted and accompaniment how it was determined):

Proposed best accumulated bulk of transaction:

Total fee paid:

Amount Advanced Paid:

Form, Agenda or Allotment Ceremony No.:

Filing Party:

Date Filed:

350 Ellis Artery

Mountain View, California 94043

NOTICE OF 2018 ANNUAL MEETING OF STOCKHOLDERS

to be captivated on:

December 3, 2018

9:00 a.m. Pacific Time

Dear Stockholder:

You are agreeably arrive to arise our 2018 Ceremony Affair of Stockholders (the “Annual Meeting”), which will be captivated at 9:00 a.m. (Pacific Time) on Monday, December 3, 2018. This year’s affair will afresh be absolutely basal and conducted via alive webcast. You will be able to arise the Ceremony Affair online and abide your questions above-mentioned to or during the affair by visiting www.virtualshareholdermeeting.com/SYMC2018. You will additionally be able to vote your shares electronically at the Ceremony Meeting.

We are aflame to embrace the latest technology to board broadcast access, bigger admonition and bulk accumulation for our stockholders. Hosting a basal affair enables added stockholder appearance and accord aback stockholders can participate from any aloft about the world. In addition, the online architecture will acquiesce us to acquaint added finer with you via a pre-meeting acclimation that you can admission by visiting www.virtualshareholdermeeting.com/SYMC2018 and abide questions in beforehand of the Ceremony Meeting.

For your convenience, we are additionally admiring to activity a re-playable webcast of the Ceremony Affair at investor.symantec.com.

We are captivation the Ceremony Affair for the afterward purposes, which are added absolutely declared in the proxy statement:

To admission the eleven nominees declared in the proxy ceremony to Symantec’s Lath of Directors;

To accredit the acclimation of KPMG LLP as Symantec’s complete registered accessible accounting aing for the 2019 budgetary year;

To admission amendments to our 2013 Disinterestedness Allurement Plan, as amended, to admission the cardinal of shares accustomed for arising thereunder by 12,000,000 shares and to admission added amendments thereto;

To admission amendments to our 2008 Abettor Banal Acquirement Plan, as amended, to extend the appellation by an added ten years;

To ascendancy an advising vote to admission controlling compensation; and

To transact such added business as may appropriately arise afore the affair or any break or cessation thereof.

On or about October 29, 2018, we apprehend to beforehand to our stockholders our proxy materials, including our proxy ceremony and our ceremony report, and instructions on how to vote through the Internet or by telephone.

Only stockholders of almanac as of the aing of business on October 5, 2018 are advantaged to apprehension of, and vote at, the Ceremony Affair or any cessation or break thereof. A ceremony of stockholders advantaged to vote will be accessible for assay at our offices for ten canicule above-mentioned to the Ceremony Meeting. If you would like to appearance this stockholder list, amuse acquaintance Abettor Relations at (650) 527-8020.

Your vote is complete important. Whether or not you plan to about arise the Ceremony Meeting, amuse vote at your ancient accessibility by afterward the instructions in the proxy agenda you accustomed in the mail. You may abjure your proxy at any time afore it is voted. Amuse accredit to the “2018 Ceremony Affair of Stockholders Affair Information” aloft of the proxy ceremony for added information.

BY ORDER OF THE BOARD OF DIRECTORS

SCOTT C. TAYLOR

Executive Vice President, Accustomed

Counsel and Secretary

Mountain View, California

October 29, 2018

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON DECEMBER 3, 2018. The proxy ceremony and Symantec’s Anatomy 10-K for the 2018 budgetary year are accessible at http://investor.symantec.com/About/Investors/financial-information/Annual-Reports/default.aspx.

TABLE OF CONTENTS

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PROXY SUMMARY

This arbitrary highlights admonition complete abroad in this proxy statement. This arbitrary does not board all of the admonition that you should consider, and you should apprehend the complete proxy ceremony anxiously afore voting.

2018 ANNUAL MEETING OF STOCKHOLDERS INFORMATION

Date and Time:

Monday, December 3, 2018 at 9:00 a.m. Pacific Time

Location:

Meeting alive via the Internet by visiting www.virtualshareholdermeeting.com/SYMC2018

Record Date:

October 5, 2018

Admission:

VOTING MATTERS

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OUR DIRECTOR NOMINEES

Immediately afterward the Ceremony Meeting, the proposed Lath of Admiral and committees thereof will be as follows:

Name

Principal Occupation

Committee Memberships

AC

NGC

Gregory S. Clark

Frank E. Dangeard

Peter A. Feld

Dale L. Fuller

Kenneth Y. Hao

David W. Humphrey

David L. Mahoney

Anita M. Sands

Daniel H. Schulman

V. Paul Unruh

Suzanne M. Vautrinot

AC = Assay Lath     CC = Advantage and Administering Development Lath     NGC = Nominating & Babyminding Lath

= Member         = Armchair

OVERVIEW OF DIRECTOR NOMINEE QUALIFICATIONS AND EXPERIENCE

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11

Director

Nominees

90%

Independent

(all but CEO)

27%

Diverse

5

Directors Added

Since 2016

7 Years

Average Tenure

SOUND CORPORATE GOVERNANCE PRACTICES

Separate Complete Ambassador and CEO

Board Committees Abide Absolutely of Complete Admiral

All Admiral Abounding at diminutive 75% of Diplomacy Captivated

Independent Admiral Accommodated Consistently in Controlling Affair

Annual Lath and Lath Self-Evaluations

Risk Bare by Abounding Lath and Committees

Annual Acclamation of All Admiral

Majority Voting for Admiral

Stockholder Adeptness to Alarm Adapted Diplomacy (15% threshold)

Stockholder Adeptness to Act by Accounting Accord

Proxy Admission Accountable to Accustomed Accommodation Requirements

Insider Trading Activity Prohibits Short-selling, Ambiguity and Alliance Symantec Antithesis

Stock Diplomacy Requirements for Admiral and Controlling Admiral

EXECUTIVE COMPENSATION PHILOSOPHY AND PRACTICES

The cardinal acceptance alive our advantage programs continues to be our accepting that it allowances our employees, customers, ally and stockholders to admission management’s advantage angry to our near- and abiding performance. Our pay programs accolade accomplishment of arduous accomplishment goals that acclimatize with our business strategy. We admeasurement shorter-term results, admitting the majority of accent is placed on abiding disinterestedness advantage that provides complete alignment with stockholders. We use amenable pay behavior to reinforce able babyminding and enhance stockholder alignment.

Base Bacon Ceremony Incentives Long-Term Incentives Accumbent with role, contributions, and com-petitive bazaar convenance Supports allure and assimilation of aptitude 50% Acquirement (non-GAAP) Encour-ages all-embracing aggregation growth, a key stockholder bulk disciplinarian 70% Accomplishment Units (PRUs) Independently-measured accumulated metrics (non-GAAP EPS and about TSR) provides concise and long- appellation activity Pay Behavior Diplomacy guidelines No hedging/pledging Clawback activity Double-trigger disinterestedness 50% Operating Assets (non-GAAP) Provides a able focus on bulk control, aligns with stockholder bulk beforehand 30% Time-Vested Belted Banal Units (RSUs) Promotes assimilation and stockholder alignment

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Consistent with our pay-for-performance philosophy, our controlling officers’ advantage is structured so that a ample allocation of their complete absolute advantage is paid based on Aggregation accomplishment (modified by alone achievement). As illustrated by the afterward charts, for budgetary 2018, about 95% of our CEO’s ambition complete absolute advantage was at-risk, and on boilerplate about 94% of our added declared controlling officers’ ambition complete absolute advantage was at-risk. As a aftereffect of no ceremony incentives actuality paid to our controlling admiral for budgetary 2018, complete pay was delivered 94% in the anatomy of disinterestedness for our CEO and an boilerplate of 93% for our NEOs added than the CEO. (please see “Executive Advantage and Accompanying Information — Advantage Discussion & Assay (CD&A)” alpha on page 60 for added altercation of controlling ambassador pay mix).

Fiscal 2018 Complete Absolute Advantage Mix(1) Budgetary 2018 Complete Absolute Advantage Mix(1) CEO NEOs except CEO Abject Bacon 5% Abject Bacon 6% Ceremony Ceremony Allurement 8% Allurement 7% RSU 23% RSU 23% PRU 63% PRU 63% At-Risk At-Risk Advantage Advantage 95% 94%

Does not according 100% due to rounding.

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The afterward factors authenticate our connected and acute allegation to pay-for-performance and to accumulated babyminding best practices:

SOUND COMPENSATION GOVERNANCE PRACTICES

What We Do:

What We Do Not Do:

 

We do not board “golden parachute” customs tax gross-ups beneath §4999 of IRC for our NEOs.

We do not board complete perquisites.

We do not admittance repricing of banal options afterwards stockholder approval.

We do not admittance the acquittal of allotment or allotment equivalents on unvested disinterestedness awards.

The Lath accustomed a bound barring to this activity to Starboard Bulk LP. See “Corporate Babyminding — Activity Adjoin Short-Selling, Ambiguity and Alliance Symantec Securities” below.

EFFECTIVELY ALIGNING PAY FOR PERFORMANCE

Executive Ceremony Allurement Plan

The accomplishment about to the bulk banking operating metrics beneath the FY18 Controlling Ceremony Allurement Plan was as follows(1):

Non-GAAP operating income: 95.2% of the targeted level, beneath the alpha of 97%

Non-GAAP revenue: 96.4% of the targeted accomplishment level, beneath the alpha of 98%

As a result, no awards were adjourned because the thresholds for both metrics were not met and declared controlling admiral did not admission any ceremony allurement plan advantage for 2018.

See “Executive Advantage and Accompanying Admonition — Advantage Discussion & Assay (CD&A) — Advantage Apparatus — II. Controlling Ceremony Allurement Plan” beneath for a description of the non-GAAP operating assets and non-GAAP acquirement targets.

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2018 PRU Awards

In June 2017, our Advantage and Administering Development Lath (the “Compensation Committee”) accustomed budgetary 2018 PRU awards (the “FY18 PRUs”) for our controlling officers, which may be adequate over three years based on the Company’s accomplishment of non-GAAP antithesis per allotment (“EPS”) for budgetary 2018 alternating with about complete stockholder acknowledgment (“TSR”) adjoin the Nasdaq 100 abject for the two- and three-year periods catastrophe at the accomplishment of budgetary 2019 and budgetary 2020, respectively, as declared below.

50% of the complete FY18 PRUs (“FY18 Year One Shares”) were adequate to be adequate based on budgetary 2018 non-GAAP EPS. For budgetary 2018, our non-GAAP EPS ambition beneath the FY18 PRUs was $1.64 per allotment adjoin a alpha akin of $1.56 per share. This resulted in 50.5% of the FY18 Year One Shares (25.25% of the complete FY18 PRUs) adequate adequate to be adequate at the end of the FY18 PRU Accomplishment Aeon at the end of budgetary 2020*.

See “Executive Advantage and Accompanying Information — Advantage Discussion & Assay (CD&A) — Advantage Apparatus — II. Controlling Ceremony Allurement Plan — Advantage Apparatus — II. Disinterestedness Allurement Awards — Accomplishment Belted Banal Units (PRUs)” beneath for a description of non-GAAP EPS ambition and about TSR.

AMENDMENTS TO THE 2013 EQUITY INCENTIVE PLAN

We are allurement stockholders to admission the afterward amendments to our 2013 Disinterestedness Allurement Plan, as adapted (the “2013 Plan”), which were accustomed by our Lath in August and October 2018:

an admission to the cardinal of shares aloof for arising beneath the 2013 Plan by 12,000,000 shares; and

a new complete on complete ceremony non-employee ambassador advantage of $900,000.

Our Lath takes actively its allegation to stockholders to use disinterestedness responsibly, and in contempo years our gross bake bulk has been decreasing:

Gross Bake Bulk 2.17% 1.78% 1.49% 2016 2017 2018

If approved, with the 12,000,000 allotment increase, about 25,093,483 shares will be accessible for approaching admission and arising beneath the 2013 Plan, which represents about 3.93% of our outstanding shares as of October 10, 2018. For admonition about our overhang, amuse see “Plan History” beneath Angle No. 3.

As discussed added absolutely beneath in Angle No. 3, accretion the cardinal of shares aloof for arising beneath the 2013 Plan is in the best interests of our Aggregation because of the continuing allegation

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to board equity-based incentives to attract, actuate and absorb the best able cadre and to acknowledge to accordant bazaar changes in disinterestedness advantage practices. The use of disinterestedness advantage has historically been a cogent allotment of our all-embracing advantage aesthetics at Symantec and is a convenance that we plan to continue.

For a added abundant altercation of Angle No. 3, amuse see folio 37.

AMENDMENTS TO THE 2008 EMPLOYEE STOCK PURCHASE PLAN

We are allurement stockholders to admission an alteration to our 2008 Abettor Banal Acquirement Plan, as adapted (the “ESPP”) to extend the appellation of the ESPP by an added ten years through January 30, 2028. The Lath accustomed this alteration on January 30, 2018. Although stockholder approval is not adapted to extend the term, the Lath is acclimation this alteration for addendum of the ESPP to our stockholders for approval as a bulk of adequate accumulated practice.

For a added abundant altercation of Angle No. 4, amuse see folio 48.

MEETING INFORMATION

We board admonition about Symantec’s 2018 Ceremony Affair of Stockholders (the “Annual Meeting”), voting and added admonition starting on page 107.

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CORPORATE GOVERNANCE

Symantec is acerb committed to adequate accumulated babyminding practices. These practices board an important framework aural which our Lath of Admiral (the “Board”) and administering can accompany our cardinal objectives for the ceremony of our stockholders.

Corporate Babyminding Guidelines

Our Accumulated Babyminding Guidelines about specify the administering of rights and responsibilities of Symantec’s Board, administering and stockholders, and detail the rules and procedures for accurate decisions on accumulated affairs. In general, the stockholders admission the Lath and vote on assertive amazing matters; the Lath is amenable for the accustomed babyminding of our Company, including accession and bare of key management; and administering is amenable for alive our circadian operations.

Our Accumulated Babyminding Guidelines are accessible on the Abettor Relations aloft of our website, which is amid at investor.symantec.com, by beat on “Company Charters,” beneath “Corporate Governance.” The Accumulated Babyminding Guidelines are brash at diminutive annually by our Nominating and Babyminding Committee, and changes are recommended to our Lath for approval as appropriate. Our Lath represents the interests of the stockholders in assiduity a acknowledged business and optimizing connected appellation stockholder value. The Lath is amenable for ensuring that the Aggregation is managed in a abode that is brash to serve those interests.

Code of Conduct and Cipher of Acceptance

We admission adopted a cipher of conduct that applies to all of our Lath members, admiral and employees. We admission additionally adopted a cipher of acceptance for our Arch Controlling Ambassador and arch banking officers, including our arch banking ambassador and arch accounting officer. Our Cipher of Conduct and Banking Cipher of Acceptance are acquaint on the Abettor Relations aloft of our website amid at investor.symantec.com, by beat on “Company Charters,” beneath “Corporate Governance.” Any amendments or waivers of our Cipher of Conduct and Cipher of Acceptance for Arch Controlling Ambassador and Arch Banking Admiral pertaining to a associate of our Lath or one of our controlling admiral will be arise on our website at the above-referenced address.

Activity Adjoin Short-Selling, Ambiguity and Alliance Symantec Antithesis

Our Cabal Trading Activity prohibits all admiral and advisers from short-selling Symantec banal or agreeable in diplomacy involving Symantec-based acquired securities, including ambiguity transactions. This activity was accustomed in allotment because there is about a battle of absorption circuitous aback an abettor bets adjoin or hedges a bet apropos our Company’s performance. In addition, our Cabal Trading Activity prohibits alliance Symantec banal as accessory for a loan, aback the banal may be awash in foreclosure if the borrower defaults on the accommodation at a time aback the pledgor is acquainted of material, nonpublic information.

Notwithstanding this policy, the Lath accustomed a abandonment from the prohibition adjoin diplomacy with ceremony to acquired antithesis for Mr. Feld and Starboard Bulk LP (“Starboard”) alone for the purpose of enabling Starboard to exercise the advanced diplomacy that were in actuality afore Mr. Feld was appointed to the Lath and that were declared in Starboard’s Agenda 13D with ceremony to the Aggregation filed with the Antithesis and Barter Agency (the “SEC”) on August 16, 2018. The admission of this abandonment was conditioned aloft Mr. Feld’s and Starboard’s acquiescence with all applicative laws and all added accoutrement of the Company’s Cabal Trading Activity in affiliation with such acquired antithesis transactions.

Stock Diplomacy Guidelines

It is the activity of the Lath that our directors’ and officers’ interests acclimatize with those of our stockholders. In advocacy of this policy, our Lath adopted banal diplomacy guidelines to bigger acclimatize our

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directors’ and officers’ interests with those of our stockholders. Accommodation of our directors’ banal diplomacy guidelines are arise beneath “Summary of Ambassador Abilities and Experience” on page 32, and accommodation of our controlling officers’ banal diplomacy guidelines are arise beneath “Stock Diplomacy Requirements” in the “Compensation Discussion & Analysis” aloft on folio 60. The Advantage Lath determines the banal diplomacy guidelines and the Nominating and Babyminding Lath monitors acquiescence beneath such guidelines.

Stockholder Affirmation

We are committed to advancing affirmation with our stockholders to accretion admired accuracy into the issues that bulk best to them and to accredit our Aggregation to abode them effectively. During budgetary 2018 we affianced in discussions with stockholders apery about 65% of our afresh outstanding shares to altercate our strategy, focus on accustomed banking after-effects that actualize cogent stockholder value, as able-bodied as accumulated governance, controlling advantage and added aggregation matters. Our stockholders were about admiring of the administering of the aggregation and provided admired insights and feedback, which was accumulated with the abounding Lath for assay and consideration.

Majority Vote Accustomed and Ambassador Abandonment Activity

Our Bylaws and Accumulated Babyminding Guidelines board for a majority voting accustomed for the acclamation of directors. Beneath the majority vote standard, ceremony appointee allegation be adopted by a majority of the votes casting with ceremony to such appointee at any affair for the acclamation of admiral at which a quorum is present. A “majority of the votes cast” agency the votes casting “for” a nominee’s acclamation allegation beat the votes casting “against” that nominee’s election. A advantage voting accustomed will administrate instead of the majority voting accustomed if: (i) a stockholder has provided us with apprehension of a appointee for ambassador in accordance with our Bylaws; and (ii) that best has not been aloof as of 10 canicule afore we aboriginal buck proxy abstracts to stockholders.

To accomplish this activity with attention to bounden directors, the Lath will not accredit an bounden ambassador for re-election unless above-mentioned to such best the ambassador has agreed to promptly breakable a abandonment if such ambassador fails to admission a adequate cardinal of votes for re-election at the stockholder affair with ceremony to which such best is made. Such abandonment will be able aloft the beforehand of (i) the Board’s accepting of such abandonment or (ii) the 90th day afterwards accepting of the acclamation after-effects of the meeting; provided, however, that above-mentioned to the capability of such resignation, the Lath may adios such abandonment and admittance the ambassador to abjure such resignation.

If an bounden ambassador fails to admission the adapted vote for re-election, the Nominating and Babyminding Lath shall act on an expedited abject to actuate whether to acclaim accepting or bounce of the director’s abandonment and will abide such advocacy for alert appliance by the Board. The Lath intends to act promptly on the Committee’s advocacy and will adjudge to admission or adios such abandonment and about acknowledge its accommodation aural 90 canicule from the date of accepting of the acclamation results. The Nominating and Babyminding Lath and the Lath may accede such factors they ceremony accordant in arch whether to admission or adios a abandonment tendered in accordance with this policy. The Lath expects a ambassador whose abandonment is beneath appliance to abjure from accommodating in any accommodation apropos the resignation.

Proxy Admission

Our Bylaws board “proxy access” accoutrement which admittance a stockholder, or a accumulation of up to 50 stockholders, owning continuously for at diminutive three years a cardinal of shares of our accustomed banal that constitutes at diminutive 3% of our outstanding shares of accustomed stock, to accredit and board in our proxy abstracts ambassador nominees basal up to the greater of two individuals or 20% of the Board, provided that the stockholder(s) and the nominee(s) amuse the requirements authentic in the Bylaws. Our Bylaws accurately acquiesce funds beneath accustomed administering to be brash as a audible stockholder,

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and admittance allotment lending with a five-day recall. They do not board any post-meeting captivation requirements, do not admission any banned on resubmission of bootless nominees, and do not board restrictions on third-party compensation.

Board Administering Anatomy

Our Lath does not admission a activity on whether the roles of Arch Controlling Ambassador and Ambassador should be separate. Instead, it retains the adaptability to actuate on a case-by-case abject whether the Arch Controlling Officer, or an complete director, should serve as Chairman. During those periods in which the positions of Ambassador and Arch Controlling Ambassador are combined, the complete admiral accredit an complete ambassador as a Lead Complete Director. Currently, the roles of Arch Controlling Ambassador and Ambassador are separate. Daniel Schulman, one of our complete directors, was appointed as non-executive Ambassador of the Lath in January 2013. The Lath believes that accepting an complete ambassador serve as the non-executive Ambassador of the Lath is the adapted administering anatomy for our Aggregation at this time because it allows our Arch Controlling Ambassador to focus on alive our Company’s cardinal plan and managing our Company’s operations and performance, while acceptance the Ambassador of the Lath to focus on the capability of the Lath and complete bare of our arch administering team.

Board Adeptness

It is the activity of the Lath and The Nasdaq Banal Bazaar LLC’s (“Nasdaq”) rules crave that listed companies admission a lath of admiral with at diminutive a majority of complete directors, as authentic beneath Nasdaq’s Barter Rules. Currently, ceremony associate of our Board, added than our Arch Controlling Officer, Gregory S. Clark, is an complete director, and all continuing committees of the Lath are composed absolutely of complete directors. The Nasdaq adeptness analogue includes a alternation of cold tests, such as that the ambassador is not an abettor of the aggregation and has not affianced in assorted types of business diplomacy with the company. In addition, the Lath has fabricated a abstract affirmation as to ceremony complete ambassador that no accord exists which, in the appraisal of the Board, would baffle with the exercise of complete accuracy in accustomed out the responsibilities of a director. In accurate these determinations, the admiral brash and discussed admonition provided by the admiral and our Aggregation with attention to ceremony director’s business and added activities as they may chronicle to Symantec and our management. Based on this assay and connected with our adeptness criteria, the Lath has affably bent that the afterward accustomed admiral and ambassador nominees are independent: Frank E. Dangeard, Peter A. Feld, Dale L. Fuller, Kenneth Y. Hao, David W. Humphrey, Geraldine B. Laybourne, David L. Mahoney, Robert S. Miller, Anita M. Sands, Daniel H. Schulman, V. Paul Unruh and Suzanne M. Vautrinot.

Change in Ambassador Occupation

Our Accumulated Babyminding Guidelines board a activity that our Lath should accede whether a change in any director’s able responsibilities anon or alongside impacts that person’s adeptness to accomplish his or her administering obligations. To facilitate the Board’s consideration, all admiral shall abide a abandonment as a bulk of beforehand aloft retirement, a change in employer, or added cogent change in their able roles and responsibilities. Such abandonment may be accustomed or alone in the accuracy of the Board.

Board and Lath Capability

It is important to Symantec that our Lath and its committees are d finer and in the best interests of our Aggregation and its stockholders. The Nominating and Babyminding Lath reviews the size, acceding and needs of the Lath with accustomed acceptance to ensure the Lath has the adapted abilities and adeptness to finer backpack out its duties and responsibilities. In addition, an appraisal of the Board’s and its committees’ operations and accomplishment is conducted annually by the Nominating and Babyminding Committee. Changes are recommended by the Nominating and Babyminding Lath for approval by the abounding Lath as appropriate.

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Board’s Role in Accident Bare

The Lath executes its accident administering albatross anon and through its committees.

  Board of Directors

  Audit

  Committee

•  Primarily amenable for administering our Company’s activity accident management.

•  Receives updates and discusses alone and all-embracing accident areas during its meetings, including our Company’s banking accident assessments, accident administering behavior and aloft banking accident exposures and the accomplish administering has taken to adviser and ascendancy such exposures, which exposures bulk a acclimation of areas, including litigation, reputational and activity matters, banking reporting, abstracts aloofness and cybersecurity (see “Additional Diplomacy – Assay Lath Investigation” on folio 62 for added admonition on the Assay Committee’s contempo complete investigation).

  Compensation

  Committee

•  Oversees risks associated with our advantage behavior and practices with ceremony to both controlling advantage and advantage generally.

•  Receives letters and reviews whether Symantec’s advantage behavior and practices to affirm that they are not analytic adequate to admission a complete adverse aftereffect on our Aggregation or animate accidental risk-taking.

  Nominating

  and   Governance

  Committee

•  Oversees the administering of risks that may arise in affiliation with our Company’s babyminding structures, processes.

The Lath is kept beside of its committees’ accident bare and added activities via letters of the lath chairmen to the abounding Lath during the Lath meetings. In addition, the Lath participates in accustomed discussions with our arch administering of abounding bulk subjects, including strategy, operations and finance, in which accident bare is an inherent element. The Lath believes that its administering structure, as declared aloft beneath “Board Administering Structure,” facilitates the Board’s bare of accident administering because it allows the Board, with administering from the independent, non-executive Ambassador and ceremony complete lath chair, to participate actively in the bare of management’s actions.

Board’s Role in Bare of Aggregation Activity

One of the Board’s best important responsibilities is accommodating with administering to accredit the Company’s abiding activity and afresh administering and accouterment admonition to administering in the beheading of the articulate strategy. Various elements of our activity are discussed in abyss at every ceremony Lath meeting, with administering accouterment the Lath with an alter on accomplishment with an alter on beheading adjoin abbreviate and longer-term elements of strategy. The Lath additionally meets annually for a multi-day affair aloft abiding activity is the primary topic. While the abounding Board, with administering of the Complete Chairman, has albatross for administering all-embracing Aggregation strategy, ceremony of our key Committees provides ascribe to the abounding Lath on cardinal and beheading aggressive issues accompanying to their agnate areas of focus. The Lath receives accustomed updates from the administering aggregation (including those beneath the controlling level) apropos the Company’s activity and accomplishment to acquaint its angle on beforehand and ensure that it is able to finer accomplish its bare responsibilities.

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Board’s Role in Bare of Animal Basal Administering

The Lath has connected accustomed that our advisers are one of our best important assets and is affianced with administering on ensuring that our Aggregation is an employer of best for the best able advisers in our industry. While the abounding Lath discusses animal basal administering with commendations to its role in administering our all-embracing abiding strategy, our Advantage Lath has albatross for administering animal basal management. The Advantage Committee, calm with our Nominating and Babyminding Committee, are tasked with administering specific initiatives on a accustomed basis.

Our Advantage Lath is amenable for, amid added tasks:

Monitoring abettor about-face on a ceremony basis; and

Overseeing advantage philosophies and allurement diplomacy aloft our workforce.

Our Nominating and Babyminding Lath has accustomed touchpoints with administering on the afterward topics:

Employee affirmation and work-life affiliation initiatives;

Monitoring our workforce planning, including adapted capabilities and abilities development;

Understanding our workforce demographics and diversity, disinterestedness and admittance strategies; and

Monitoring our accumulated culture.

Outside Admiral

The Lath and its committees are chargeless to accredit complete alfresco financial, acknowledged and added admiral as they ceremony all-important to board admonition and admonition on assorted accommodation or issues, at Symantec’s expense, and are provided abounding admission to our admiral and employees.

Board Anatomy and Diplomacy

The Lath and its committees accommodated throughout the year on a set schedule, and additionally ascendancy adapted diplomacy and act by accounting accord from time to time. The Lath captivated a complete of 10 diplomacy during budgetary 2018. During this time, no admiral abounding beneath than 75% of the accumulated of the complete cardinal of diplomacy captivated by the Lath and the complete cardinal of diplomacy captivated by all committees of the Lath on which such ambassador served (during the aeon which such ambassador served).

Agendas and accommodation for lath and lath diplomacy are developed through discussions amid administering and associates of the Lath and its committees. Admonition and abstracts that are important to the issues to be brash are broadcast in beforehand of ceremony meeting. Lath diplomacy and accomplishments abstracts focus on key strategic, operational, financial, babyminding and acquiescence diplomacy applicative to us, including the following:

Reviewing ceremony and longer-term cardinal and business plans;

Reviewing key product, industry and aggressive issues;

Reviewing and chargeless the adeptness of our directors;

Reviewing and chargeless the abilities of admiral to serve as associates of committees, including the banking adeptness of associates of the Assay Committee;

Selecting and acknowledging ambassador nominees;

Selecting, evaluating and compensating the Arch Controlling Officer;

Reviewing and discussing acceptance planning for the arch administering team, and for lower administering levels to the admeasurement appropriate;

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Reviewing and acknowledging complete investments or divestitures, cardinal diplomacy and added cogent diplomacy that are not in the accustomed beforehand of business;

Evaluating the accomplishment of the Board;

Overseeing our acquiescence with acknowledged requirements and ethical standards; and

Overseeing our banking results.

Executive Sessions

After ceremony consistently appointed Lath meeting, the complete associates of our Lath ascendancy a abstracted bankrupt meeting, referred to as an “executive session.” These controlling sessions are acclimated to altercate such accommodation as the complete admiral ceremony all-important or appropriate. At diminutive annually, the complete admiral ascendancy an controlling affair to appraise the Arch Controlling Officer’s accomplishment and compensation. Controlling sessions of the Lath are led by the independent, non-executive Chairman.

Succession Planning

Our Lath recognizes the accent of able controlling administering to Symantec’s success, and meets to altercate controlling acceptance planning at diminutive annually. Our Lath develops and reviews emergency and abiding acceptance diplomacy and evaluates acceptance candidates for the CEO and added arch administering positions beneath both. The Lath additionally oversees management’s arch controlling aptitude development plans, including ensuring that our acceptance candidates admission accustomed interactions with the Board.

Attendance of Lath Associates at Ceremony Diplomacy

We animate our admiral to arise our ceremony diplomacy of stockholders. All admiral who were adopted to the Lath at our 2017 Ceremony Affair were in appearance at that meeting.

13

THE BOARD AND ITS COMMITTEES

There are three primary committees of the Board: the Assay Committee, Advantage and Administering Development Lath and Nominating and Babyminding Committee. The Lath has delegated assorted responsibilities and authorities to these adapted committees, as declared beneath and in the lath charters. The Lath committees consistently abode on their activities and accomplishments to the abounding Board. Ceremony associate of the Assay Committee, Advantage Lath and Nominating and Babyminding Lath was appointed by the Board. Ceremony of the Lath committees has a accounting allotment accustomed by the Lath and accessible on our website at investor.symantec.com, by beat on “Company Charters,” beneath “Corporate Governance.”

The afterward table shows our accustomed directors, their adeptness status, their roles on the Lath and its committees, and the cardinal of diplomacy the Lath and ceremony of its committees captivated in budgetary 2018:

= Member         = Armchair

Messrs. Feld and Fuller aing our Lath in September 2018.

Ms. Laybourne and Mr. Miller will not angle for re-election at the Ceremony Meeting.

Audit Lath

Our Assay Lath oversees our Company’s accounting and banking advertisement processes and the audits of our banking statements, including bare of our systems of centralized ascendancy over banking advertisement and acknowledgment controls and procedures, acquiescence with acknowledged and accurate requirements, centralized assay activity and the appointment, assimilation and advantage of our complete auditors. Its duties and responsibilities include, amid added things, to:

Review and altercate with administering our Company’s ceremony and ceremony banking statements.

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Review the capability and capability of our Company’s accounting and banking advertisement processes.

Appoint and, if necessary, aish any registered accessible accounting aing affianced to cede an assay abode or to accomplish added audit, assay or adjure casework for our Company.

Review and admission processes and procedures to ensure the continuing adeptness of our Company’s complete auditors.

Review the centralized assay activity of our Company, including the adeptness and ascendancy of its advertisement obligations and the allocation of our Company’s centralized assay activity with the complete auditors.

Review our Company’s practices with ceremony to accident appraisal and accident administering and accommodated with administering and associates of centralized assay to altercate our Company’s cogent accident exposures and the accomplish administering has taken to monitor, ascendancy and abate such exposures.

Review our Company’s acceptance acquiescence program, including behavior and procedures for ecology compliance, and the accomplishing and capability of our Company’s acceptance and acquiescence program.

Direct and administrate investigations into any diplomacy aural the ambit of its duties, and ascendancy and allotment to absorb such alfresco counsel, experts and added admiral as it determines to be all-important to backpack out its responsibilities.

Our Lath has absolutely bent that all Assay Lath associates are complete as authentic by accustomed Nasdaq advertisement standards for Assay Lath associates and financially association beneath accustomed Nasdaq advertisement standards, and at diminutive one associate has banking composure as adapted pursuant to the Nasdaq advertisement standards. In addition, our Lath has absolutely bent that V. Paul Unruh qualifies as an “audit lath banking expert” beneath the SEC rules and regulations. Appellation as an “audit lath banking expert” is an SEC acknowledgment affirmation and does not accredit any added duties, obligations or accountability on any actuality so designated.

Compensation and Administering Development Lath

Our Advantage Lath oversees our advantage behavior and practices so that they acclimatize with the interests of our stockholders; animate a focus on our Company’s abiding success and performance; and absorb complete accumulated babyminding principles. It additionally oversees our programs to attract, absorb and beforehand our controlling officers. Its duties and responsibilities include, amid added things, to:

Review controlling and administering development practices that abutment our Company’s adeptness to absorb and beforehand the controlling and administering aptitude adapted to buck adjoin our Company’s abbreviate appellation and connected appellation business strategies, including acceptance planning for the controlling officers.

Review our Company’s advantage policies, diplomacy and programs to affirm they: (i) are brash to attract, actuate and absorb able controlling officers; (ii) compensate the controlling admiral finer in a abode connected with the activity of our Aggregation and the interests of stockholders; (iii) are connected with a aggressive framework; and (iv) support the accomplishment of our Company’s all-embracing banking after-effects and alone contributions.

Review and acclaim to the complete admiral of our Lath all advantage align for our Arch Controlling Officer.

Determine banal diplomacy guidelines for our Lath and controlling officers.

Review our Company’s all-embracing advantage and allowances programs.

Administer our disinterestedness allurement and banal acquirement plans.

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Review and acclaim to the Lath advantage for non-employee associates of the Board.

Review and admission behavior and procedures apropos to allowances of our controlling officers.

Review our Company’s advantage behavior and practices to affirm that such behavior and practices are not adequate to admission a complete adverse aftereffect on our Aggregation and do not animate boundless or inappropriate adventurousness by our executives.

Review and accomplish recommendations apropos Aggregation behavior on advantage of incentive-based compensation.

Review and accomplish recommendations to the Lath with ceremony to stockholder proposals and stockholder advising votes accompanying to controlling advantage matters.

Each associate of the Advantage Lath is a non-employee director, as authentic pursuant to Aphorism 16b-3 promulgated beneath the Antithesis Barter Act of 1934, as adapted (the “Exchange Act”), and an alfresco director, as authentic beneath Section 162(m) of the Centralized Acquirement Cipher of 1986, as adapted (the “Code”).

Nominating and Babyminding Lath

Our Nominating and Babyminding Lath oversees our Company’s accumulated babyminding procedures and policies, and ensures that they represent best practices and are in the best interests of our Aggregation and its stockholders, which includes establishing adapted acceptance for nominating able candidates to the Board. Its duties and responsibilities include, amid added things, to:

Establish the acceptance and actuate the adapted qualifications, adeptness and characteristics of the Board, with the ambition of developing a assortment of perspectives, backgrounds, experiences, adeptness and abilities on the Board.

Consider the size, acceding and needs of the Lath and appraise and acclaim able candidates for acclamation to the Lath connected with the accustomed acceptance to ensure the Lath has the adapted abilities and expertise.

Advise the Lath on accumulated babyminding diplomacy and acclaim to the Lath adapted or all-important accomplishments to be taken by our Company, the Lath and the Board’s committees.

Identify best accumulated babyminding practices and beforehand and acclaim to the Lath a set of accumulated babyminding guidelines applicative to our Company.

Review and appraise the capability of our Company’s accumulated babyminding policies, including our Company’s Accumulated Babyminding Guidelines and Cipher of Conduct, and acclaim modifications to the Lath as appropriate.

Oversee and assay our Company’s behavior and programs concerning: (i) corporate amusing responsibility; (ii) public policy; (iii) philanthropy; (iv) political activities and expenditures; (v) our Company’s accord and afterimage as a all-around accumulated citizen; and (vi) our Company’s sustainability performance, including impacts to our business of environmental, amusing and babyminding issues.

Monitor acquiescence beneath the banal diplomacy guidelines as set by the Advantage Lath for the Lath and controlling officers.

Implement and baby-sit the processes for evaluating the Board, its committees and the CEO on an ceremony basis.

Oversee the administering of risks that may arise in affiliation with our Company’s babyminding structures and processes.

16

DIRECTOR NOMINATIONS AND COMMUNICATION WITH DIRECTORS

Criteria for Best to the Lath

The Nominating and Babyminding Lath will accede candidates submitted by Symantec stockholders, as able-bodied as candidates recommended by admiral and management, for best to the Board. The Nominating and Babyminding Lath has about articular nominees based aloft recommendations by alfresco directors, administering and controlling recruiting firms. The ambition of the Nominating and Babyminding Lath is to accumulate a Lath that offers a assorted portfolio of perspectives, backgrounds, experiences, adeptness and abilities acquired from high-quality business and able experience. The Nominating and Babyminding Lath annually reviews the adapted abilities and characteristics adapted of admiral in the ambience of the accustomed acceding of the Board, our operating requirements and the abiding interests of our stockholders.

Two of our director-nominees admission been nominated pursuant to an acceding we entered into with Starboard Bulk LP on September 16, 2018. For added admonition about this agreement, see acknowledgment beneath “Proposal No. 1 — Acclamation of Admiral — Acceding with Starboard Bulk LP” below.

The key attributes, acquaintance and abilities we accede important for our admiral in ablaze of our accustomed business and anatomy are:

Industry and Technology Expertise.    As a cybersecurity company, compassionate new technologies and arising industry trends or accepting acquaintance in aegis and accompanying technologies is advantageous in compassionate our business and the bazaar segments in which we compete, our assay and development efforts, aggressive technologies, the assorted articles and processes that we develop, and evolving chump requirements.

Global Expertise.    We are a all-around alignment with employees, offices and barter in abounding countries. Admiral with all-around operating adeptness can board a advantageous business and cultural angle apropos abounding cogent aspects of our business.

Leadership Experience.    Directors who admission served in a arch administering position, as a accustomed ambassador of a business or as the anatomic baton of a all-around sales, business or artefact development organization, are important to us, because they accompany acquaintance and angle in analyzing, shaping, and administering the beheading of important strategic, operational and activity issues at a arch level.

Public Aggregation Lath Experience.    Directors who admission served on added accessible aggregation boards can activity admonition and insights with attention to the dynamics and operation of a lath of directors, the relations of a lath to the company’s arch controlling ambassador and added arch administering cadre and the accent of public-company accumulated governance, including bare matters, cardinal decisions and operational and compliance-related matters.

Business Combinations and Partnerships Experience.    Directors who admission a accomplishments in mergers and acquisitions and cardinal affiliation diplomacy can board accuracy into developing and implementing strategies for growing our business through combinations or partnerships with added organizations.

Financial Expertise.    Knowledge of banking markets, banking operations, and accounting and banking advertisement processes is important because it assists our admiral in understanding, advising, and administering Symantec’s basal structure, costs and beforehand activities, banking reporting, and centralized ascendancy of such activities.

Diversity.    In accession to a assorted portfolio of able background, experiences, adeptness and skills, the acceding of the Lath should reflect the allowances of assortment as to gender, race, and indigenous background.

The admonition provided beneath “Director Qualifications” beneath ceremony of the abrupt biographical descriptions set alternating beneath Angle No. 1, “Election of Admiral — Nominees for Director” beneath

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includes the key alone attributes, acquaintance and abilities of ceremony of our admiral that led to the cessation that ceremony ambassador should serve as a associate of the Lath of Admiral at this time.

Process for Anecdotic and Evaluating Nominees

The Nominating and Babyminding Lath considers candidates by aboriginal evaluating the accustomed associates of the Lath who intend to abide in service, acclimation the bulk of alternation of ceremony with that of accepting new perspectives, abilities and experience. If the Nominating and Babyminding Lath determines that an aperture exists, it identifies the adapted abilities and acquaintance of a new nominee, including the allegation to amuse rules of the SEC and Nasdaq.

The Nominating and Babyminding Lath about will appraise ceremony applicant based on the admeasurement to which the applicant contributes to the ambit of talent, accomplishment and adeptness adapted for the Lath generally, as able-bodied as the candidate’s integrity, business acumen, diversity, availability, adeptness of thought, and all-embracing adeptness to represent the interests of Symantec’s stockholders. The Nominating and Babyminding Lath does not accredit specific weights to authentic criteria, and no authentic archetype is necessarily applicative to all -to-be nominees. Although the Nominating and Babyminding Lath uses these and added acceptance as adapted to appraise abeyant nominees, it has no declared minimum acceptance for nominees. In addition, we do not admission a academic accounting activity with attention to the appliance of assortment in anecdotic candidates; however, as discussed above, assortment is one of the abundant acceptance the Nominating and Babyminding Lath reviews afore advising a candidate. We admission from time to time engaged, for a fee, a chase aing to assay and abetment the Nominating and Babyminding Lath with identifying, evaluating and screening Lath candidates for Symantec and may do so in the future.

Stockholder Proposals for Nominees

The Nominating and Babyminding Lath will accede abeyant nominees appropriately submitted by stockholders. Stockholders gluttonous to do so should board the admonition set alternating in our accumulated Bylaws apropos ambassador nominations. The Nominating and Babyminding Lath will administrate the aforementioned acceptance for candidates proposed by stockholders as it does for candidates proposed by administering or added directors.

To be brash for best by the Nominating and Babyminding Lath at aing year’s ceremony affair of stockholders, submissions by stockholders allegation be submitted by mail and allegation be accustomed by the Accumulated Secretary no afterwards than July 1, 2019 to ensure able time for allusive appliance by the Nominating and Babyminding Committee. Ceremony acquiescence allegation board the afterward information:

the abounding name and abode of the candidate;

the cardinal of shares of Symantec accustomed banal beneficially endemic by the candidate;

a accepting that the applicant consents to actuality declared in the proxy ceremony and intends to serve on the Lath if elected; and

biographical information, including arrangement acquaintance during the able bristles years, added lath positions, and educational background, such as is provided with ceremony to nominees in this proxy statement.

Information apropos requirements that allegation be followed by a stockholder who wishes to accomplish a stockholder best for acclamation to the Lath for aing year’s ceremony affair is declared in this proxy ceremony beneath “Additional Admonition — Stockholder Proposals for the 2019 Ceremony Meeting.”

Pursuant to the proxy admission accoutrement of our Bylaws, an adequate stockholder or accumulation of stockholders may accredit one or added ambassador candidates to be included in our proxy materials. The best apprehension and added abstracts adapted by these accoutrement allegation be delivered or mailed to and accustomed by our Accumulated Secretary in autograph amid June 1, 2019 and July 1, 2019 (or, if the 2019 ceremony affair is declared for a date that is not aural 30 agenda canicule of the ceremony of the date of

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the 2018 Ceremony Meeting, by the afterwards of the aing of business on the date that is 180 canicule above-mentioned to the date of the 2019 ceremony affair or aural 10 agenda canicule afterwards our accessible advertisement of the date of the 2019 ceremony meeting) to the Accumulated Secretary at the abode listed below. Aback acclimation nominees for admittance in our proxy abstracts pursuant to the proxy admission accoutrement of our Bylaws, stockholders allegation chase the apprehension procedures and board the admonition adapted therein.

Contacting the Lath of Admiral

Any stockholder who wishes to acquaintance associates of our Lath may do so by allegation accounting communications to:

Symantec Association

350 Ellis Artery

Mountain View, California 94043

Attn: Accumulated Secretary

The Accumulated Secretary will assay all such accord and board accustomed summaries to the Lath or to alone directors, as relevant, will absorb copies of such accord for at diminutive six months, and accomplish copies of such accord accessible to the Lath or alone admiral aloft request. Any accord apropos to accounting, centralized controls or auditing diplomacy will be handled in accordance with Symantec’s activity apropos accounting complaints and concerns.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our Lath currently consists of thirteen directors, eleven of whom are nominated for acclamation at the Ceremony Meeting, including ten complete admiral and our Arch Controlling Officer. Ceremony ambassador is adopted on an ceremony basis. At the advocacy of the Nominating and Babyminding Committee, the Lath has nominated the afterward eleven bodies to serve as admiral for the appellation alpha at the Ceremony Affair on December 3, 2018: Gregory S. Clark, Frank E. Dangeard, Peter A. Feld, Dale L. Fuller, Kenneth Y. Hao, David W. Humphrey, David L. Mahoney, Anita M. Sands, Daniel H. Schulman, V. Paul Unruh and Suzanne M. Vautrinot. Robert S. Miller, a associate of our Lath of Admiral aback 1994, and Geraldine B. Laybourne, a associate of our Lath of Admiral aback 2008 are not continuing for re-election at the Ceremony Meeting. The Lath acknowledgment Mr. Miller and Ms. Laybourne for their administering and years of ceremony to Symantec.

Employee Information Form … | Management <12 | Pinte… - employee contact form
Employee Information Form … | Management <12 | Pinte… – employee contact form | employee contact form

Unless proxy cards are contrarily marked, the bodies declared as proxies will vote all proxies FOR the acclamation of ceremony appointee declared in this section. Proxies submitted to Symantec cannot be voted at the Ceremony Affair for nominees added than those nominees declared in this proxy statement. However, if any ambassador appointee is clumsy or afraid to serve at the time of the Ceremony Meeting, the bodies declared as proxies may vote for a acting appointee appointed by the Board. Alternatively, the Lath may abate the admeasurement of the Board. Ceremony appointee has consented to serve as a ambassador if elected, and the Lath does not admission that any appointee will be afraid or clumsy to serve if adopted as a director. Ceremony ambassador will ascendancy acclimation until the aing ceremony affair of stockholders and until his or her almsman has been appropriately adopted and able or until his or her beforehand abandonment or removal.

Nominees for Ambassador

The names of ceremony appointee for director, their ages as of October 10, 2018, and added admonition about ceremony appointee is apparent below.

Nominee

Principal Occupation

Gregory S. Clark

Frank E. Dangeard

Peter A. Feld

Dale L. Fuller

Kenneth Y. Hao

David W. Humphrey

David L. Mahoney

Anita M. Sands

Daniel H. Schulman

V. Paul Unruh

Suzanne M. Vautrinot

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Gregory S. Clark

Chief ExecutiveOfficer

Age: 53

Director Since:2016

CommitteeMemberships:

• None

Other CurrentPublic Boards:

• None

Mr. Clark has served as our Arch Controlling Ambassador and a associate of our Lath aback 2016. Above-mentioned to aing Symantec, he served as the Arch Controlling Ambassador of Blue Coat, which we acquired in 2016, and as a associate of Blue Coat’s lath of admiral from 2011 to August 2016. From 2008 to 2011, Mr. Clark was the Admiral and Arch Controlling Ambassador of Mincom, a all-around software and ceremony provider to asset-intensive industries. Afore aing Mincom, he was a Founder and served as Admiral and Arch Controlling Ambassador of E2open, a provider of cloud-based accumulation alternation software, from 2001 until 2008. Beforehand in his career, Mr. Clark founded a aegis software firm, Dascom, which was acquired by IBM in 1999. Mr. Clark advanced served on the boards of admiral of Imperva, Inc. from May 2014 through August 2015 and Emulex Association from 2013 through its accretion by Avago Technologies Ltd. in 2015. He served as a acclaimed architect and Vice Admiral of IBM’s Tivoli Systems, a assay accouterment aegis and administering products, from 1999 until 2001. Mr. Clark holds a Bachelor’s bulk from Griffith University.

Director Qualifications:

• Industry and Technology Acquaintance — Arch Controlling Ambassador of Symantec Corporation; aloft Arch Controlling Ambassador of Blue Coat and aloft Admiral and Arch Controlling Ambassador of Mincom.

• Global Acquaintance — Arch Controlling Ambassador of Symantec Corporation; aloft Arch Controlling Ambassador of Blue Coat and aloft Admiral and Arch Controlling Ambassador of Mincom.

• Leadership Acquaintance — Arch Controlling Ambassador of Symantec Corporation; aloft Arch Controlling Ambassador of Blue Coat; aloft Admiral and Arch Controlling Ambassador of Mincom and Founder, Admiral and Arch Controlling Ambassador of E2open.

• Public Aggregation Lath Acquaintance — aloft associate of the lath of admiral of Imperva, Inc. and Emulex Corporation.

• Business Combinations and Partnerships Acquaintance — Arch Controlling Ambassador of Symantec Corporation; aloft Arch Controlling Ambassador of Blue Coat; aloft Admiral and Arch Controlling Ambassador of Mincom and Founder, Admiral and Arch Controlling Ambassador of E2open.

• Financial Acquaintance — Arch Controlling Ambassador of Symantec Corporation; aloft Arch Controlling Ambassador of Blue Coat; aloft Admiral and Arch Controlling Ambassador of Mincom and Founder, Admiral and Arch Controlling Ambassador of E2open.

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Frank E. Dangeard

Managing Partner, Harcourt

Age: 60

Director Since: 2007

CommitteeMemberships:

• Audit

• Nominating & Governance

Other CurrentPublic Boards:

• RBS Group

Mr. Dangeard has served as a associate of our Lath aback 2007. He has been the Managing Accomplice of Harcourt, an advising firm, aback 2008. Mr. Dangeard was Ambassador and Arch Controlling Ambassador of Thomson, a provider of agenda video technologies, solutions and services, from 2004 to 2008. From 2002 to 2004, he was Deputy Arch Controlling Ambassador of France Telecom, a all-around telecommunications operator. From 1997 to 2002, Mr. Dangeard was Arch Controlling Vice Admiral of Thomson and served as its Vice Ambassador in 2000. Above-mentioned to aing Thomson, he was Managing Ambassador of SG Warburg & Co. Ltd. from 1989 to 1997 in London, Paris and Madrid and Ambassador of SG Warburg France from 1995 to 1997. Above-mentioned to that, Mr. Dangeard was a advocate with Sullivan & Cromwell, in New York and London. He serves on the boards of Arqiva PLC, Royal Coffer of Scotland Accumulation PLC (“RBS Group”), as ambassador of the lath of admiral of Nat West Markets PLC, the beforehand coffer of the RBS Group, and on a cardinal of advising boards. Mr. Dangeard has advanced served as a ambassador of a acclimation of companies, including Crédit Agricole CIB, Eutelsat, Home Credit, SonaeCom, Thomson, Electricité de France and Telenor. He accelerating from the École des Hautes Études Commerciales, the Paris Institut d’Études Politiques and holds an LLM bulk from Harvard Law School.

Director Qualifications:

• Industry and Technology Acquaintance — aloft Ambassador and Arch Controlling Ambassador of Thomson; aloft Deputy Arch Controlling Ambassador of France Telecom; aloft Deputy Ambassador of Telenor; aloft associate of the boards of admiral of Eutelsat, SonaeCom and RPX Corporation.

• Global Acquaintance — associate of the lath of admiral of RBS Accumulation (UK), of Arqiva (UK) and ambassador of NatWest Markets (UK); aloft Ambassador and Arch Controlling Ambassador of Thomson (France); aloft Deputy Arch Controlling Ambassador of France Telecom (France); aloft Deputy Ambassador of Telenor (Norway) and aloft associate of the boards of admiral of Crédit Agricole CIB (France), Eutelsat (France), Home Acclaim (Czech Republic), Electricité de France (France) and SonaeCom (Portugal).

• Leadership Acquaintance — Managing Accomplice of Harcourt; aloft Ambassador and Arch Controlling Ambassador of Thomson; aloft Deputy Arch Controlling Ambassador of France Telecom; aloft Deputy Ambassador of Telenor and aloft Ambassador of SG Warburg France and Managing Ambassador of SG Warburg & Co. Ltd; Ambassador of NatWest Markets.

• Public Aggregation Lath Acquaintance — associate of the lath of admiral of RBS Group; aloft Deputy Ambassador of Telenor and aloft associate of the boards of admiral of Eutelsat, Electricité de France, Thomson, and SonaeCom.

• Business Combinations and Partnerships Acquaintance — aloft Ambassador and Arch Controlling Ambassador of Thomson; aloft Deputy Arch Controlling Ambassador of France Telecom; aloft Deputy Ambassador of Telenor; aloft Ambassador of SG Warburg France and aloft advocate at Sullivan & Cromwell LLP.

• Financial Acquaintance — aloft Ambassador and Arch Controlling Ambassador of Thomson; aloft Deputy Arch Controlling Ambassador of France Telecom; aloft Ambassador of the Assay Lath of Electricité de France and aloft Deputy Ambassador of Telenor; associate of the lath of RBS Group; Ambassador of NatWest Markets.

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Peter A. Feld

Managing Associate and Head of Research,Starboard Bulk LP

Age: 39

Director Since: 2018

CommitteeMemberships:

• Compensation

• Nominating & Governance

Other CurrentPublic Boards:

• None

Mr. Feld has served as a associate of our Lath aback September 2018. Mr. Feld has served as a Managing Associate and Head of Assay of Starboard Bulk LP aback 2011. Mr. Feld advanced served on the boards of admiral of several technology companies, including Marvell Technology Accumulation Ltd. from May 2016 to June 2018, The Brink’s Aggregation from January 2016 to November 2017, Insperity, Inc. from March 2015 to June 2017, Darden Restaurants, Inc. from October 2014 to September 2015, Tessera Technologies, Inc. (n/k/a Xperi Corporation) from 2013 to April 2014, Chip Device Technology, Inc. from 2012 to February 2014 and Unwired Planet, Inc. (n/k/a Great Elm Basal Group, Inc.) from 2011 to March 2014 and as Ambassador from 2011 to 2013. Mr. Feld accustomed a Bachelor of Arts bulk in Economics from Tufts University.

Director Qualifications:

• Industry and Technology Acquaintance — associate of the boards of admiral of abounding accessible and clandestine technology companies.

• Global Adeptness — Managing Associate and the Head of Assay of Starboard Bulk LP; aloft associate of the lath of admiral of Marvell Technology Group, Insperity, Inc., and Darden Restaurants, Inc.

• Leadership Acquaintance — Managing Associate and the Head of Assay of Starboard Bulk LP.

• Public Aggregation Lath Acquaintance — aloft associate of the boards of admiral of Marvell Technology Group, Insperity, Inc., and Darden Restaurants, Inc.

• Business Combinations and Partnerships Acquaintance — Managing Associate and the Head of Assay of Starboard Bulk LP.

• Financial Acquaintance — over 10 years of basal markets and accumulated babyminding experience.

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Dale L. Fuller

Operating Partner, The Riverside Company

Age: 60

Director Since: 2018

CommitteeMemberships:

• Nominating & Governance

Other CurrentPublic Boards:

• comScore, Inc.

Mr. Fuller has served as a associate of our Lath aback September 2018. Mr. Fuller has served as an Operating Accomplice at the Riverside Company, a clandestine disinterestedness firm, aback 2013 and on the lath of admiral of comScore, Inc., a media altitude and analytics company, aback March 2018, and as Ambassador of the lath of admiral of MobiSocial, Inc., a technology startup, aback 2013. Mr. Fuller advanced served on the boards of admiral of several technology companies, including Quantum Association from September 2014 to March 2017 and AVG Technologies N.V. from 2008 to October 2016 and as Ambassador from 2009 to October 2016. Mr. Fuller holds an honorary doctorate bulk from St. Petersburg Accompaniment University and a Bachelor of Science bulk from Pacific College. 

Director Qualifications:

• Industry and Technology Acquaintance — associate of the boards of admiral of abounding accessible and clandestine technology companies.

• Global Acquaintance — aloft associate of the boards of admiral of Quantum Corporation, AVG Technologies, N.V., Zoran Association and Phoenix Technologies, Ltd.

• Leadership Acquaintance — Operating Accomplice at the Riverside Company, above-mentioned admiral and CEO of MokaFive and associate of the boards of admiral of abundant aloft technology companies.

• Public Aggregation Lath Acquaintance — associate of the boards of admiral of comScore; aloft lath associate of Quantum Association and AVG Technologies.

• Business Combinations and Partnerships Acquaintance — aloft associate of the boards of admiral of Quantum Corporation, AVG Technologies, N.V., Zoran Association and Phoenix Technologies, Ltd.

• Financial Acquaintance — over 10 years of basal markets and accumulated babyminding experience.

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Kenneth Y. Hao

Managing Accomplice and ManagingDirector, SilverLake Partners

Age: 50

Director Since: 2016

CommitteeMemberships:

• None

Other CurrentPublic Boards:

• Smart All-around Holdings, Inc.

Mr. Hao has served as a associate of our Lath aback 2016. Mr. Hao aing Silver Lake Ally in 2000 and currently serves Silver Lake as a Managing Accomplice and Managing Director. Mr. Hao additionally serves on the boards of admiral of SMART All-around Holdings, Inc., as able-bodied as on the boards of admiral of a cardinal of clandestine companies in Silver Lake’s portfolio. Above-mentioned to aing Silver Lake, he was an beforehand abettor with Hambrecht & Quist, aloft he served as a Managing Ambassador in the Technology Beforehand Banking group. He additionally serves on the Controlling Council for UCSF Health. Mr. Hao accelerating from Harvard University with a Bachelor’s bulk in economics.

Director Qualifications:

• Industry and Technology Acquaintance — over 25 years of technology beforehand experience; associate of the boards of admiral of abounding accessible and clandestine technology companies.

• Global Acquaintance — all-encompassing acquaintance beforehand in ample all-around businesses and accustomed Silver Lake’s Asia business.

• Leadership Acquaintance — Managing Accomplice and Managing Ambassador of Silver Lake and associate of the boards of admiral of abundant aloft technology companies.

• Public Aggregation Lath Acquaintance — associate of the lath of admiral of SMART All-around Holdings, Inc.; aloft lath associate of Broadcom Bound and Netscout Systems.

• Business Combinations and Partnerships Acquaintance — Managing Accomplice and Managing Ambassador of Silver Lake Ally and aloft beforehand abettor with Hambrecht & Quist.

• Financial Acquaintance — over 25 years of beforehand acquaintance in circuitous transactions.

25

 

David W.Humphrey

Managing Director, Bain Capital

Age: 41

Director Since: 2016

CommitteeMemberships:

• None

Other CurrentPublic Boards:

• BMC Software

• Genpact Ltd.

Mr. Humphrey has served as a associate of our Lath aback August 2016 aback he aing in affiliation with Bain Capital’s beforehand in Symantec, above-mentioned to which he served on Blue Coat’s lath of admiral aback May 2015. He is a Managing Ambassador of Bain Capital, a clandestine disinterestedness firm, aloft he co-leads the firm’s beforehand efforts in technology, media and telecom investments and aloft he has formed aback 2001. Above-mentioned to aing Bain Capital, Mr. Humphrey was an beforehand abettor in the mergers and acquisitions accumulation at Lehman Brothers from 1999 to 2001. He serves on the boards of admiral of BMC Software and Genpact Ltd. and on the lath of admiral of a cardinal of clandestine companies in Bain Capital’s portfolio. Mr. Humphrey advanced served on the boards of admiral of Bright Horizons Ancestors Solutions, Inc. Burlington Coat Factory Warehouse Corporation, Skillsoft PLC and Bloomin’ Brands, Inc. He accustomed a Master of Business Administering bulk from Harvard Business School and a Bachelor’s bulk from Harvard University.

Director Qualifications:

• Industry and Technology Acquaintance — aloft associate of the lath of admiral of Blue Coat; Managing Ambassador of Bain Capital; and associate of the boards of admiral of BMC Software, Inc., Viewpoint Architecture Software, Navicure, Inc. and Genpact Ltd.

• Global Acquaintance — all-encompassing acquaintance beforehand in ample all-around businesses.

• Leadership Acquaintance — Managing Ambassador of Bain Basal and baton of its technology, media and telecom vertical; and associate of the boards of admiral of BMC Software, Inc. Viewpoint Architecture Software, Navicure, Inc. and Genpact Ltd.

• Public Aggregation Lath Acquaintance — associate of the lath of admiral of BMC Software and Genpact Ltd. and aloft associate of the boards of admiral of Bright Horizons Ancestors Solutions, Inc. Burlington Coat Factory Warehouse Corporation, Skillsoft PLC and Bloomin’ Brands, Inc.

• Business Combinations and Partnerships Acquaintance — Managing Ambassador of Bain Basal and aloft beforehand abettor with Lehman Brothers.

• Financial Acquaintance — Managing Ambassador of Bain Basal and aloft beforehand abettor with Lehman Brothers.

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David L. Mahoney

Director

Age: 64

Director Since: 2003

CommitteeMemberships:

• Compensation (Chair)

• Nominating & Governance

Other CurrentPublic Boards:

• AdamasPharmaceuticals,Inc.

• CorceptTherapeutics, Inc.

Mr. Mahoney has served as a associate of our Lath aback 2003. He advanced served as co-Chief Controlling Ambassador of McKesson HBOC, Inc., a healthcare casework company, and as Arch Controlling Ambassador of iMcKesson LLC, additionally a healthcare casework company, from 1999 to 2001. Mr. Mahoney is a associate of the boards of admiral of Adamas Pharmaceuticals, Inc. Corcept Therapeutics Incorporated, and Mercy Corps, a non-profit organization, the lath of advisers of Mount Holyoke College, as able-bodied as a trustee of the Schwab/Laudus armamentarium ancestors and the San Francisco Museum of Modern Art. He has advanced served as a ambassador of a acclimation of companies, including Tercica Inc. Mr. Mahoney has a Bachelor’s bulk from Princeton University and a Master of Business Administering bulk from Harvard Business School.

Director Qualifications:

• Industry and Technology Acquaintance — aloft co-Chief Controlling Ambassador of McKesson HBOC, Inc.; aloft Arch Controlling Ambassador of iMcKesson LLC; assorted controlling roles at McKesson Association and aloft Arch at McKinsey & Co.

• Global Acquaintance — aloft co-Chief Controlling Ambassador of McKesson HBOC, Inc.; aloft Arch Controlling Ambassador of iMcKesson LLC; assorted controlling roles at McKesson Association and aloft Arch at McKinsey & Co.

• Leadership Acquaintance — aloft co-Chief Controlling Ambassador of McKesson HBOC, Inc.; aloft Arch Controlling Ambassador of iMcKesson LLC; assorted controlling roles at McKesson Association and aloft Arch at McKinsey & Co.

• Public Aggregation Lath Acquaintance — associate of the lath of admiral of Corcept Therapeutics Incorporated; Lead Complete Ambassador at Adamas Pharmaceuticals, Inc. and aloft associate of the lath of admiral of Tercica, Inc.

• Business Combinations and Partnerships Acquaintance — aloft co-Chief Controlling Ambassador of McKesson HBOC, Inc.; aloft Arch Controlling Ambassador of iMcKesson LLC; assorted controlling roles at McKesson Association and aloft Arch at McKinsey & Co.

• Financial Acquaintance — aloft roles at McKesson HBOC; serves on the Assay Lath of Corcept Therapeutics Congenital (former Armchair of the Assay Committee) and the Beforehand Lath of the Schwab/Laudus armamentarium family; served on the Assay Committees of Tercica Inc., Adamas Pharmaceuticals, Inc., Symantec, and is Armchair of the Accounts Lath of Mercy Corps and San Francisco Museum of Modern Art.

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Anita M. Sands

Director

Age: 42

Director Since: 2013

CommitteeMemberships:

• Audit

Other CurrentPublic Boards:

• Pure Storage, Inc.

• ServiceNow, Inc.

Ms. Sands has served as a associate of our Lath aback October 2013. She served as Accumulation Managing Director, Head of Change Administering and a associate of the Wealth Administering Americas Controlling Lath of UBS Banking Services, a all-around banking casework firm, from April 2012 to September 2013. Ms. Sands was Accumulation Managing Ambassador and Arch Operating Ambassador of Wealth Administering Americas at UBS Banking Casework from April 2010 to April 2012. Above-mentioned to that, she was a Transformation Adviser at UBS Banking Casework from October 2009 to April 2010. Above-mentioned to aing UBS Banking Services, Ms. Sands was Managing Director, Head of Transformation Administering at Citigroup’s All-around Operations and Technology organization. She additionally captivated several administering positions with RBC Banking Accumulation and CIBC. Ms. Sands is on the boards of admiral of ServiceNow, Inc., Pure Storage, Inc. and two clandestine companies. She accustomed a Bachelor’s bulk in physics and activated mathematics from The Queen’s University of Belfast, Northern Ireland, a Doctorate in diminutive and atomic physics from The Queen’s University of Belfast, Northern Ireland and a Master of Science bulk in accessible activity and administering from Carnegie Mellon University.

Director Qualifications:

• Industry and Technology Acquaintance — aloft Managing Ambassador and Arch Operating Ambassador at UBS Banking Casework and assorted controlling positions of all-around banking casework firms.

• Global Acquaintance — aloft Managing Ambassador and Arch Operating Ambassador at UBS Banking Casework and assorted controlling positions of all-around banking casework firms.

• Leadership Acquaintance — aloft Managing Ambassador and Arch Operating Ambassador at UBS Banking Casework and assorted controlling positions of all-around banking casework firms.

• Public Aggregation Lath Acquaintance — associate of the boards of admiral of ServiceNow, Inc. and Pure Storage, Inc.

• Financial Acquaintance — aloft Managing Ambassador and Arch Operating Ambassador at UBS Banking Casework and assorted controlling positions of all-around banking casework firms.

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Daniel H. Schulman

President and Arch Controlling Officer, PayPal Holdings, Inc.

Age: 60

Director Since: 2000

CommitteeMemberships:

• Compensation

• Nominating & Babyminding (Chair)

Other CurrentPublic Boards:

• PayPalHoldings, Inc.

• VerizonCommunications Inc.

Mr. Schulman has served as a associate of our Lath aback 2000. He has served as Admiral and afresh Arch Controlling Ambassador of PayPal Holdings, Inc., an online acquittal acclimation company, aback September 2014. Previously, Mr. Schulman served as Accumulation President, Activity Accumulation of American Express, a banking casework company, from 2010 to September 2014. He was President, Prepaid Accumulation of Sprint Nextel Corporation, a cellular buzz ceremony provider, from 2009 until 2010. Mr. Schulman served as Arch Controlling Ambassador of Virgin Mobile USA, a cellular buzz ceremony provider, from 2001 to 2009, aback Sprint Nextel acquired that company. He additionally served as a associate of the lath of admiral of Virgin Mobile USA from 2001 to 2009. Mr. Schulman is a associate of the boards of admiral of PayPal Holdings, Inc., Verizon Communications Inc. and a non-profit organization. He accustomed a Bachelor’s bulk in economics from Middlebury College and a Master of Business Administering degree, majoring in Finance, from New York University.

Director Qualifications:

• Industry and Technology Acquaintance — Admiral and Arch Controlling Ambassador of PayPal; aloft Accumulation President, Activity Accumulation of American Accurate and aloft Arch Controlling Ambassador and Arch Operating Ambassador of priceline.com.

• Global Acquaintance — Admiral and Arch Controlling Ambassador of PayPal and aloft Accumulation Admiral of American Express.

• Leadership Acquaintance — Admiral and Arch Controlling Ambassador of PayPal; aloft Accumulation President, Activity Accumulation of American Express; aloft President, Prepaid Accumulation of Sprint Nextel Corporation; aloft Arch Controlling Ambassador of Virgin Mobile USA and aloft Arch Controlling Ambassador and Arch Operating Ambassador of priceline.com.

• Public Aggregation Lath Acquaintance — associate of the boards of admiral of PayPal Holdings, Inc. and Verizon Communications Inc. and aloft associate of the boards of admiral of Virgin Mobile USA and Flextronics International Ltd.

• Business Combinations and Partnerships Acquaintance — Admiral and Arch Controlling Ambassador of PayPal and aloft Arch Controlling Ambassador of Virgin Mobile USA.

• Financial Acquaintance — Admiral and Arch Controlling Ambassador of PayPal; aloft Accumulation President, Activity Accumulation of American Express; aloft President, Prepaid Accumulation of Sprint Nextel Corporation; aloft Arch Controlling Ambassador of Virgin Mobile USA and aloft Arch Controlling Ambassador and Arch Operating Ambassador of priceline.com.

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V. Paul Unruh

Director

Age: 70

Director Since: 2005

CommitteeMemberships:

• Audit (chair)

Other CurrentPublic Boards:

• None

Mr. Unruh has served as a associate of our Lath aback 2005 afterward the accretion of Veritas, aloft he had served on the lath of admiral aback 2003. Mr. Unruh retired as Vice Ambassador of Bechtel Group, Inc., a all-around engineering and architecture casework company, in 2003. During his 25-year administering at Bechtel Group, he captivated a cardinal of administering positions including Treasurer, Controller and Arch Banking Officer. Mr. Unruh additionally served as Admiral of Bechtel Enterprises, the finance, development and diplomacy arm from 1997 to 2001. He is a associate of the lath of admiral of Aconex Ltd., which is traded on the Australian Banal Exchange, and a clandestine company. Mr. Unruh is a Certified Accessible Accountant.

Director Qualifications:

• Global Acquaintance — aloft Vice Ambassador of and captivated assorted controlling positions at Bechtel Group, Inc.; aloft Admiral of Bechtel Enterprises and associate of the lath of admiral of Aconex Ltd. (Australia).

• Leadership Acquaintance — aloft Vice Ambassador of and captivated assorted controlling positions at Bechtel Group, Inc. and aloft Admiral of Bechtel Enterprises.

• Public Aggregation Lath Acquaintance — aloft associate of the boards of admiral of Heidrick & Struggles International Inc., Move, Inc., URS Association and Aconex Ltd. (Australia).

• Business Combinations and Partnerships Acquaintance — aloft lath associate of Veritas Corporation, Move, Inc., and URS Corporation.

• Financial Acquaintance — certified accessible accountant; aloft Arch Banking Officer, Treasurer and Controller of Bechtel Group, Inc.; aloft Admiral of Bechtel Enterprises; served on the Assay Committees of Heidrick & Struggles International, Inc. and Move, Inc

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Suzanne M. Vautrinot

President, Kilovolt Consulting Inc.

Age: 58

Director Since: 2013

CommitteeMemberships:

• Audit

Other CurrentPublic Boards:

• Ecolab, Inc.

• Wells Fargo & Company

Ms. Vautrinot has served as a associate of our Lath aback 2013. She has been Admiral of Kilovolt Consulting Inc., an advising firm, aback October 2013. Ms. Vautrinot retired from the United States Air Force in October 2013 afterwards over 30 years of service. During her career with the United States Air Force, she served in a cardinal of administering positions including Aloft Accustomed and Commander, 24th Air Force/Network Operations from 2011 to October 2013; Adapted Assistant to the Vice Arch of Staff from December 2010 to 2011; Ambassador of Diplomacy and Policy, U.S. Cyber Command from 2010 to 2010 and Deputy Commander, Acclimation Warfare, U.S. Cardinal Command, from 2008 and 2010. Ms. Vautrinot is a associate of the lath of admiral of Ecolab, Inc., Wells Fargo & Company, a clandestine aggregation and a non-profit organization. She accustomed a Bachelor of Science bulk from the U.S. Air Force Academy, a Master of Systems Administering bulk from University of Southern California, and completed Air Command and Staff College as able-bodied as Air War College. Ms. Vautrinot was a Civic Aegis Fellow at the John F. Kennedy School of Government at Harvard University. In 2017 she was inducted into the Civic Academy of Engineering.

Director Qualifications:

• Industry and Technology Acquaintance — Aloft Accustomed and Commander (retired) and assorted administering positions of United States Air Force.

• Global Acquaintance — Aloft Accustomed and Commander (retired) of United States Air Force; associate of the boards of admiral of Ecolab, Inc. and Wells Fargo & Company.

• Leadership Acquaintance — Aloft Accustomed and Commander (retired) and assorted administering positions of United States Air Force.

• Public Aggregation Lath Acquaintance — associate of the boards of admiral of Ecolab, Inc. and Wells Fargo & Company.

• Financial Acquaintance — serves on the Assay Committees of Ecolab, Inc. and Wells Fargo & Company.

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Agreement with Starboard Bulk LP

In September 2018, the Aggregation entered into an acceding with Starboard Value LP and assertive of its affiliates (collectively, “Starboard”) regarding, amid added things, the associates and acceding of the Lath and committees thereof (the “Starboard Agreement”). Beneath the acceding of the Starboard Agreement, the Aggregation appointed Peter A. Feld and Dale L. Fuller to serve on the Lath and agreed to accredit them for acclamation to the Lath at the Ceremony Meeting. The Starboard Acceding additionally provides that Robert S. Miller and Geraldine B. Laybourne will not angle for re-election as admiral at the Ceremony Affair and that, aural 30 canicule afterwards the Ceremony Meeting, the Aggregation will accredit Richard S. “Rick” Hill to the Lath and an added ambassador to the Lath who will be declared by the then-appointed Lath from a ceremony of candidates mutually agreed by the Aggregation and Starboard pursuant to the procedures declared in the Starboard Agreement. With ceremony to the Ceremony Meeting, Starboard has agreed to, amid added things, vote all shares of the Company’s accustomed banal beneficially endemic by Starboard in favor of the Company’s ambassador nominees and, accountable to assertive conditions, vote in accordance with the Board’s recommendations on all added proposals.

Pursuant to the Starboard Agreement, if at any time Starboard beneficially owns beneath than 3.0% of the Company’s then-outstanding accustomed banal (the “Minimum Diplomacy Threshold”), Mr. Feld (or, if Mr. Feld is no best confined on the Board, the acting Starboard abettor ambassador who replaced Mr. Feld) will anon abandon from the Board. Furthermore, until the beforehand of (x) 15 business canicule above-mentioned to the borderline for the acquiescence of stockholder nominations for the 2019 Ceremony Affair and (y) 90 canicule above-mentioned to the aboriginal ceremony of the Ceremony Meeting, for so connected as Starboard satisfies the Minimum Diplomacy Threshold, Starboard additionally has assertive added rights to acclaim or baddest acting admiral as provided in the Starboard Agreement.

Arbitrary of Ambassador Abilities and Acquaintance

Our Lath is comprised of admiral with commutual abilities and abilities bare to finer baby-sit our business strategy. The Nominating and Babyminding Lath annually reviews the abilities and characteristics adapted of associates of the Lath in the ambience of the acceding of the Lath and the date of the business of the Company.

Clark

Dangeard

Feld

Fuller

Hao

Humphrey

Mahoney

Sands

Schulman

Unruh

Vautrinot

Industry and Technology Expertise

Global Expertise

Leadership Experience

Public Aggregation Lath Experience

Business Combinations and Partnerships Experience

Financial Expertise

Diversity

The activity of the Lath is that advantage for complete admiral should be a mix of banknote and equity-based compensation. Symantec does not pay abettor admiral for Lath ceremony in accession to their accustomed abettor compensation. Complete admiral may not admission consulting, advising or added compensatory fees from the Company. The Advantage Committee, which consists alone of complete directors, has the primary albatross to assay and accede any revisions to ambassador compensation.

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Director Banal Diplomacy Guidelines: Effective budgetary 2017, the Advantage Lath instituted the afterward banal diplomacy guidelines for our non-employee admiral to bigger acclimatize our directors’ interests with those of our stockholders:

Directors allegation beforehand a minimum captivation of Aggregation banal with a fair bazaar bulk according to ten times (10x) such director’s complete ceremony banknote retainer;

In the accident the ceremony accommodation (or any allocation thereof) is paid to a non-employee ambassador in disinterestedness instead of cash, the bulk of such ceremony accommodation for purposes of artful the minimum captivation affirmation agency the admission date fair bulk of the ceremony disinterestedness accolade (or applicative allocation thereof);

New admiral will admission three years to adeptness the minimum captivation level; and

Notwithstanding the foregoing, admiral may advertise abundant shares to awning their assets tax accountability on vested grants.

Symantec banal diplomacy admonition for ceremony of our admiral is apparent beneath the branch “Security Diplomacy of Assertive Benign Owners and Management” on folio 57 of this proxy statement.

Annual Fees: In accordance with the advocacy of the Advantage Committee, the Lath bent the non-employee directors’ advantage for budgetary 2018 as follows:

$50,000 ceremony banknote retainer;

$15,000 ceremony fee for lath associates ($20,000 for Assay Lath membership);

$25,000 ceremony fee for chairing a lath of the Lath ($15,000 for chairing the Nominating and Babyminding Committee); and

$100,000 ceremony fee for the Lead Complete Director/Independent Chairman.

The acquittal of the ceremony banknote accommodation is accountable to the acceding of the 2000 Ambassador Disinterestedness Allurement Plan, as amended, which allows admiral to admission to admission accustomed banal in lieu of banknote for all or a allocation of the accommodation payable to ceremony ambassador for confined as a member. We pay the ceremony accommodation fee and any added ceremony fees to ceremony ambassador at the alpha of the budgetary year. Admiral who accompany the Aggregation afterwards the alpha of the budgetary year admission a prorated banknote acquittal in ceremony of their ceremony accommodation fee and fees. These payments are brash adequate aback paid. Accordingly, we do not crave them to be repaid in the accident a ambassador ceases confined in the accommodation for which he or she was compensated.

Annual Disinterestedness Awards. Pursuant to a Non-Employee Ambassador Admission Activity adopted by our Board, ceremony non-employee associate of the Lath receives an ceremony accolade of fully-vested belted banal beneath the 2013 Plan, accepting a fair bazaar bulk on the admission date according to a pre-determined dollar value, which was $275,000 for budgetary 2018.

Symantec banal diplomacy admonition for ceremony of our admiral is apparent beneath the branch “Security Diplomacy of Assertive Benign Owners and Management” on folio 57 of this proxy statement.

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The afterward table provides admonition for budgetary year 2018 advantage for all of our non-employee directors:

Fiscal 2018 Ambassador Advantage

Name

Frank E. Dangeard

Peter A. Feld(5)

Dale L. Fuller(5)

Kenneth Y. Hao

David W. Humphrey

Geraldine B. Laybourne

David L. Mahoney

Robert S. Miller

Anita M. Sands

Daniel H. Schulman

V. Paul Unruh

Suzanne M. Vautrinot

Non-employee admiral admission an ceremony accommodation fee of $50,000 added an added ceremony fee of $15,000 (Compensation Lath and Nominating and Babyminding Committee) or $20,000 (Audit Committee) for associates on ceremony committee. The armchair of ceremony lath receives an added ceremony fee of $15,000 (Nominating and Babyminding Committee) or $25,000 (Audit Lath and Advantage Committee). The Lead Complete Director/Independent Ambassador receives an ceremony fee of $100,000.

Includes payments for apportioned share(s) from banal awards accustomed to ceremony non-employee director.

Amounts apparent in this cavalcade reflect the accumulated abounding admission date fair bulk afflicted in accordance with Banking Accounting Standards Lath (“FASB”) Accounting Standards Codification (“ASC”) Affair 718 for awards accustomed during budgetary 2018.

Each non-employee director, added than Messrs. Feld and Fuller, was accustomed 8,593 RSUs on May 15, 2017, with a per-share fair bulk of $32.00 and an accumulated admission date fair bulk of $274,976. The antithesis of ceremony such director’s fee was paid in banknote as arise in the “Fees Adequate or Paid in Cash” cavalcade in the table above.

Messrs. Feld and Fuller aing our Lath of Admiral on September 16, 2018 and did not admission any advantage in budgetary 2018.

In lieu of cash, Messrs. Hao, Humphrey and Miller and Ms. Sands ceremony accustomed 100% of his or her agnate ceremony accommodation fee of $50,000 in the anatomy of our accustomed stock. Accordingly, pursuant to the acceding of the 2000 Ambassador Disinterestedness Allurement Plan, ceremony was accustomed 1,562 shares at a per allotment fair bulk of $32.00 and an accumulated admission date fair bulk of $49,984. The antithesis of ceremony such director’s fee was paid in banknote as arise in the “Fees Adequate or Paid in Cash” cavalcade in the table above.

THE BOARD RECOMMENDS A VOTE “FOR” ELECTION OF

EACH OF THE ELEVEN NOMINATED DIRECTORS.

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PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Assay Lath has appointed KPMG LLP (“KPMG”) as our arch complete registered accessible accounting aing to accomplish the assay of our circumscribed banking statements for budgetary 2019. As a bulk of adequate accumulated governance, the Assay Lath has absitively to abide its accession of complete assay aing to stockholders for ratification. In the accident that this acclimation of KPMG is not ratified by a majority of the shares of accustomed banal present or represented at the Ceremony Affair and advantaged to vote on the matter, the Assay Lath will assay its approaching accession of KPMG as our complete registered accessible accounting firm.

The Assay Lath aboriginal accustomed KPMG as our complete auditors in September 2002, and KPMG audited our banking statements for budgetary 2018. Assembly of KPMG are accustomed to arise the affair with the befalling to accomplish a ceremony and acknowledge to adapted questions from stockholders present at the affair with ceremony to this proposal.

Principal Accountant Fees and Casework

We consistently assay the casework and fees from our complete registered accessible accounting firm, KPMG. These casework and fees are additionally brash with the Assay Lath annually. In accordance with accustomed policy, KPMG periodically rotates the individuals who are amenable for our audit. Our Assay Lath has bent that the accouterment of assertive non-audit services, as declared below, is accordant with advancement the adeptness of KPMG.

In accession to d the assay of our circumscribed banking statements, KPMG provided assorted added casework during budgetary years 2018 and 2017. Our Assay Lath has bent that KPMG’s accessories of these services, which are declared below, does not blemish KPMG’s adeptness from Symantec. The accumulated fees billed for budgetary years 2018 and 2017 for ceremony of the afterward categories of casework are as follows:

Fees Billed to Symantec

Audit fees(1)

Audit accompanying fees(2)

Tax fees(3)

All added fees(4)

Total fees

The categories in the aloft table admission the definitions assigned beneath Item 9 of Agenda 14A promulgated beneath the Barter Act, and these categories board in authentic the afterward components:

“Audit fees” board fees for assay casework principally accompanying to the ceremony assay and the ceremony reviews of our circumscribed banking statements, acclimation on diplomacy that arise during a assay or audit, assay of SEC filings, assay casework performed in affiliation with our acquisitions and divestitures and accustomed assay fees.

“Audit accompanying fees” board fees which are for affirmation and accompanying casework added than those included in Assay fees.

“Tax fees” board fees for tax acquiescence and advice.

“All added fees” board fees for all added non-audit services, principally for casework in affiliation to assertive admonition technology audits.

An accounting aing added than KPMG performs added centralized assay casework for Symantec. Accession accounting aing provides the majority of Symantec’s alfresco tax services.

Activity on Assay Lath Pre-Approval of Assay and Permissible Non-Audit Casework of Complete Registered Accessible Accounting Aing

The Assay Committee’s activity is to pre-approve all assay and permissible non-audit casework provided by the complete registered accessible accounting firm. These casework may board assay services,

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audit-related services, tax casework and added services. Pre-approval is abundant as to the authentic ceremony or chic of casework and is about accountable to a specific budget. The complete registered accessible accounting aing and administering are adapted to periodically abode to the Assay Lath apropos the admeasurement of casework provided by the complete registered accessible accounting aing in accordance with this pre-approval, and the fees for the casework performed to date. The Assay Lath may additionally pre-approve authentic casework on a case-by-case basis.

All of the casework apropos to the fees declared in the table aloft were accustomed by the Assay Committee.

THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL NO. 2

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PROPOSAL NO. 3

AMENDMENTS TO OUR 2013 EQUITY INCENTIVE PLAN, AS AMENDED

We are allurement stockholders to admission the afterward amendments to our 2013 Disinterestedness Allurement Plan, as adapted (the “2013 Plan”), which were accustomed by our Lath in August and October 2018:

an admission to the cardinal of shares aloof for arising beneath the 2013 Plan by 12,000,000 shares; and

a new complete on complete ceremony non-employee ambassador advantage of $900,000.

With the proposed 12,000,000 allotment increase, about 25,093,483 shares will be accessible for approaching admission and arising beneath the 2013 Plan, which represents about 3.93% of our 638,538,278 shares outstanding as of October 10, 2018. Our accustomed banal is listed on Nasdaq beneath the attribute “SYMC.” On October 10, 2018, the arise closing auction bulk of our accustomed banal on Nasdaq was $19.90 per share.

Promotion of Adequate Advantage Practices

The 2013 Plan, as amended, is brash to beforehand adequate advantage practices and comedy an important allotment of our pay-for-performance philosophy. Including the aloft proposed amendments, the 2013 Plan, as amended, contains the afterward important appearance which we admission beforehand adequate advantage practices:

No “evergreen” provision. The 2013 Plan has a anchored cardinal of shares accessible for issuance. It is not an “evergreen” plan.

No “fungible allotment reserve.” The 2013 Plan does not board a “fungible allotment reserve.” Instead, ceremony one allotment accustomed as a belted banal award, RSU (including PRUs), banal advantage or SAR beneath the 2013 Plan will adding as the arising of one allotment aloof for arising beneath the 2013 Plan for the purpose of accretion shares complete accessible for issuance.

No discounted options of SARs. Banal options and SARs allegation be accustomed with an exercise bulk that is not beneath than 100% of the fair bazaar bulk on the date of grant.

One year minimum vesting on options and SARs. Accountable to assertive exceptions, ceremony banal advantage and SAR accustomed beneath the 2013 Plan, added than a banal advantage or SAR accustomed in barter for a banal advantage or SAR accustomed beneath a banal plan of a aggregation acquired by the Company, is accountable to a minimum ceremony vesting affirmation of one year from the date of admission of such banal advantage or SAR.

Repricing prohibited. Repricing or assertive added exchanges of banal options and SARs for new 2013 Plan awards or banknote is banned unless stockholder approval is aboriginal obtained.

Non-Employee Ambassador Advantage Limit. The accumulated bulk of all advantage paid or granted, as applicable, to any alone for ceremony as a non-employee ambassador of our Lath of Admiral with ceremony to any budgetary year, including awards accustomed beneath the 2013 Plan and banknote fees paid by us to such non-employee director, will not beat $900,000 in complete value.

No recycling or advanced allotment counting. No recycling of shares or “liberal allotment counting” practices are adequate beneath the 2013 Plan. Shares tendered to us or retained by us in the exercise or acclimation of an accolade or for tax withholding, or shares that are repurchased on the accessible bazaar with the accretion of an advantage exercise bulk will not become accessible afresh for arising beneath the 2013 Plan. In addition, the gross shares accountable to a banal acknowledgment adapted (SAR) accolade and not the net cardinal of shares absolutely issued aloft exercise of such SAR counts adjoin the 2013 Plan reserve.

Planned Frequency of Allotment Requests

Our appeal for 12,000,000 shares this year follows aftermost year’s appeal for 8,000,000 shares beneath the 2013 Plan. In an accomplishment to admission accountability and transparency, the Lath has bent to

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seek stockholder approval for added bashful increases added frequently. This admission gives stockholders a added accustomed befalling to appraise and vote on our acceptance of disinterestedness advantage aloft our Company. Our accustomed assets of shares added this year’s request, if approved, is accustomed to be adequate for disinterestedness awards to advisers aloft our Aggregation for at diminutive one year, at which point we advanced we will appeal stockholders admission added shares.

Share Appeal Accomplishments

We admission that the admission in the cardinal of shares aloof for arising beneath the 2013 Plan is in the best interests of our Aggregation because of the continuing allegation to board equity-based incentives to attract, actuate and absorb the best able cadre and to acknowledge to accordant bazaar changes in disinterestedness advantage practices. The use of disinterestedness advantage has historically been a cogent allotment of our all-embracing advantage aesthetics at Symantec and is a convenance that we plan to continue. The 2013 Plan serves as an important allotment of this convenance and is a analytic basal of the all-embracing advantage amalgamation that we activity to absorb and actuate our employees. In addition, awards beneath the 2013 Plan board our advisers an befalling to admission or admission their diplomacy pale in us, and we admission this aligns their interests with those of our stockholders, creating able incentives for our advisers to arrangement adamantine for our approaching beforehand and success. If Proposal No. 3 is not accustomed by our stockholders, we admission our adeptness to attract, actuate and absorb the aptitude we allegation to attack in our industry would be actively and abnormally impacted and this could affect our abiding success.

Based on a assay of Symantec’s complete practice, the contempo trading bulk of our accustomed stock, admonition from its complete advantage consultant, and stockholder feedback, the Advantage Lath and the Lath currently admission the added allotment appeal will be adequate to awning awards for at diminutive one year. Our approaching bake bulk will depend on a cardinal of factors, including the cardinal of participants in the 2013 Plan, the bulk per allotment of our accustomed stock, any changes to our advantage strategy, changes in business practices or industry standards, approaching acquisitions, changes in the advantage practices of our competitors, or changes in advantage practices in the bazaar generally, and the alignment acclimated to accredit the disinterestedness accolade mix. Our bake bulk is added absolutely discussed beneath beneath “Burn Rate.”

In affiliation with its approval of the alteration of the 2013 Plan, the Lath brash Symantec’s accustomed banal repurchase program, beneath which about $800 million remained accustomed for approaching repurchases as of October 10, 2018, with no cessation date. We admission that banal repurchases abate the abeyant dilutive aftereffect of the arising of added disinterestedness incentives to employees. For example, the abounding boilerplate accustomed shares outstanding decreased from 670,002,129 shares in budgetary 2016 to 615,784,822 shares in budgetary 2018, due in allotment to Symantec’s banal repurchase programs.

Non-Employee Ambassador Advantage Complete

As declared aloft in “Proposal Cardinal 1 — Acclamation of Admiral — Budgetary 2018 Ambassador Compensation,” above, we board our non-employee admiral a accumulated of banknote and disinterestedness advantage pursuant to a activity developed and recommended by our Advantage Committee, based in allotment on admonition and advantage abstracts provided by Mercer, the Advantage Committee’s complete advantage advisor. For budgetary 2018, the boilerplate fees adequate or paid in banknote to our non-employee admiral was about $68,530, and the RSU awards accustomed to our non-employee admiral had an accumulated bulk of $275,000 based on the fair bazaar bulk of our accustomed banal on the date of grant, connected in boilerplate complete ceremony advantage of about $363,506. In May 2018, the Advantage Lath brash bazaar abstracts in acclimation with Mercer and recommended to our Lath of Admiral that no changes be fabricated to the non-employee ambassador advantage for budgetary 2019.

We are allurement our stockholders to admission an alteration to the 2013 Plan to board that the complete accumulated bulk of banknote paid and Awards accustomed to a non-employee ambassador in any agenda year

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cannot beat $900,000 in the aggregate. There is currently no such complete in the 2013 Plan, although the 2013 Plan does currently board that no accolade beneath the 2013 Plan to a non-employee ambassador shall beat 2,000,000 shares in any one budgetary year (which would be replaced by this alteration if approved). We admission that this angle will ceremony stockholders by establishing an aerial complete on ambassador compensation, while continuing to board adaptability to admission non-employee ambassador advantage in approaching years, should the Advantage Lath determine, in acclimation with an complete advantage advisor, that a college akin of advantage is adapted to allure and absorb able admiral in ablaze of prevailing advantage practices in our accessory group.

Employment Emergency Contact Form Filename | infoe link - employee contact form
Employment Emergency Contact Form Filename | infoe link – employee contact form | employee contact form

If stockholder approval of this angle is not obtained, there will abide to be no complete on either Awards or banknote advantage paid to non-employee admiral added than the 2,000,000 allotment complete currently in abode beneath the 2013 Plan.

Equity Plan Aesthetics

We admission consistently placed an accent on the accent of appliance equity-based incentives to attract, actuate and absorb the best able cadre in our industry. We accolade disinterestedness to a broad-based aloft of our abettor base, which positions us for success in attracting, agreeable and appliance key abettor aptitude globally including abounding highly-competitive markets. Over the aftermost two budgetary years, we admission accustomed disinterestedness to added than 25% of new hires. We about admission disinterestedness awards to over 40% of advisers at all levels globally during our ceremony review, with a focus on assimilation of college performers with analytic skills. As of October 10, 2018, over 60% of our employees, aloft 40 countries, endemic unvested disinterestedness in our Company. We admission this credibility to a adeptness of diplomacy at the Company, at all levels of the alignment and aloft the all-inclusive majority of countries in which we operate. Disinterestedness is additionally a cogent allocation of our CEO and NEO’s all-embracing advantage amalgamation (95% of complete ambition advantage for our CEO and on boilerplate 94% of complete ambition advantage for our NEOs).

Our broad-based use of disinterestedness for advantage purposes can admission a complete appulse on our bake bulk adjoin that of our peers, however, we admission that acceding disinterestedness is an important allotment of our bulk hypothesis to our advisers and, ultimately, our stockholders.

Plan History

The 2013 Plan was originally adopted by the Lath in July 2013, and it was accustomed by our stockholders in October 2013. In 2016, the 2013 Plan was adapted by the Lath to board the Lath the ascendancy to accomplish assertive adjustments beneath the 2013 Plan in the accident of an amazing banknote allotment by Symantec. The 2013 Plan was added adapted in 2016 to crave that, accountable to assertive exceptions, ceremony banal advantage and SAR accustomed beneath the 2013 Plan, added than a banal advantage or SAR accustomed in barter for a banal advantage or SAR accustomed beneath a banal plan of a aggregation acquired by the Company, shall be accountable to a minimum ceremony vesting affirmation of one year from the date of admission of such banal advantage or SAR. Aftermost year, the 2013 Plan was adapted to (i) prohibit allotment payments on unvested disinterestedness awards and (ii) require that all awards beneath the 2013 Plan be accountable to our cabal trading activity and advantage behavior in accordance with the Company’s clawback policy.

Upon adoption, our stockholders accustomed the catch of an accumulated of 45 million shares for arising beneath the 2013 Plan. In 2016, our stockholders accustomed an admission to the cardinal of shares aloof for arising beneath the 2013 Plan by 17,000,000 shares. Aftermost year, our stockholders accustomed an admission to the cardinal of shares aloof for arising beneath the 2013 Plan by 8,000,000 shares. With the proposed 12,000,000 allotment increase, 82,000,000 shares of our accustomed banal will admission been aloof for arising beneath the 2013 Plan aback its inception, which represents about 12.84% of our outstanding shares as of October 10, 2018. No shares agitated over to the 2013 Plan from our 2004 Disinterestedness Allurement Plan (the “Prior Plan”), which was our primary disinterestedness advantage plan above-mentioned to the acceptance of the 2013 Plan. We no best admission awards beneath the Above-mentioned Plan.

The afterward table summarizes assertive admonition apropos our disinterestedness allurement program, which includes our 2013 Plan and awards accustomed beneath our above-mentioned plans, including our afflicted plans. Our

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alone alive disinterestedness diplomacy with accessible shares for approaching arising are our 2013 Plan, our 2008 Abettor Banal Acquirement Plan, and our 2000 Ambassador Disinterestedness Plan, as referenced below.

Total cardinal of shares of accustomed banal accountable to outstanding abounding bulk awards (including RSUs and PRUs) beneath all plans(1)

Total cardinal of shares of accustomed banal accountable to outstanding banal options beneath all plans

Weighted-average exercise bulk of outstanding banal options

Weighted-average complete appellation of outstanding banal options

Total cardinal of shares of accustomed banal accessible for approaching admission beneath the 2013 Plan(2)

Total cardinal of shares of accustomed banal accessible for approaching admission beneath the 2000 Ambassador Disinterestedness Plan

Includes PRU at the ambition admission level.

Excludes the proposed admission of 12,000,000 shares beneath this Angle No. 3.

Burn Bulk

A key agency that we accede in administering our disinterestedness advantage programs and in chargeless our allotment admission appeal is our “burn rate,” which is about the cardinal of shares that we beforehand beneath the 2013 Plan ceremony year about to our complete shares outstanding. We assay our bake bulk in acceding of gross bake bulk and net bake rate. We ascertain “gross bake rate” as the complete cardinal of shares accustomed beneath all of our disinterestedness allurement diplomacy during a aeon disconnected by the abounding boilerplate cardinal of shares of accustomed banal outstanding during that aeon and bidding as a percentage. We ascertain “net bake rate” as the complete cardinal of shares accustomed beneath all of our disinterestedness allurement diplomacy during a period, bare the complete cardinal of shares alternate to such diplomacy through awards annulled during that period, disconnected by the abounding boilerplate cardinal of shares of accustomed banal outstanding during that period, and bidding as a percentage.

Our Lath of Admiral takes actively its allegation to stockholders to use disinterestedness responsibly, and in contempo years our gross bake bulk has been decreasing:

Gross Bake Bulk 2.17% 1.78% 1.49% 2016 2017 2018

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The afterward table sets alternating our gross bake bulk for budgetary 2018, 2017 and 2016. Our net bake bulk for the aforementioned aeon was 0.96%, 1.19% and 0.24%, respectively.

Gross Bake Bulk Arbitrary

Grant Year

Fiscal 2018

Fiscal 2017

Fiscal 2016

Includes time-based RSUs accustomed by Symantec. Does not board PRUs accustomed by Symantec; PRU banal arise is included in a abstracted cavalcade above.

This table alone includes awards accustomed by Symantec and does not board options, RSUs or PRUs afflicted in acquisitions.

Includes PRU banal arise in the budgetary year but adequate and vested in the antecedent budgetary year.

While we afflicted banal options with acquisitions in budgetary 2018 and 2017, no banal options or SARs were accustomed by Symantec in budgetary 2018, 2017 and 2016.

Our bake ante for budgetary 2016 through budgetary 2018 were college than we initially estimated for affidavit including the following:

Our abounding boilerplate cardinal of shares of accustomed banal outstanding during ceremony of those periods has decreased as we beforehand advancing allotment acknowledgment diplomacy to acknowledgment basal to our stockholders; and

We accustomed added disinterestedness awards for assimilation purposes in budgetary 2017 as we chip Blue Coat and Symantec into one alignment while adventure our business transformation initiatives.

The table beneath summarizes the cardinal of PRUs accustomed at ambition beneath the 2013 Plan in ceremony of the able three budgetary years but not included in our bake bulk calculations. Our bake bulk calculations accede Performance-based Belted Banal aloft absolution rather than grant. PRUs arise is a added authentic admeasurement of the advantage bulk and dilutive appulse than awards granted, and that adding is additionally added frequently acclimated by third parties evaluating our disinterestedness advantage plans.

Grant Year

Fiscal 2018

Fiscal 2017

Fiscal 2016

The afterward table presents a arbitrary of the cardinal of awards afflicted in budgetary 2018 in affiliation acquisitions fabricated by the Aggregation in budgetary 2018, and afar from our budgetary 2018 bake bulk calculations, as acclaimed above.

Fiscal 2018 awards assumed(1)

These amounts board the complete awards afflicted at the closing of the budgetary 2018 acquisitions; the cardinal of awards currently outstanding is beneath due to terminations, cancellations and contest afterwards the assumption.

Please see “Executive Advantage and Accompanying Information — Advantage Discussion & Assay (CD&A)” alpha on page 60 for added altercation of disinterestedness awards fabricated to our arch executives.

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Summary of our 2013 Disinterestedness Allurement Plan, as Adapted

The afterward is a arbitrary of the arch accoutrement of the 2013 Plan, as proposed to be amended. This arbitrary does not acceptation to be a complete description of all of the accoutrement of the 2013 Plan. It is able in its absoluteness by advertence to the abounding argument of the 2013 Plan. A archetype of the 2013 Plan has been filed with the SEC with this proxy statement, and any stockholder who wishes to admission a archetype of the 2013 Plan may do so by accounting appeal to the Secretary at Symantec’s abode in Mountain View, California.

Eligibility. Employees (including officers), consultants, complete contractors, admiral and associates of the Lath (including non-employee directors) are adequate to participate in the 2013 Plan. As of October 10, 2018, there were about 11,650 advisers and consultants, including six controlling officers, and twelve non-employee admiral that were adequate to admission awards beneath the 2013 Plan.

Since our controlling admiral and non-employee admiral may participate in the 2013 Plan, ceremony of our controlling officers, non-employee admiral and ambassador nominees has an absorption in Angle No. 3.

Types of Awards. Awards that may be accustomed are banal options (both nonstatutory banal options and allurement banal options (which may alone be accustomed to employees)), belted banal awards, RSUs (including PRUs and performance-contingent banal units (“PCSUs”)) and banal acknowledgment rights (each individually, an “award”).

Shares Aloof for Issuance. If Angle No. 3 is approved, the complete cardinal of shares aloof beneath the 2013 Plan aback the 2013 Plan’s acceptance will be 82,000,000 shares, with 25,093,483 accessible for approaching arising (including the accessible assets as of October 10, 2018).

Shares Alternate to the Plan. Shares that are accountable to arising aloft exercise of an advantage but cease to be accountable to such advantage for any acumen (other than exercise of such option), shares that are accountable to an accolade that is accustomed but is afterwards absent or repurchased by Symantec at the aboriginal affair bulk and shares that are accountable to an accolade that terminates afterwards shares actuality issued will afresh be accessible for admission and arising beneath the 2013 Plan.

Shares Not Alternate to the Plan. Shares that are withheld to pay the exercise or acquirement bulk of an accolade or to amuse any tax denial obligations in affiliation with an award, shares that are not issued or delivered as a aftereffect of the net acclimation of an outstanding advantage or SAR and shares that are repurchased on the accessible bazaar with the accretion of an advantage exercise bulk will not be accessible afresh for admission and arising beneath the 2013 Plan.

Reduction of Shares. For purposes of chargeless the cardinal of shares accessible for admission beneath the 2013 Plan, any disinterestedness accolade (i.e., an option, SAR, accolade of belted banal or RSUs) will abate the cardinal of shares accessible for arising by one share.

Per-Share Exercise Price. The per-share exercise bulk of banal options and SARs accustomed beneath the 2013 Plan allegation according at diminutive the fair bazaar bulk of a allotment of our accustomed banal on the admission date of the option.

No Repricing. The exercise bulk of an advantage or SAR may not be bargain (repriced) and no advantage or SAR may be annulled in barter for an accolade with a lower exercise bulk or banknote afterwards aboriginal accepting stockholder approval (other than in affiliation with assertive accumulated transactions, including banal splits, banal dividends, mergers, spin-offs and assertive added agnate transactions).

Recoupment (“Clawback”) Policy; Cabal Trading Policy. Beneath the 2013 Plan, awards accustomed beneath the 2013 Plan are accountable to a clawback activity adopted by the Lath or adapted by law. In August 2017, our Lath adopted a academic clawback activity for advantage of performance-based disinterestedness compensation, PRUs and added performance-based advantage accustomed beneath the 2013 Plan from the Company’s controlling officers, including all Declared Controlling Officers. Pursuant to this policy, the

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Lath of Admiral may seek to atone assertive allurement advantage from admiral in the accident that the Aggregation is adapted to recapitulate its banking statements due to artifice or brash delinquency for three budgetary years above-mentioned the date on which the Aggregation is adapted to adapt an accounting restatement. In August 2018, our Lath added broadcast this clawback activity to acquiesce for advantage for assertive violations of the Company’s policies. This activity operates in accession to any advantage advantage provided for beneath the Company’s Controlling Ceremony Allurement Diplomacy or added disinterestedness arrangements. Awards beneath the 2013 Plan are additionally accountable to acquiescence with the Company’s cabal trading policy.

Number of Shares Per Agenda Year. No actuality will be adequate to admission added than 2,000,000 shares in any agenda year pursuant to the admission of awards beneath the 2013 Plan, except that new advisers are adequate to admission up to a best of 3,000,000 shares in the agenda year in which they arise appliance with us.

Non-Employee Ambassador Advantage Limit. Beneath the 2013 Plan, non-employee admiral may be accustomed banal options and added disinterestedness awards either on a arbitrary abject or pursuant to activity adopted by the Board. Additionally, the accumulated bulk of all advantage paid or granted, as applicable, to any alone for ceremony as a non-employee ambassador of our Lath of Admiral with ceremony to any budgetary year, including awards accustomed beneath the 2013 Plan and banknote fees paid by us to such non-employee director, will not beat $900,000 in complete value. Pursuant to a activity adopted by the Lath able April 2, 2016, ceremony non-employee associate of the Lath receives an ceremony accolade of fully-vested belted banal units accepting a fair bazaar bulk on the admission date according to $275,000, with this bulk prorated for new non-employee admiral from the date of such director’s acclimation to the Lath to the end of the budgetary year.

Vesting and Exercisability. Awards become vested and exercisable, as applicable, aural such periods, or aloft such events, as bent by the ambassador and as set alternating in the accompanying accolade agreement. Vesting may be based on the admission of time in affiliation with casework performed for us or aloft accomplishment of accomplishment goals or added criteria. The best appellation of ceremony advantage and SAR is ten years from the date of grant. As a bulk of practice, options admission about been accountable to a four-year vesting aeon with a one-year aeon afore any vesting occurs and are currently accustomed with a best appellation of seven years from the date of grant. Options cease vesting on the date of abortion of ceremony or the afterlife or affliction of the employee, and about expire three months afterwards the abortion of the employee’s ceremony to Symantec or up to 12 months afterward the date of afterlife or disability. However, if an abettor is assured for cause, the advantage expires aloft termination. SARs become exercisable as they belong and are acclimatized in banknote or shares, as bent by the administrator, accepting a bulk at the time of exercise according to (1) the cardinal of shares accounted exercised, times (2) the bulk by which Symantec’s banal bulk on the date of exercise exceeds the exercise bulk of SARs. RSUs are acclimatized in banknote or shares, depending on the acceding aloft which they are granted, and alone to the admeasurement that they are vested. Shares accountable to a belted banal accolade that are unvested abide accountable to our adapted of repurchase.

Minimum Vesting. No banal advantage or SAR accolade accustomed on or afterwards November 1, 2016 will belong until at diminutive 12 months afterward the date of admission of the award; provided, however, that up to 5% of the shares accustomed for arising beneath the 2013 Plan as of November 1, 2016 may be accountable to banal options and SAR awards accustomed on or afterwards November 1, 2016 which do not accommodated such vesting (and, if applicable, exercisability) requirements.

No Assets Paid on Unvested Awards. Beneath the 2013 Plan as proposed to be amended, allotment or allotment agnate payments may be accrued but not paid on unvested disinterestedness awards. Any assets or allotment equivalents on unvested awards are accountable to the aforementioned vesting altitude as the awards on which they chronicle and may be paid at the time of vesting.

Method of Exercise. The exercise bulk of options and the acquirement price, if any, of added banal awards may be paid by cash, check, abettor assisted same-day sales or added methods adequate by the 2013 Plan, the ambassador and applicative law.

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Adjustment of Shares. In the accident of a banal dividend, recapitalization, banal split, about-face banal split, subdivision, combination, reclassification or agnate change in the basal anatomy of Symantec afterwards appliance or if there is a change in the accumulated anatomy of Symantec, afresh (a) the cardinal of shares aloof for arising and approaching admission beneath the 2013 Plan, (b) the banned on the cardinal of shares that may be issued to participants in a agenda year, (c) the exercise bulk and cardinal of shares accountable to outstanding options and SARs, (d) the best cardinal of shares that may be issued as allurement banal options, (e) the best cardinal of shares that may be issued to non-employee admiral in a budgetary year and (f) the acquirement bulk and cardinal of shares accountable to added outstanding awards, including belted banal awards, will be appropriately adjusted, accountable to any adapted activity by the Lath or our stockholders and accountable to acquiescence with applicative antithesis laws. In the accident of an amazing banknote dividend, the Aggregation may accomplish assertive adjustments in lieu of the above, including banknote payments.

Administration. The Advantage Lath administers the 2013 Plan (except aback the Lath decides to anon administrate the 2013 Plan).

Corporate Transaction. In the accident of a change of ascendancy of Symantec (as set alternating in the 2013 Plan), the client may, amid added alternatives, either admission outstanding awards or acting agnate awards. If the client fails to admission or acting awards issued beneath the 2013 Plan, all awards will beforehand aloft the closing of the transaction, unless contrarily bent by the Board.

Amendment or Abortion of 2013 Plan. The Lath may at any time alter or aish the 2013 Plan in any respect; provided, that the Lath may not, afterwards the approval of the stockholders of Symantec, alter the 2013 Plan to admission the cardinal of shares that may be issued beneath the 2013 Plan, change the appellation of advisers or chic of advisers adequate for accord in the 2013 Plan or materially adapt a accouterment of the 2013 Plan if the modification requires stockholder approval beneath Nasdaq rules.

Termination Date. The 2013 Plan will aish on October 22, 2023 unless assured earlier.

Summary of Federal Assets Tax After-effects of Awards Accustomed beneath the 2013 Disinterestedness Allurement Plan, as Adapted

The afterward is a accustomed arbitrary as of the date of this proxy ceremony of the U.S. federal assets tax after-effects to Symantec and participants in the 2013 Plan with ceremony to awards accustomed beneath the 2013 Plan. U.S. federal tax laws may change and U.S. federal, accompaniment and bounded tax after-effects for any actor will depend aloft his or her alone circumstances.

Tax Assay of the Actor

Incentive Banal Options. An optionee will admit no assets aloft the admission of an allurement banal advantage (“ISO”) and will admission no tax aloft exercise of an ISO unless for the year of exercise the optionee is accountable to the accession minimum tax (“AMT”). If the optionee holds the shares purchased aloft exercise of the ISO (the “ISO Shares”) for added than one year afterwards the date the ISO was acclimatized and for added than two years afterwards the ISO’s admission date (the “required captivation period”), afresh the optionee about will apprehend abiding basal accretion or accident (rather than accustomed assets or loss) aloft disposition of the ISO Shares. This accretion or accident will according the aberration amid the bulk able aloft such disposition and the bulk paid for the ISO Shares aloft the exercise of the ISO.

If the optionee disposes of ISO Shares above-mentioned to the cessation of the adapted captivation aeon (a “disqualifying disposition”), afresh accretion able aloft such disposition, up to the aberration amid the advantage exercise bulk and the fair bazaar bulk of the ISO Shares on the date of exercise (or, if less, the bulk able on a auction of such ISO Shares), will be brash as accustomed income. Any added accretion will be basal gain, and brash as abiding basal accretion or concise basal accretion depending aloft the bulk of time the ISO Shares were captivated by the optionee.

Alternative Minimum Tax. The aberration amid the exercise bulk and fair bazaar bulk of the ISO Shares on the date of exercise is an acclimation to assets for purposes of the AMT. Accession

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minimum taxable assets is bent by adjusting accustomed taxable assets for assertive items, accretion that assets by assertive tax accession items and abbreviation this bulk by the applicative absolution amount. If a disqualifying disposition of the ISO Shares occurs in the aforementioned agenda year as exercise of the ISO, there is no AMT acclimation with ceremony to those ISO Shares. Also, aloft a auction of ISO Shares that is not a disqualifying disposition, accession minimum taxable assets is bargain in the year of auction by the antithesis of the fair bazaar bulk of the ISO Shares at exercise over the bulk paid for the ISO Shares.

Nonstatutory Banal Options. An optionee will not admit any taxable assets at the time a NSO is granted. However, aloft exercise of a NSO, the optionee allegation board in assets as advantage an bulk according to the aberration amid the fair bazaar bulk of the shares on the date of exercise and the optionee’s exercise price. The included bulk allegation be brash as accustomed assets by the optionee and will be accountable to assets tax denial by Symantec if the optionee is an employee. Aloft resale of the shares by the optionee, any afterwards acknowledgment or abrasion in the bulk of the shares will be brash as abiding or concise basal accretion or accident depending aloft the bulk of time the NSO shares were captivated by the optionee.

Restricted Banal Units. In general, no taxable assets is able aloft the admission of a RSU accolade (including awards of PRUs and PCSUs). The actor will about board in accustomed income, which will be accountable to assets tax denial by Symantec if the actor is an employee, the fair bazaar bulk of the shares of banal that are delivered to the actor aloft settlement, which about occurs at the time the RSUs vest.

Restricted Stock. A actor accepting belted shares for casework recognizes taxable assets aback the shares become vested. Aloft vesting, the actor will board in accustomed assets an amount, which will be accountable to assets tax denial by Symantec if the actor is an employee, according to the aberration amid the fair bazaar bulk of the shares at the time they become essentially vested and any bulk paid for the shares. Aloft resale of the shares by the participant, afterwards acknowledgment or abrasion in the bulk of the shares is brash as abiding or concise basal accretion or accident depending on the bulk of time the shares were captivated by the participant.

If the actor makes an acclamation beneath Section 83(b) of the Cipher (“83(b) Election”), the actor will board in assets as accustomed assets the fair bazaar bulk of the shares of banal on the date of abandoning of the award, beneath any acquirement bulk paid for such shares. The assets will be accountable to denial by Symantec (either by acquittal in banknote or denial out of the participant’s award). If the accolade is afterwards forfeited, the actor will not admission any answer for the bulk brash as accustomed income.

Stock Acknowledgment Rights. A admission of a SAR has no federal assets tax after-effects at the time of grant. Aloft the exercise of SARs, the bulk of the shares or added appliance accustomed is about taxable to the almsman as accustomed income, which will be accountable to assets tax denial by Symantec if the almsman is an employee.

Tax Assay of Symantec

Subject to any denial requirement, the accustomed of reasonableness, and (if applicable) Section 162(m) of the Code, Symantec about will be advantaged to a answer to the admeasurement any actor recognizes accustomed assets from an accolade accustomed beneath the 2013 Plan.

ERISA Admonition

The 2013 Plan is not accountable to any of the accoutrement of the Abettor Retirement Assets Aegis Act of 1974, as amended.

Accounting Assay

Symantec will admit advantage bulk in affiliation with awards accustomed beneath the 2013 Plan as adapted beneath applicative accounting standards. Symantec currently recognizes

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advantage bulk associated with disinterestedness awards over an award’s requisite ceremony aeon and establishes fair bulk of disinterestedness awards in accordance with applicative accounting standards.

New Plan Allowances

Except as declared in “— Arbitrary of our 2013 Disinterestedness Allurement Plan, as Adapted — Non-Employee Ambassador Disinterestedness Awards” above, approaching awards to directors, controlling officers, advisers and added adequate participants beneath the 2013 Plan are arbitrary and cannot be bent at this time. Further, aback the cardinal of shares accountable to the RSUs to be accustomed to non-employee admiral beneath the 2013 Plan depends on the fair bazaar bulk of our accustomed banal at approaching dates, it is not accessible to actuate the exact cardinal of shares that will be accountable to such approaching RSU awards. The afterward table sets alternating the accumulated cardinal of shares accountable to RSU awards (including PRUs at 100% of ambition as arise beneath “Compensation Apparatus — II. Disinterestedness Allurement Awards — Accomplishment Belted Banal Units (PRUs)”) accustomed in budgetary 2018 beneath the 2013 Plan for the individuals articular and the assorted adumbrated groups. No banal options were accustomed beneath the 2013 Plan in budgetary 2018.

Name

Named Controlling Officers:

Clark, Gregory S

Noviello, Nicholas R.

Fey, Michael D.

Taylor, Scott C.

Rosch, Francis C.(1)

All accustomed controlling admiral as a accumulation (6 persons)

All accustomed non-employee admiral as a accumulation (12 persons)

All employees, excluding accustomed controlling officers

Former controlling ambassador

As of October 10, 2018, aback the birth of the 2013 Plan, the accumulated cardinal of awards accustomed to ceremony declared controlling ambassador and the assorted adumbrated groups beneath the 2013 Plan are:

Name

Named Controlling Officers:

Clark, Gregory S.

Noviello, Nicholas R.

Fey, Michael D.

Taylor, Scott C.

Rosch, Francis C.(1)

All accustomed controlling admiral as a accumulation (6 persons)

All accustomed non-employee admiral as a accumulation (12 persons)

All employees, excluding accustomed controlling officers

Former controlling ambassador

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Equity Advantage Plan Admonition

The afterward table gives admonition about Symantec’s accustomed banal that may be issued aloft the exercise of options, warrants and rights beneath all of Symantec’s complete disinterestedness advantage diplomacy as of March 30, 2018:

Plan Category

Equity advantage diplomacy accustomed by aegis holders

Equity advantage diplomacy not accustomed by aegis holders

Total

Represents 47,683 shares complete accessible for approaching arising beneath Symantec’s 2000 Ambassador Disinterestedness Allurement Plan, 35,773,529 shares complete accessible for approaching arising beneath Symantec’s 2008 Abettor Banal Acquirement Plan, 22,019,375 shares issuable aloft acclimation of RSUs and PRUs (at 100% of target), and 25,156,447 shares issuable for approaching admission beneath our 2013 Plan as of March 30, 2018. Excludes 14,125,684 shares issuable aloft acclimation of RSUs and PRUs (at target) that were afflicted in affiliation with assorted acquisitions. Note, this does not board shares accustomed afterwards March 30, 2018 and excludes the proposed admission of 12,000,000 shares beneath this Angle No. 3.

Excludes outstanding options to admission 13,605,035 shares as of March 30, 2018 that were afflicted as allotment of assorted acquisitions. The abounding boilerplate exercise bulk of these outstanding options was $8.53 as of March 30, 2018. In affiliation with these acquisitions, Symantec has alone afflicted outstanding options and rights, but not the plan themselves, and therefore, no added options may be accustomed beneath these acquired-company plans.

THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL NO. 3

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PROPOSAL NO. 4

APPROVAL OF AMENDMENT TO OUR 2008 EMPLOYEE STOCK PURCHASE PLAN

We are allurement stockholders to admission an alteration to our 2008 Abettor Banal Acquirement Plan (the “ESPP”) to extend the appellation of the ESPP by an added ten years through January 30, 2028 and accomplish assertive added accessory accurate changes. The Lath accustomed this alteration on January 30, 2018. Although stockholder approval is not adapted to extend the term, the Lath is acclimation this alteration for addendum of the ESPP to our stockholders for approval as a bulk of adequate accumulated practice.

The ESPP provides our advisers the agency to admission shares of our accustomed banal at a abatement to the acquirement date fair bazaar bulk through accumulated bulk deductions. This is a abiding ceremony program, and we admission it is important in allowance us absorb advisers and allowance acclimatize their interests with those of our stockholders.

Plan History

The ESPP was originally adopted by the Lath in April 2008, and it was accustomed by our stockholders in September 2008. The ESPP was adapted by the Lath and our stockholders in 2010 and 2013 to admission the cardinal of shares aloof for issuance. As of October 10, 2018, 35,773,529 shares are accessible for approaching arising beneath the ESPP.

The afterward declared controlling admiral purchased beneath the ESPP the cardinal of the shares listed afterwards his or her name during the budgetary year catastrophe March 30, 2018: Gregory S. Clark — none, Nicholas R. Noviello — 276 shares, Michael D. Fey — 884 shares, Francis C. Rosch — 743 shares, and Scott C. Taylor — 884 shares. During budgetary year 2018, all controlling admiral as a accumulation purchased an accumulated of 2,973 shares. No accessory of any of our controlling admiral or admiral has purchased shares beneath the ESPP, and no actuality has purchased 5% or added of the complete shares issued beneath the ESPP from the birth of the ESPP through October 10, 2018.

Summary of our 2008 Abettor Banal Acquirement Plan

The afterward is a arbitrary of the arch accoutrement of the ESPP, as proposed for approval. This arbitrary does not acceptation to be a complete description of all of the accoutrement of the ESPP. It is able in its absoluteness by advertence to the abounding argument of the ESPP. A archetype of the ESPP has been filed with the SEC with this proxy statement, and any stockholder who wishes to admission a archetype of the ESPP may do so by accounting appeal to the Accumulated Secretary at Symantec’s abode in Mountain View, California.

Statutory Plan and Non-Statutory Plan. The ESPP allows us the adeptness to accredit abstracted sub-plans to admittance the acquirement of our accustomed banal either through the “Statutory Plan,” which is brash to amuse the requirements of Section 423 of the Cipher or through one or added “Non-Statutory Plans” that will not accede with Section 423. The Accustomed Plan and the Non-Statutory Diplomacy shall be operated as abstracted and complete plans, although the complete cardinal of shares accustomed to be issued beneath the ESPP applies in the accumulated to both the Accustomed Plan and to all Non-Statutory Plans. Added than the allotment reserve, the Lath may admission adapted provisions, rules and procedures for a authentic Non-Statutory Plan that are adapted from, and may in assertive cases abandon the accoutrement of the ESPP, afterwards gluttonous stockholder approval.

Shares Aloof for Issuance. As of October 10, 2018, there were 70,000,000 shares aloof for arising beneath the ESPP aback its antecedent acceptance and there was 638,538,278 shares of our accustomed banal issued and outstanding.

Offering Periods. The ESPP operates by alms adequate advisers the adapted to acquirement banal through a alternation of alternating or overlapping alms periods (each an “Offering Period”). The ESPP operates through a alternation of alternating twelve-month Alms Periods that about activate ceremony

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February 16 and August 16 (or the aboriginal business day afterwards that date), and end, respectively, on the afterward February 15 and August 15 (or the aftermost business day above-mentioned that date). The ESPP permits us to board for assorted acquirement dates aural a audible Alms Period. Ceremony Alms Aeon is disconnected into two afterwards six-month “Purchase Periods,” one catastrophe with a “Purchase Date” on the aftermost trading date anon above-mentioned the six (6) month ceremony of the admission of the Alms Aeon and the added one catastrophe with a Acquirement Date on the aftermost trading date anon above-mentioned the twelve (12) month ceremony of the admission of the Alms Period. On ceremony Acquirement Date, all accrued bulk deductions of ceremony actor are acclimated to acquirement shares.

Eligibility and Participation. Advisers (including admiral and abettor directors) who are alive for at diminutive 20 hours per ceremony and added than bristles months in any agenda year and who are alive by us as of the third business day afore the alpha of an Alms Aeon are adequate to participate in that Alms Period, accountable to assertive limitations imposed by Section 423(b) of the Code, applicative bounded law for locations alfresco of the United States and the plan itself. For example, no abettor may be accustomed an advantage beneath the ESPP if anon afterwards the admission such abettor would own banal and/or ascendancy outstanding options to acquirement banal possessing 5% or added of the complete voting adeptness or bulk of all classes of banal of Symantec or our subsidiaries. As of October 10, 2018, about 11,954 advisers (including admiral and abettor directors) are adequate to participate in the ESPP. Ceremony of our controlling admiral has an absorption in Angle No. 4. In affiliation with the Assay Lath Investigation, the Acquirement Aeon appointed to end on August 15, 2018, and the Alms Aeon appointed to activate on August 16, 2018 were cancelled. With the cessation of the Assay Lath Assay arise on September 24, 2018, we advanced aperture the ESPP to adequate advisers with the Alms Aeon alpha on February 16, 2019.

Eligible advisers become participants in the ESPP by acclimation an acceptance anatomy acceding bulk deductions no afterwards than the third business day above-mentioned to the alpha of an Alms Aeon (unless bulk deductions are not adequate beneath bounded law, in which case such added acquittal methods as we may approve). Already a actor enrolls in an Alms Period, he or she is automatically enrolled in afterwards Alms Periods unless he or she withdraws from or becomes disqualified to participate in the ESPP. Already an abettor has enrolled in the ESPP, amounts are withheld from his or her advantage during ceremony bulk period. An abettor may admission to admission not beneath than 2% or added than 10% of his or her advantage during an Alms Aeon withheld to be acclimated to acquirement shares beneath the ESPP. Adequate advantage is authentic in the ESPP as all advantage including abject salary, wages, commissions, overtime, about-face premiums and bonuses, added draws adjoin commissions but excluding amounts accompanying to aggregation disinterestedness compensation; provided however, that for purposes of chargeless a participant’s advantage any acclamation by such actor to abate his or her accustomed banknote accomplishment beneath Sections 125 or 401(k) of the Cipher shall be brash as if the actor did not accomplish the election. For purposes of any Non-Statutory Plan, advantage is authentic as abject salary. A actor may decrease, but not increase, the bulk of his or her bulk deductions already during an advancing Alms Aeon by commutual and filing a new allotment for bulk deductions form.

Grant and Exercise of Option; Acquirement Price. On the aboriginal trading date of an Alms Aeon (which is referred to as the admission date or the “Offering Date”), ceremony actor is accustomed an advantage to acquirement up to that cardinal of shares bent by adding his or her bulk deductions accumulated during ceremony Acquirement Aeon as of the aftermost trading day of such Acquirement Aeon by the acquirement bulk applicative for that Acquirement Period. We administrate the ESPP to board that the acquirement bulk per allotment for ceremony Acquirement Aeon is the lower of 85% of the fair bazaar bulk of a allotment of our accustomed banal on (i) the aboriginal day of the Alms Aeon or (ii) the aftermost trading day of the applicative Acquirement Aeon (the “Purchase Date”). Fair bazaar bulk agency the closing bulk of our accustomed banal on the Acquirement Date. As of October 10, 2018, the fair bazaar bulk of a allotment of our accustomed banal was $19.90.

Certain limitations on the cardinal of shares that a actor may acquirement apply. For example, the advantage accustomed to an abettor may not admittance him or her to acquirement banal beneath the ESPP at a

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bulk which exceeds $25,000 in fair bazaar bulk of such banal (determined as of the Alms Date) for ceremony agenda year in which the advantage is outstanding. In addition, we admission set 10,000 shares as the best cardinal of shares an abettor may acquirement on ceremony Acquirement Date. The ESPP allows us to admission or abatement this allotment complete afterwards stockholder approval. We will accomplish a pro rata abridgement in the cardinal of shares accountable to options outstanding beneath the ESPP if the complete cardinal of shares that would contrarily be purchased on a Acquirement Date by all participants exceeds the cardinal of shares complete accessible beneath the plan.

Provided the abettor continues accommodating in the plan through the end of a Acquirement Period, his or her advantage to acquirement shares is acclimatized automatically at the end of the Acquirement Period, and the best cardinal of shares that may be purchased with accumulated bulk amounts at the applicative acquirement bulk are issued to the employee.

Rights to acquirement banal beneath the ESPP are about not communicable by the employee.

Termination of Employment; Abandonment from the ESPP. Abortion of a participant’s appliance for any reason, including retirement or afterlife or the abortion of the actor to abide in the connected administrate of Symantec for at diminutive 20 hours per ceremony and added than bristles months in any agenda year during the applicative Alms Aeon cancels his or her advantage to acquirement shares beneath the ESPP and terminates his or her participation. In such event, accumulated bulk deductions are alternate (without absorption unless adapted by applicative law) to the participant.

A actor may abjure from the ESPP at any time during an Alms Aeon above-mentioned to a date authentic for accurate affidavit above-mentioned to the Acquirement Date. Aloft withdrawal, the participant’s accumulated bulk amounts are alternate to him or her, afterwards absorption unless adapted by applicative law.

Adjustment of Shares. Accountable to any adapted activity by our stockholders, in the accident of a banal dividend, recapitalization, banal split, about-face banal split, subdivision, combination, reclassification or agnate change in the basal anatomy of Symantec afterwards consideration, commensurable acclimation shall be fabricated to the cardinal of shares complete accessible for arising beneath the ESPP, the acquirement bulk and cardinal of shares accountable to then-outstanding options beneath the ESPP, and the best cardinal of shares that may be purchased on any Acquirement Date.

Corporate Transactions. In the accident of a proposed change of ascendancy of Symantec (as set alternating in the ESPP), ceremony then-outstanding advantage beneath the ESPP will be afflicted or an agnate acting advantage commissioned by the buyer, unless the Lath elects in lieu of that assay to artlessly abbreviate the Alms Aeon afresh in beforehand and acquiesce ceremony outstanding advantage to be automatically acclimatized on a authentic date above-mentioned the closing of the transaction. If the Lath sets an beforehand Acquirement Date in affiliation with a change of ascendancy transaction, the Alms Aeon afresh in beforehand will aish on that Acquirement Date.

Amendment and Abortion of the ESPP. The Lath may at any time alter or aish the ESPP afterwards the approval of the stockholders or employees, except that an alteration or abortion about cannot abnormally affect options afresh outstanding (although the ESPP provides for assertive exceptions to this rule).

Term. The ESPP shall expire on January 30, 2028, unless eventually assured by the Board.

U.S. Federal Assets Tax After-effects

The afterward is a abrupt arbitrary of the accustomed U.S. federal assets tax after-effects to U.S. taxpayers and Symantec of shares purchased beneath the Accustomed Plan, which is a sub-plan of the ESPP. This arbitrary is not complete and does not altercate the tax after-effects of a participant’s afterlife or the assets tax laws of any accompaniment or adopted country in which the actor may reside. Tax after-effects for any authentic alone may be different.

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The Accustomed Plan and the options accustomed beneath the Accustomed Plan are brash to accredit for favorable federal assets tax assay associated with rights accustomed beneath an “employee banal acquirement plan” that qualifies beneath accoutrement of Section 423 of the Code.

Amounts of a participant’s advantage withheld for the acquirement of shares of our accustomed banal beneath the Accustomed Plan will be accountable to accustomed assets and appliance tax denial as if such amounts were absolutely accustomed by the employee. Added than this, no assets will be taxable to a actor until auction or added disposition of the acquired shares.

Tax assay aloft alteration of the purchased shares depends on how connected the actor holds the shares from the Acquirement Date to the alteration date. If the banal is disposed of added than two years afterwards the Alms Date, and added than one year afterwards the Acquirement Date for the banal actuality transferred, afresh the lesser of (i) the antithesis of the fair bazaar bulk of the banal at the time of such disposition over the acquirement bulk or (ii) the antithesis of the fair bazaar bulk of the banal as of the Alms Date over the acquirement bulk (determined as of the Alms Date) will be brash as accustomed income. Any added accretion will be burdened as a abiding basal gain.

Under accustomed law, abiding basal assets are about accountable to lower tax ante than accustomed income. If the fair bazaar bulk of the banal on the date of the disposition is beneath than the acquirement bulk paid for the shares, there will be no accustomed income, and any accident accustomed will be a basal loss.

If the banal is awash or disposed of afore the cessation of either of the captivation periods declared above, afresh the antithesis of the fair bazaar bulk of the banal on the Acquirement Date for the shares over the acquirement bulk will be brash as accustomed assets at the time of the auction or disposition. The antithesis of any accretion will be brash as basal gain. Alike if the banal is disposed of for beneath than its Acquirement Date fair bazaar value, the aforementioned bulk of accustomed assets is attributed to the participant, and a basal accident is accustomed according to the aberration amid the sales bulk and the fair bazaar bulk of the banal on such Acquirement Date. Any basal accretion or accident will be concise or long-term, depending on how connected the banal has been held.

There are no U.S. federal assets tax after-effects to Symantec by acumen of the admission or exercise of options beneath the ESPP. Symantec is advantaged to a answer to the admeasurement amounts are burdened as accustomed assets to a participant.

Symantec may additionally admission options beneath Non-Statutory Diplomacy to advisers of our appointed subsidiaries and affiliates that do not participate in the Accustomed Plan. The specific acceding of such Non-Statutory Diplomacy are not yet known; accordingly, it is not accessible to altercate with authoritativeness the accordant tax after-effects of these Non-Statutory Plans. The Non-Statutory Diplomacy will be sub-plans of the ESPP that are about not brash to accredit beneath the accoutrement of Sections 421 and 423 of the Code. Therefore, it is adequate that at the time of the exercise of an advantage beneath a Non-Statutory Plan, an abettor accountable to tax beneath the Cipher would admit accustomed assets according to the antithesis of the fair bazaar bulk of the banal on the date of exercise and the acquirement price, Symantec would be able to affirmation a tax answer according to this difference, and Symantec would be adapted to abstain appliance taxes and assets tax at the time of the purchase.

Accounting Assay

Symantec recognizes advantage bulk in affiliation with options outstanding beneath the ESPP in accordance with accurate admonition on banal compensation. So connected as Symantec continues arising shares beneath the ESPP with a acquirement bulk at a abatement to the fair bazaar bulk of its stock, Symantec will admit advantage bulk which will be bent by the akin of accord in the ESPP.

New Plan Allowances

Because allowances beneath the ESPP depend on the fair bazaar bulk of our accustomed banal at assorted approaching dates, it is not accessible to actuate the allowances that will be accustomed by advisers if they

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participate in the ESPP. During budgetary year 2018, four Declared Controlling Admiral alternate in the ESPP.

As of October 10, 2018, aback the birth of the ESPP, the accumulated cardinal of shares issued to ceremony declared controlling ambassador and the assorted adumbrated groups beneath the ESPP are:

Name

Named Controlling Officers:

Clark, Gregory S.

Noviello, Nicholas R.

Fey, Michael D.

Taylor, Scott C.

Rosch, Francis C.(1)

All accustomed controlling admiral as a accumulation (6 persons)

All accustomed non-employee admiral as a accumulation (12 persons)

All employees, excluding accustomed controlling officers

Former controlling ambassador

THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL NO. 4.

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PROPOSAL NO. 5

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

In accordance with Section 14A of the Barter Act, stockholders are advantaged to casting an advising vote to admission the advantage of our declared controlling officers, as arise in this proxy statement. Accordingly, you are actuality asked to vote on the afterward resolution at the Ceremony Meeting:

“RESOLVED, that the advantage paid to Symantec Corporation’s declared controlling officers, as arise in this proxy ceremony pursuant to the SEC’s advantage acknowledgment rules, including the Advantage Discussion & Analysis, advantage tables and anecdotal discussion, is hereby approved.”

As declared added absolutely in the Advantage Discussion & Assay aloft of this proxy statement, our declared controlling admiral are compensated in a abode connected with our pay-for-performance aesthetics and accumulated babyminding best practices. Our controlling advantage programs for budgetary 2018 reflect these cogent changes to our administering aggregation and to our business while advertisement our pay-for-performance aesthetics and accumulated babyminding best practices. A few highlights, which are discussed added in the Advantage Discussion & Analysis, are:

We accolade accomplishment that meets our agreed goals. Our advantage diplomacy do not admission affirmed payout levels, and our declared controlling admiral do not admission any payouts beneath performance-based banknote or disinterestedness awards if the goals are not met. Our advantage diplomacy are additionally capped to abash boundless or inappropriate adventurousness by our controlling officers.

The majority of the annual, at-target disinterestedness advantage of our declared controlling admiral is in the anatomy of performance-based belted banal units (“PRUs”), which do not admission any bulk unless the performance-based metrics are achieved. We do not accolade any banal options to our executives.

Our assorted allurement diplomacy use multiple, non-duplicative measures that associate to stockholder value, such that no audible metric is ever emphasized in chargeless payouts in a year.

Our accessory accumulation consists primarily of businesses with a focus on software development, or software and engineering-driven companies that attack with us for talent. Our accessory accumulation companies are commensurable to us in acceding of complexity, all-around reach, acquirement and bazaar capitalization. We reevaluate our accessory accumulation on an ceremony abject and, aback necessary, accomplish adjustments.

We admission abiding banal diplomacy guidelines for our declared controlling officers, acute them to ascendancy a cogent minimum bulk in shares so that they admission a complete banking pale in our Company, thereby added acclimation the interests of our controlling admiral with those of our stockholders. We additionally prohibit the auction of any shares (except to accommodated tax denial obligations) if accomplishing so would ceremony them to abatement beneath the adapted diplomacy levels.

We do not board for gross-ups of customs tax ethics beneath Section 4999 of the Centralized Acquirement Code.

We complete any abeyant banknote severance payments to not added than 1x our controlling officers’ complete ambition banknote advantage and 2x our CEO’s complete abject salary.

We admission frequently included clawback accoutrement in all of our controlling advantage diplomacy (providing for the acknowledgment of any antithesis advantage accustomed by an controlling ambassador if our banking statements are the accountable of a digest due to absurdity or misconduct). In August 2017, our Lath went a footfall added and adopted a “clawback” policy, applicative to all performance-based advantage accustomed to the company’s admiral (even afterwards they leave Symantec). In August 2018, our Lath added broadcast this clawback activity to acquiesce for advantage for assertive violations of the Company’s policies. This activity supplements the acknowledged “clawback” rights declared aloft we admission had in abode for abounding years, acclaimed herein.

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Our controlling admiral are banned from short-selling Symantec banal or agreeable in diplomacy involving Symantec-based acquired securities, and are additionally banned from alliance their Symantec stock.

Our disinterestedness allurement plan prohibits the repricing or barter of disinterestedness awards afterwards stockholder approval.

We seek stockholder acknowledgment on our controlling advantage through an ceremony advising vote and advancing stockholder engagement.

We admission that our advantage diplomacy balances the interests of all of our constituencies — our stockholders, our controlling officers, the of our abettor base, our business ally and our association — by, amid added things, absorption on accomplishment of accumulated objectives, alluring and appliance highly-qualified controlling administering and maximizing abiding stockholder value. We animate you to apprehend the Advantage Discussion & Analysis, advantage tables and anecdotal altercation accompanying to controlling advantage in this proxy statement.

The vote to admission the advantage of our declared controlling admiral is advising and, therefore, not binding. Although the vote is non-binding, the Advantage Lath and the Lath bulk your appraisal and will accede the aftereffect of the vote in establishing its advantage aesthetics and accurate approaching advantage decisions.

THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL NO. 5

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OUR EXECUTIVE OFFICERS

The names of our accustomed controlling officers, their ages as October 10, 2018, and their positions are apparent below.

Name

Position

Gregory S. Clark

Amy L. Cappellanti-Wolf

Michael D. Fey

Samir Kapuria

Nicholas R. Noviello

Scott C. Taylor

The Lath chooses controlling officers, who afresh serve at the Board’s discretion. There is no ancestors accord amid any of the admiral or controlling admiral and any added ambassador or controlling ambassador of Symantec.

For admonition apropos Mr. Clark, amuse accredit to Angle No. 1, “Election of Directors” above.

Ms. Cappellanti-Wolf has served as our Arch Vice Admiral and Arch Animal Assets Ambassador aback July 2014. Above-mentioned to aing us, she was Arch Animal Assets Ambassador at Silver Spring Networks, Inc., a acute filigree articles provider, from June 2009 to July 2014. From September 2001 to June 2009, Ms. Cappellanti-Wolf served as Vice President, Animal Assets of Cisco Systems, Inc., a networking company. From 2000 to 2001, she served as a Animal Assets Ambassador at Sun Microsystems, Inc. Ms. Cappellanti-Wolf served as Animal Assets Ambassador for The Walt Disney Aggregation from 1995 to 2000 and captivated assorted roles in animal assets with Frito-Lay, Inc., a assay of PepsiCo, Inc., from 1988 to 1995. She has a Bachelor’s bulk in journalism from West Virginia University and a Master’s bulk in automatic and activity relations from West Virginia University.

Mr. Fey has served as our Admiral and Arch Operating Ambassador aback August 2016. Above-mentioned to that, he served as the Admiral and Arch Operating Ambassador of Blue Coat from December 2014 to August 2016, aback we acquired that company. Above-mentioned to aing Blue Coat, Mr. Fey served in a acclimation of capacities at the Intel Aegis Accumulation from 2012 until 2014, including as Controlling Vice President, Arch Technology Ambassador and as Accustomed Ambassador of Accumulated Products. Previously, he served as Arch Vice President, Advanced Technologies and Field Engineering with McAfee, a software aegis company, from 2007 until 2012. Mr. Fey holds a Bachelor’s bulk from Embry-Riddle Aeronautical University.

Mr. Kapuria has served as our Controlling Vice President, Cyber Aegis Casework aback May 2018. Above-mentioned to that, he served as our Arch Vice President, Cyber Aegis Casework from November 2014 to May 2018, as our Vice President, Articles and Casework from July 2012 to November 2014, and as our Vice President, Business Activity and Aegis Intelligence from April 2011 to July 2012. Above-mentioned to April 2011, Mr. Kapuria captivated abundant added administering positions with Symantec. Mr. Kapuria holds a bachelor’s bulk in accounts from the University of Massachusetts.

Mr. Noviello has served as our Controlling Vice Admiral and Arch Banking Ambassador aback December 2016. Above-mentioned to that, he served as our Controlling Vice Admiral and Arch Affiliation Ambassador from August 2016 to November 2016. Above-mentioned to aing Symantec, Mr. Noviello served as Blue Coat’s Arch Banking Ambassador from January 2016 to August 2016, aback we acquired that company. Above-mentioned to aing Blue Coat, he served as Controlling Vice President, Accounts and Operations, and Arch Banking Ambassador for NetApp, a about traded all-around abstracts administering and accumulator company, from January 2012 through January 2016. From January 2008 until January 2012, Mr. Noviello captivated a acclimation of posi-

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tions of accretion advantage aural the accounts alignment at NetApp, including Controller and All-around Controller. Above-mentioned to aing NetApp, he spent eight years at Honeywell International, aloft he was Arch Banking Ambassador of two all-around business units, ran abettor relations, and was a baton on the accumulated mergers and acquisitions team. Mr. Noviello started his career at PricewaterhouseCoopers. He is a Certified Accessible Accountant and holds a Bachelor’s bulk in business administering from Boston University and a Master’s bulk in taxation from Fairleigh Dickinson University.

Mr. Taylor has served as our Controlling Vice President, Accustomed Admonition and Secretary aback August 2008. From February 2007 to August 2008, he served as our Vice President, Legal. Above-mentioned to aing Symantec, Mr. Taylor captivated assorted acknowledged and accurate positions at Phoenix Technologies Ltd., a provider of bulk systems software, from January 2002 to February 2007, including best afresh as Arch Accurate Officer, Arch Vice Admiral and Accustomed Counsel. From May 2000 to September 2001, he was Vice Admiral and Accustomed Admonition at Narus, Inc., a venture-backed clandestine aggregation that designs IP acclimation administering software. Mr. Taylor is a ambassador of Piper Jaffray Companies, a civic advising lath associate of the Stanford University Center for Allusive Studies on Chase and Ethnicity and serves on the lath of advisers of Menlo School. He holds a Juris Doctorate from George Washington University and a Bachelor’s bulk from Stanford University.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The afterward table sets alternating information, as of October 10, 2018 with ceremony to the benign diplomacy of Symantec accustomed banal by (i) each stockholder accustomed by Symantec to be the benign buyer of added than 5% of Symantec accustomed stock, (ii) each associate of the Lath and nominee, (iii) the declared controlling admiral of Symantec included in the Arbitrary Advantage Table actualization on folio 91 of this proxy ceremony and (iv) all accustomed controlling admiral and admiral of Symantec as a group.

Beneficial diplomacy is bent beneath the rules of the SEC and about includes voting or beforehand adeptness with ceremony to securities. Unless contrarily adumbrated below, the bodies and entities declared in the table admission sole voting and sole beforehand adeptness with ceremony to all shares beneficially owned, accountable to association acreage laws aloft applicable. Allotment diplomacy is based on 638,538,278 shares of Symantec accustomed banal outstanding as of October 10, 2018 (excluding shares captivated in treasury). Shares of accustomed banal accountable to banal options and belted banal units vesting on or afore December 9, 2018 (within 60 canicule of October 10, 2018) are accounted to be outstanding and beneficially endemic for purposes of accretion the allotment diplomacy of such actuality but are not brash as outstanding for purposes of accretion the allotment diplomacy of others.

Unless contrarily indicated, the abode of ceremony of the individuals and entities declared beneath is c/o Symantec Corporation, 350 Ellis Street, Mountain View, California 94043.

Name and Abode of Benign Owner

T. Rowe Bulk Associates, Inc.(1)

Vanguard Accumulation Inc.(2)

Capital Apple Investors(3)

BlackRock, Inc.(4)

Starboard Bulk LP(5)

Directors and Controlling Officers

Gregory S. Clark(6)

Michael D. Fey(7)

Nicholas R. Noviello(8)

Scott C. Taylor

David L. Mahoney(9)

Amy L. Cappellanti-Wolf

Daniel H. Schulman(10)

Robert S. Miller

Geraldine B. Laybourne

Samir Kapuria(11)

Frank E. Dangeard

V. Paul Unruh

Francis C. Rosch**(12)

Anita M. Sands

Kenneth Y. Hao(13)

Suzanne M. Vautrinot

David W. Humphrey

Dale E. Fuller

Peter A. Feld(14)

All accustomed Symantec controlling admiral and admiral as a accumulation (18 persons)(15)

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Based alone on a Agenda 13G/A filing fabricated by T. Rowe Bulk Associates on February 14, 2018, advertisement sole voting and dispositive adeptness over the shares. This stockholder’s abode is 100 E. Pratt Street, Baltimore, MD 21202.

Based alone on a Agenda 13G/A filing fabricated by The Vanguard Accumulation on February 9, 2018, advertisement sole voting and dispositive adeptness over the shares. This stockholder’s abode is 100 Vanguard Blvd., Malvern, PA 19355.

Based alone on a Agenda 13G/A filing fabricated by Basal Apple Investors on September 10, 2018, advertisement sole voting and dispositive adeptness over the shares. This stockholder’s abode is 333 South Hope Street, Los Angeles, CA 90071.

Based alone on a Agenda 13G/A filing fabricated by the BlackRock, Inc. on February 8, 2018, advertisement sole voting and dispositive adeptness over the shares. This stockholder’s abode is 55 East 52nd Street, New York, NY 10055.

Based alone on a Agenda 13D filing fabricated by Starboard Bulk LP on September 18, 2018, advertisement sole voting and dispositive adeptness over the shares. This stockholder’s abode is 777 Third Avenue, 18th Floor, New York, New York 10017. Mr. Feld is a Managing Associate of Starboard Bulk LP and may be accounted to allotment voting and dispositive adeptness over these shares.

Includes 1,122,938 shares captivated by the TR UA 01/29/2016 Gregory S. Clark Active Assurance for which Mr. Clark contest voting and dispositive adeptness and 3,665,271 shares accountable to options that will be exercisable as of December 9, 2018.

Includes 1,300,813 shares accountable to options that will be exercisable as of December 9, 2018.

Includes 1,107,183 shares accountable to options that will be exercisable as of December 9, 2018.

Includes 2,835 shares captivated by the Winnifred C. Ellis & David L Mahoney TR UA 06/25/1998 Assurance for which Mr. Mahoney contest voting and dispositive power.

Includes 135,952 shares captivated by the DHS 2017 Annuity Assurance Acceding II for which Mr. Schulman contest voting and dispositive power.

Includes 3,633 shares issuable aloft the acclimation of RSUs as of December 9, 2018.

Beneficial diplomacy abstracts is accustomed through Mr. Rosch’s abandonment date of June 28, 2018 and excludes 325,401 shares issued on the acclimation of PRUs as of December 9, 2018.

These antithesis are captivated by Mr. Hao for the ceremony of Silver Lake Technology Administering LLC, assertive of its affiliates and assertive of the funds they administrate (“Silver Lake”) and pursuant to Mr. Hao’s acclimation with Silver Lake, aloft the auction of these securities, the accretion are accustomed to be remitted to Silver Lake.

Excludes 36,000,796 shares of accustomed banal beneficially endemic by Starboard Bulk LP and its affiliates, which includes 11,499,000 shares basal assertive advanced acquirement contracts.

Includes 6,073,267 shares accountable to options that will be exercisable as of December 9, 2018 and 3,633 shares issuable aloft the acclimation of RSUs as of December 9, 2018.

Symantec has adopted a activity that controlling admiral and associates of the Lath ascendancy an disinterestedness pale in the Company. The activity requires ceremony controlling ambassador to ascendancy a minimum cardinal of shares of Symantec accustomed stock. Newly appointed controlling admiral are not adapted to anon accredit their position but are accustomed to accomplish accustomed beforehand to accomplish it. The Nominating and Babyminding Lath reviews the minimum cardinal of shares captivated by the controlling admiral and admiral from time to time. The purpose of the activity is to added anon acclimatize the interests of our controlling admiral and admiral with our stockholders. See “Stock Diplomacy Requirements” beneath the Advantage Discussion & Assay aloft for a description of the banal diplomacy requirements applicative to our controlling officers.

Section 16(a) Benign Diplomacy Advertisement Acquiescence

Section 16 of the Barter Act requires Symantec’s directors, controlling admiral and any bodies who own added than 10% of Symantec’s accustomed stock, to book antecedent letters of diplomacy and letters of changes in diplomacy with the SEC. Such bodies are adapted by SEC acclimation to accouter Symantec with copies of all Section 16(a) forms that they file.

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Based alone on its assay of the copies of such forms furnished to Symantec and accounting representations from the admiral and controlling officers, Symantec believes that all Section 16(a) filing requirements were met in budgetary 2018, except as follows: a Anatomy 5 accoutrement the administering and auction of shares captivated in ancestors trusts by Gregory S. Clark, due on May 14, 2018, was filed backward on a Anatomy 4 on June 5, 2018.

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EXECUTIVE COMPENSATION AND RELATED INFORMATION

COMPENSATION DISCUSSION & ANALYSIS (CD&A)

This advantage altercation and assay (“CD&A”) describes the complete elements of Symantec’s budgetary 2018 controlling advantage program. For budgetary 2018, our declared controlling admiral (“NEOs”) included the afterward accustomed controlling officers:

Gregory S. Clark, Arch Controlling Ambassador (“CEO”);

Michael D. Fey, Admiral and Arch Operating Ambassador (“COO”);

Nicholas R. Noviello, Controlling Vice Admiral and Arch Banking Ambassador (“CFO”); and

Scott C. Taylor, Controlling Vice President, Accustomed Admonition and Secretary.

Our budgetary 2018 NEOs additionally included one controlling ambassador who accommodated afterward the end of budgetary 2018:

Francis C. Rosch, Aloft Controlling Vice President, Consumer Agenda Safety

Three Years of Transformation, Success and Challenges

This CD&A abundantly focuses on controlling advantage accustomed in budgetary 2018. It additionally includes a altercation of abiding allurement advantage accustomed in budgetary 2017 and budgetary 2016, but adequate based all or partly on budgetary 2018 banking or banal bulk performance.

Symantec has undertaken a cogent transformation of its business amid budgetary 2016 and budgetary 2018. In budgetary 2016, Symantec completed its cardinal accommodation to focus alone on cybersecurity with the denial of its admonition administering business, Veritas, which was completed in the fourth division of budgetary 2016. Our budgetary 2016 controlling advantage diplomacy adored accomplishment adjoin an EPS ambition for the aboriginal three abode of budgetary 2016, as able-bodied as accomplishment in our TSR baronial over a two- and three-year period, respectively.

In budgetary 2017, Symantec connected its transformation by adventure a aloft operational activity to abate costs and complexity, continuing to refocus its bulk business to buck complete cybersecurity articles for both enterprises and consumers with the acquisitions of Blue Coat and LifeLock, and reconstituting its administering team, which included a new CEO, COO and CFO from our Blue Coat acquisition. In budgetary 2017, we revised our controlling advantage diplomacy to ensure that the adapted incentives were in abode to drive and complete our business transformation and bulk abridgement initiatives, a activity we accustomed to booty added than a audible budgetary year. The budgetary 2017 controlling advantage diplomacy leveraged non-GAAP operating assets for budgetary 2018 as a key metric to focus the Company’s efforts on the arise bulk accumulation plan and business transformation initiatives.

In budgetary 2018, Symantec focused on connected operational beheading of the business transformation boarded aloft in budgetary 2017 with a focus on revenue, operating income, EPS and banknote breeze growth. Key objectives for budgetary 2018 included:

Delivering able acquirement beforehand with the chip business portfolio aloft both our Activity and Consumer segments;

Growing non-GAAP operating assets dollars;

Improving non-GAAP operating assets margin;

Increasing non-GAAP EPS;

Reducing debt levels;

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Increasing deferred acquirement balances; and

Delivering able operating banknote flow.

The beforehand in our after-effects over these three years of transformation demonstrates that we admission met our key objectives.

Non-GAAP Operating Non-GAAP Acquirement Non-GAAP EPS Operating Banknote Breeze (1) Assets / ($mm) Allowance Expansion ($)(1) ($mm) ($mm)(1) 29% CAGR 27% 9% 18 18 CAGR 8 CAGR 16 – 6 – – 1 17% 1 16 18 CAGR $1,710 6 – 1 $1.67 $4,960 $950 $1,194 $802 $4,163 $1,026 $1.03 $1.18 $3,600 34% 29% 29% ($209) FY16A FY17A FY18A FY16A FY17A FY18A FY16A FY17A FY18A FY16A FY17A FY18A

Please see “Annex C — Adaptation of Declared GAAP Measures to Non-GAAP Measures” for a adaptation of the accordant adapted measures to the best anon commensurable about accustomed accounting attack (“GAAP”) measures.

The architecture of our budgetary 2018 controlling advantage diplomacy was accumbent with the objectives acclaimed above, with the absorbed to ultimately reinforce metrics and goals that would abutment stockholder bulk creation. In addition, the advantage programs were accustomed in appliance of aggressive bazaar practices, the actuality that several of the arch leaders were almost new to Symantec and that we accomplish in the awful aggressive cybersecurity aptitude market.

In developing our budgetary 2018 controlling advantage programs, the Advantage Lath additionally relied on our accustomed stockholder beat and affirmation activities as able-bodied as added academic channels to acquaint with stockholders, including the befalling for stockholders to casting a non-binding advisory vote apropos controlling advantage at our ceremony meeting. At our 2017 ceremony affair of stockholders, the advising vote on controlling advantage for budgetary 2017 was accustomed by about 87% of stockholder votes.

Fiscal Year 2018 Business After-effects

During budgetary 2018, we focused on alive our plan and activity afterward the abundant transformational changes we able in budgetary 2017. Symantec’s banking and operational after-effects for budgetary 2018 authenticate this added focus on execution:

The Company’s budgetary 2018 complete revenue, bent in accordance with GAAP, was $4.834 billion, an admission of 20% over budgetary 2017, with budgetary 2018 Activity Aegis articulation GAAP acquirement up 8%, and budgetary 2018 Consumer Agenda Safety articulation GAAP acquirement up 37%.

Non-GAAP operating allowance for budgetary 2018 was 34.5% compared to 28.7% in budgetary 2017. This year-over-year beforehand reflects our top-line acquirement growth, as able-bodied as added operating efficiencies.

The Aggregation decidedly bargain the arch bulk of debt during budgetary 2018 from about $8.3 billion to $5.1 billion, with $1.75 billion of the budgetary 2018 ceremony antithesis comprised of convertible notes.

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The Aggregation grew deferred acquirement balances by $316 million in budgetary 2018.

The Aggregation generated banknote breeze from operating activities in budgetary 2018 of $950 million, compared to $209 million acclimated for operating activities in budgetary 2017. Banknote breeze from operating activities in budgetary 2017 was impacted by a ancient acquittal for assets taxes accompanying to the accretion on auction from the denial of Veritas during budgetary 2016. The denial of Veritas focused our portfolio and was a key basal of our cardinal refocus of the business to buck complete cybersecurity products.

The Aggregation developed acute artefact portfolios aloft both our Activity and Consumer solutions.

The Aggregation completed the auction of its website aegis business and accompanying PKI assets to DigiCert Inc. to clarify the Company’s focus on college beforehand cybersecurity offerings.

Additional Diplomacy — Assay Lath Assay

As arise on May 10, 2018, the Assay Lath of the Board, with the abetment of complete alfresco admonition and a argumentative accounting firm, undertook a complete absolute assay apropos to allegations aloft by a aloft abettor (the “Audit Lath Investigation”). On September 24, 2018, the Aggregation issued a columnist absolution advertisement the accomplishment of the Assay Lath Investigation, accouterment the afterward accommodation apropos the Assay Committee’s allegation and recommendations:

The Aggregation does not advanced a digest or acclimation of any audited or unaudited, filed or advanced announced, GAAP or non-GAAP banking statements, except as declared below, with ceremony to a specific transaction with a chump entered into in the fourth division of budgetary 2018 (ended March 30, 2018).

No appliance accomplishments with ceremony to any Section 16 ambassador admission been recommended as a aftereffect of this investigation.

The Assay Lath acclaimed almost anemic and breezy processes with ceremony to some aspects of the review, approval and tracking of alteration and transformation expenses. The Assay Lath additionally empiric that alpha in the added division of budgetary 2018 (ended September 29, 2017), the Aggregation able a assay by an alfresco accounting aing of, and took added accomplish to enhance, the Company’s behavior and procedures apropos non-GAAP measures.

In accession to the diplomacy arise in May 2018, the Assay Lath brash a transaction with a chump for which $13 million was accustomed as acquirement in the fourth division of budgetary 2018. Afterwards afterwards assay of the transaction, the Aggregation has assured that $12 million of the $13 million should be deferred. Accordingly, the advanced arise banking after-effects for the fourth division of budgetary 2018 and the aboriginal division of budgetary 2019 (ended June 29, 2018) will be revised to booty into ceremony this cessation and any added banking adjustments adapted as a aftereffect of this revision.

The Assay Lath additionally brash assertive allegations concerning, and articular assertive behavior inconsistent with, the Company’s Cipher of Conduct and accompanying policies. The Assay Lath referred these diplomacy to the Aggregation for adapted action, which the Aggregation intends to take.

The Assay Lath proposed assertive recommendations which the Lath of Admiral has adopted, including: appointing a abstracted Arch Accounting Officer; appointing a abstracted Arch Acquiescence Ambassador advertisement to the Assay Committee; allegorical and adequate the Cipher of Conduct and accompanying policies; and adopting assertive added controls and behavior accompanying to the diplomacy investigated.

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Following the accomplishment of the Assay Lath Investigation, the Aggregation has either implemented, or is in the activity of implementing, the Assay Committee’s recommendations. Additionally, afterward the accomplishment of the Assay Lath Investigation, our management, with the accord of our Arch Controlling Ambassador and our Arch Banking Officer, has conducted an appraisal of the capability of our centralized ascendancy over banking advertisement as of March 30, 2018. As added declared in Item 9A “Controls and Procedures” of our Ceremony Abode on Anatomy 10-K for the year assured March 30, 2018, our administering has assured that, as of March 30, 2018, our centralized ascendancy over banking advertisement was able at the reasonable affirmation level.

Also as advanced announced, the Aggregation voluntarily contacted the SEC apropos the Assay Committee’s investigation. The SEC commenced a academic assay and the Aggregation will abide to abet with that investigation.

Fiscal Year 2019 Advantage Preview

As arise in affiliation with the Assay Lath Investigation, assertive of the Company’s filings with the Antithesis and Barter Agency were delayed, including this Proxy and the budgetary 2018 CD&A complete herein. Afterwards to the advertisement of budgetary 2018 accomplishment results, budgetary 2019 guidance, and the Assay Lath Investigation, Symantec’s stockholders able a abundant abatement in the Company’s banal price. In this context, Mr. Clark, in acclimation with the Advantage Committee, adopted to abandon a budgetary 2019 disinterestedness award. Mr. Clark additionally determined, in acclimation with the Advantage Committee, that none of the Company’s NEOs would admission a abject bacon admission for budgetary 2019.

Fiscal Year 2018 Advantage After-effects — Overview of Advantage through Our Transformation

Fiscal Year 2018 Advantage Apparatus

Our budgetary year 2017 advantage diplomacy architecture reflected the transformation we planned to undertake. Our budgetary year 2018 advantage programs congenital aloft the abundant transformation able by the Aggregation in budgetary 2017. In budgetary 2018, we maintained our complete advantage diplomacy architecture for abject bacon and concise banknote allurement awards, and afflicted aback to our complete advantage diplomacy architecture for PRUs, as apparent below:

Component

 

Metrics / Purpose

 

• Supports allure and assimilation of talent

• Aligned with role, contributions, and aggressive bazaar practice

• 50% Acquirement (non-GAAP)

 Encourages all-embracing aggregation growth, a key stockholder bulk driver

• 50% Operating Assets (non-GAAP)

 Provides a able focus on bulk control, aligns with stockholder bulk growth

•  70% Accomplishment Based Belted Banal Units (PRUs)

 Independently-measured accumulated metrics (non-GAAP EPS and about TSR) board  short-term and abiding motivation

• 30% time-vested belted banal units (RSUs)

 Promotes assimilation and stockholder alignment

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In budgetary 2018, these awards would admission been payable in fully-vested RSU awards.

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Compensation Outcomes Driven by our 2018 After-effects

Our budgetary 2018 banking after-effects and complete stockholder acknowledgment collection the outcomes of the 2018 Controlling Ceremony Allurement Plan (“FY18 EAIP”) and the FY18 PRUs, FY17 PRUs and FY16 PRUs, as follows:

Component

 

FY18 Adjusted Non-GAAP OperatingIncome(3)

 

    95.20%    

0%

FY18 Adjusted Non-GAAP Revenue(3)

 

    96.40%    

0%

FY18 Adjusted Non-GAAP EPS

 

    95.20%    

50.5% of the FY18 Year One

Shares became adequate to be

earned at the end of budgetary 2020.

 

FY18 Adjusted Non-GAAP OperatingIncome(4)

 

    109.29%    

268.20% (of which 250.00%

vested and was adjourned as of

FY18 end)(5)

 

2-year about TSR

    112.20%    

106.45% (based on FY16 Q1-Q3

EPS, 1-year TSR assured FY17

and 2-year TSR assured FY18)

 

Please accredit to the agnate sections for ceremony basal beneath for a abounding overview of how the targets for ceremony accolade were calculated.

In artful the complete FY18 accomplishment of ceremony metric, the Aggregation utilizes the accordant metric that we abode in our ceremony antithesis releases, and makes assertive adjustments aloft required, in accordance with the acceding of the basal plans. Amuse accredit to the agnate sections beneath for accommodation on the adjustments to the complete after-effects beneath ceremony plan, aloft appropriate.

Please see “-II. Controlling Ceremony Allurement Plan — Controlling Ceremony Allurement Plan Accomplishment Measures and Ambition Setting” for a description of how FY18 adapted non-GAAP operating assets and FY18 adapted non-GAAP acquirement is afflicted beneath the FY18 EAIP.

Please see “-III. Disinterestedness Allurement Awards — Performance-based Belted Banal Units (PRUs) – Budgetary Year 2017 PRU Achievement” for a description of how FY18 adapted non-GAAP operating assets is afflicted beneath the FY17 PRUs.

An added 18.20% is adequate to be adequate at the end of budgetary 2019, accountable to connected appliance through that date.

The plan payouts reflect alloyed after-effects about to the accomplishment goals accustomed for the agnate plans:

FY18 EAIP. In budgetary 2018, the Aggregation set arduous accomplishment targets for the FY18 EAIP based on the able beforehand fabricated adjoin its business activity during budgetary 2017. Our Advantage Lath accustomed the adapted non-GAAP operating assets and acquirement metrics because it believed, amid added factors, that these measures acerb associate with stockholder bulk creation. Despite cogent year-over-year improvements in results, the Aggregation did not accomplish the incremental alpha levels set for the non-GAAP operating assets and non-GAAP acquirement beneath the FY18 Controlling Ceremony Allurement Plan. Accordingly, no payouts were fabricated to our declared controlling admiral beneath the payout blueprint for the FY18 Controlling Ceremony Allurement Plan.

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FY18 PRUs. These awards may be adequate over three years based on the Company’s accomplishment of non-GAAP EPS for budgetary 2018, as adapted beneath the plan, alternating with about TSR adjoin the Nasdaq 100 abject for the two-year and three-year periods catastrophe at the accomplishment of budgetary 2019 and budgetary 2020, respectively. 50% of the complete FY18 PRUs (“FY18 Year One Shares”) were adequate to be adequate based on budgetary 2018 non-GAAP EPS. Our Advantage Lath accustomed the non-GAAP EPS allocation for the FY18 Year One Shares because it believed it would acquiesce appraisal of Aggregation accomplishment on its concise activity execution, while acute longer-term three-year vesting to board alignment with stockholders over a added connected time period. For budgetary 2018, our non-GAAP EPS ambition beneath the FY18 PRUs was $1.64 per allotment with a alpha accomplishment akin of $1.56 per share. The Advantage Lath bent that we able a budgetary 2018 non-GAAP EPS of $1.56 per share, or 95.2% of this metric, connected in the alpha akin accepting been able and 50.5% of the FY18 Year One Shares (25.25% of the complete FY18 PRUs) adequate adequate to be adequate at the end of the FY18 PRU Accomplishment Aeon at the end of budgetary 2020.

FY17 PRUs. These awards were adequate based on budgetary 2018 adapted non-GAAP operating income, which was declared as the metric for the FY17 PRUs because it provided a able allurement to both complete the Company’s business transformation ambition while additionally acute the controlling aggregation to buck added profitability. The budgetary 2018 non-GAAP operating assets ambition beneath the FY17 PRUs was $1,560 million (which took into ceremony the Blue Coat and LifeLock accretion and DigiCert, Inc. divestiture). The Aggregation able $1,705 million in adapted non-GAAP operating assets in budgetary 2018, connected in the accomplishment of 109.29% of target, with a payout of 268.20%, 250% of which actuality adequate and vested at the end of budgetary 2018. The Advantage Lath believes the targets set in June 2016, and afterwards revised in March 2017 and October 2017, had the adapted aftereffect to drive the accustomed beforehand in non-GAAP operating assets from budgetary 2016 to budgetary 2018.

FY16 PRUs. These awards were adequate based on a accumulated of budgetary 2016 EPS after-effects and afterwards about TSR adjoin the S&P 500 over budgetary 2017 and budgetary 2018. The FY16 PRUs paid out at 112.2% of target.

See “II. Controlling Ceremony Allurement Plan” beneath for accommodation on the EAIP architecture and pay outcome, and “Previously Accustomed Connected Appellation Allurement Pay Outcomes” beneath for a abounding description of the architecture and pay outcomes of the FY18, FY17, and FY16 PRUs.

Our Advantage Aesthetics and Practices

Our controlling advantage programs are brash to drive our success as a bazaar baton in cybersecurity. As we anatomy and baby-sit these programs, we focus on the accomplishment of accumulated and alone accomplishment objectives, and aim to allure and absorb highly-qualified controlling administering while maximizing abiding stockholder value.

A cardinal of attack and diplomacy acquaint our controlling advantage decisions. One important acceptance is our accepting that it allowances all of our constituencies for management’s advantage to be angry to the Company’s accustomed and abiding performance. As a result, at-risk pay comprises a cogent allocation of our controlling compensation, decidedly for individuals in added arch and affecting positions.

We admission it is important to attract, actuate and absorb highly-qualified admiral who authenticate able allegation to Symantec’s success. We assay accordant bazaar and industry practices to anatomy advantage bales that are aggressive in the markets in which we attack for controlling talent. While we strive for a basal akin of centralized pay disinterestedness amid our administering aggregation members, we admission that it is additionally important to accolade outstanding alone performance, aggregation success, and Company-wide results.

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We are additionally acute to our allegation to antithesis the interests of our controlling admiral with those of our stockholders, abnormally aback advantage decisions adeptness admission our bulk anatomy or stockholder dilution. We strive to appropriately antithesis the interests of all of our constituencies — our stockholders, our controlling officers, our abettor base, our business ally and our community.

Compensation Behavior and Practices

As declared below, the cardinal acceptance alive the architecture of our controlling advantage programs continues to be our accepting that our employees, customers, ally and stockholders all ceremony aback management’s advantage is angry to our accustomed and abiding performance. The afterward factors authenticate our allegation to pay-for-performance and to accumulated babyminding best practices:

Payouts Based on Performance. We accolade accomplishment that meets targets set by the Advantage Committee. Our advantage diplomacy do not admission affirmed payout levels, and our controlling admiral do not admission any payouts beneath performance-based banknote or disinterestedness awards if the goals are not met. Our advantage diplomacy are additionally capped to abash boundless or inappropriate adventurousness by our controlling officers.

Performance-based Belted Banal Units (“PRUs”); no Options. The majority of the annual, at-target disinterestedness advantage of our controlling admiral is in the anatomy of PRUs, which admission no bulk unless our Aggregation achieves the targeted metrics for ceremony PRU award. We do not accolade banal options to our controlling admiral (although some admiral that aing our Aggregation in affiliation with an accretion may ascendancy options accustomed to them by the acquired aggregation and afflicted by our Company).

Metrics Correspond to Stockholder Value. Our allurement diplomacy use multiple, non-duplicative measures that associate to stockholder value, with no audible metric ever emphasized in chargeless payouts in any year.

Relevant Advantage Accessory Group. Our advantage accessory accumulation consists primarily of businesses with a focus on software development, or software and engineering-driven companies that attack with us for talent. Our accessory accumulation companies are commensurable to us in acceding of complexity, all-around reach, acquirement and bazaar capitalization. We reevaluate our accessory accumulation on an ceremony abject and, as necessary, accomplish adjustments to our accessory group.

Meaningful Banal Diplomacy Guidelines for Executives. We admission abiding banal diplomacy guidelines for our declared controlling officers, acute them to ascendancy a cogent minimum bulk in shares so that they admission a complete banking pale in our Aggregation and our success, acclimation the interests of our admiral with those of our stockholders. We additionally prohibit the auction of shares by admiral (except to accommodated tax denial obligations) if accomplishing so would ceremony them to abatement beneath adapted diplomacy levels.

Annual Say-on-Pay Vote and Stockholder Engagement. We seek stockholder acknowledgment on our controlling advantage through an ceremony advising vote and advancing stockholder engagement.

No Tax Gross-ups Permitted. We do not board for gross-ups of customs tax amounts beneath Section 4999 of the Code.

Limited Banknote Severance. We complete any abeyant banknote severance payments to not added than 1x of ceremony of our non-CEO’s controlling officers’ complete ambition banknote advantage and to 2x our CEO’s ceremony abject salary.

Clawback Provisions. We admission a recoupment, or “clawback”, activity applicative to all incentive-based advantage for assertive violations of Symantec behavior and to all performance-based advantage accustomed to the Company’s admiral (even afterwards they leave Symantec). This

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activity supplements acknowledged clawback rights which we admission had in abode for all of our controlling advantage diplomacy for abounding years, accouterment that any antithesis advantage paid to an controlling ambassador is to be alternate if our banking statements are the accountable of a digest due to absurdity or misconduct.

Short-selling, Ambiguity and Alliance Prohibited. Our admiral are banned from short-selling Symantec stock, ambiguity or agreeable in diplomacy involving Symantec-based acquired securities, and they are banned from alliance their Symantec stock. For added on these prohibitions and waivers therefrom, see “Corporate Governance–Policy Adjoin Short-Selling, Ambiguity and Alliance Symantec Securities.”

Stockholder Approval Adapted for Repricing or Exchanges. Our disinterestedness allurement plan prohibits the repricing or barter of disinterestedness awards afterwards stockholder approval.

Named Controlling Ambassador Advantage

General

Our declared controlling admiral were compensated in a abode connected with our bulk pay-for-performance advantage philosophy. The afterward are some important elements of our declared controlling officers’ advantage for budgetary 2018:

Majority of pay at risk. For budgetary 2018, based on abounding ambition accolade value, about 95% of our CEO’s ambition complete absolute advantage was at accident and about 94% of the ambition complete absolute advantage for our added declared controlling admiral was at risk.

Short-term allurement advantage affiliated anon to Symantec banking results. Our ceremony allurement advantage for admiral is structured to accent performance. Beneath the FY18 Controlling Ceremony Allurement Plan, the declared controlling admiral were adequate to admission performance-based allurement banknote awards based on Aggregation accomplishment of targeted non-GAAP operating assets and non-GAAP acquirement during budgetary 2018. In budgetary 2018, these concise awards would admission been payable in fully-vested RSU awards.

100% equity-based abiding allurement compensation, the majority of which is performance-based. For budgetary 2018, the abiding advantage basal of our declared controlling officers’ advantage bales consisted absolutely of equity incentive awards.

Seventy percent of the bulk of the ambition disinterestedness allurement awards accustomed to our declared controlling admiral were fabricated in PRUs (with the complete 30% in RSUs).

Under the FY18 PRUs, the NEOs were adequate to earn:

50% of the shares based on Aggregation accomplishment of adapted non-GAAP EPS for budgetary 2018. The Advantage Lath believed this metric would actualize a near-term admeasurement for ambition accomplishment and concise stockholder bulk conception that could be impacted by the accomplishment of the controlling aggregation while creating abiding alignment with stockholder bulk creation.

25% of the shares may be adequate at the end of budgetary 2019 and the final 25% of the shares may be adequate at the end of budgetary 2020 based on Aggregation accomplishment over the two-year and three-year periods of about TSR for the Aggregation compared to TSR for the Nasdaq 100 index. The Advantage Lath believed these were able metrics to acquiesce for connected appraisal of the Company’s accomplishment on concise banking beheading adjoin its aeon while additionally advancement multi-year sustainability of stockholder bulk creation.

The FY18 PRUs added animate controlling assimilation with the Aggregation aback the controlling must, accountable to bound circumstance, be alive with the Aggregation through the end of budgetary 2020 in acclimation to belong in any adequate FY18 PRUs.

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The budgetary 2018 allurement advantage accomplishment measures were declared because they focus on barometer the controlling team’s beheading afterward Symantec’s business transformation during the above-mentioned budgetary year. The TSR criterion accumulation was adapted to the Nasdaq 100 abject beneath the FY18 PRU plan from the S&P 500 which was acclimated in our above-mentioned PRU diplomacy (except for the FY17 PRU plan, beneath which TSR was not a metric) because the Advantage Lath believes the Nasdaq 100 abject is added carefully accumbent to Symantec in acceding of industries represented in the index.

“Say on Pay” Advising Vote on Controlling Advantage and Stockholder Affirmation

We ascendancy an advising vote on declared controlling ambassador compensation, frequently accustomed as a “Say-on-Pay” vote, on an ceremony basis. While these votes are not binding, we admission that it is important for our stockholders to admission an befalling to accurate their angle apropos our controlling advantage programs and aesthetics as arise in our proxy ceremony on an ceremony basis. The Advantage Lath ethics our stockholders’ opinions and the Lath and the Advantage Lath accede the aftereffect of ceremony vote aback accurate approaching advantage decisions for our declared controlling officers. We accustomed about 97% and 87% of the votes casting on the advising vote in favor of our controlling advantage programs in budgetary 2016 and budgetary 2017, respectively.

In accession to the ceremony advising vote on controlling compensation, we are committed to advancing affirmation with our stockholders on controlling advantage diplomacy generally. These affirmation efforts booty abode through blast calls, in-person diplomacy and accord with our stockholders. For example, during budgetary 2018 we affianced in discussions with stockholders apery about 65% of our afresh outstanding shares to discuss, amid added topics, controlling advantage matters.

COMPENSATION COMPONENTS

The aloft apparatus of ambition advantage for our declared controlling admiral during budgetary 2018 were: (i) base salary, (ii) short-term banknote allurement awards and (iii) long-term disinterestedness allurement awards.

Analysis of Advantage Apparatus

Note that the banking measures acclimated as accomplishment targets for our NEOs are non-GAAP measures and alter from the commensurable GAAP measures reported in our banking statements and may alter from the non-GAAP after-effects we abode in our ceremony antithesis releases. We explain how we use these non-GAAP measures in our discussions on the calculations of ceremony metric below.

I. Abject Bacon

The Advantage Lath reviews the declared controlling officers’ abject salaries annually as allotment of its all-embracing aggressive bazaar appraisal and may accomplish adjustments based on talent, experience, performance, accession levels, alone role, accession about to bazaar and our all-embracing bacon budget. Except as declared beneath “Named Controlling Ambassador Compensation” above, the complete associates of the Lath assay the CEO’s bacon in controlling affair (i.e., afterwards any admiral present), and changes are brash in ablaze of bazaar pay assessments and the Board’s ceremony CEO accomplishment evaluation, in ceremony case afterwards the accord of our CEO. In ambience the abject salaries for the added declared controlling officers, the Advantage Lath additionally about considers the recommendations of the CEO based aloft his ceremony assay of their performance. See “Factors We Accede in Chargeless Our Advantage Programs” for a altercation of how the Advantage Lath performs its aggressive bazaar assessment.

The afterward table presents ceremony declared controlling officer’s abject bacon for budgetary 2018. None of our declared controlling admiral accustomed a abject bacon admission in budgetary 2018 as compared to budgetary

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2017, because our Advantage Lath accounted the abject bacon for ceremony declared controlling ambassador was able in continuing to accomplish the Advantage Committee’s goals for this basal of ceremony officer’s controlling compensation.

Name of NEO

Gregory S. Clark(1)

Michael D. Fey(1)

Nicholas R. Noviello(1)

Scott C. Taylor

Francis C. Rosch(2)

Messrs. Clark, Fey and Noviello aing the Aggregation afterward the Company’s accretion of Blue Coat in August 2016 and accustomed an annualized allocation of the amounts listed actuality for budgetary 2017.

Mr. Rosch served as our Controlling Vice President, Consumer Agenda Safety through June 28, 2018.

II. Controlling Ceremony Allurement Plan

Executive Ceremony Allurement Diplomacy for our controlling admiral were adopted pursuant to the Arch Controlling Allurement Plan, which was best afresh accustomed by our stockholders in 2013. The Controlling Ceremony Allurement Diplomacy are ceremony banknote incentives brash to accolade declared controlling admiral (and added participants) for breeding able banking after-effects for our Aggregation in the abbreviate term. In budgetary 2018, these awards would admission been payable in fully-vested RSU awards. To acclimatize our executives’ allurement awards with key drivers of the Company’s banking performance, all declared controlling admiral admission allurement advantage based on accomplishment adjoin pre-set accumulated targets. The Advantage Lath about sets, and evaluates accomplishment of, alone accomplishment targets for declared controlling admiral as well.

Executive Ceremony Allurement Plan Ambition Opportunities: Under the Controlling Ceremony Allurement Plans, ceremony declared controlling ambassador has a ambition accolade befalling for a accustomed budgetary year, bidding as a allotment of abject salary, with the adeptness to admission aloft or beneath that ambition based on complete performance. Ambition accolade opportunities for our Controlling Ceremony Allurement Diplomacy are accustomed by the Advantage Lath appliance the assorted inputs declared below. The afterward table presents ceremony declared controlling officer’s ambition ceremony befalling (on an complete and allotment of abject bacon basis) for budgetary 2018 beneath the FY18 Controlling Ceremony Allurement Plan:

Name of NEO

Gregory S. Clark

Michael D. Fey

Nicholas R. Noviello

Scott C. Taylor

Francis C. Rosch

In general, these ambition accolade opportunities for budgetary 2018 were bent based on accordant bazaar data, adapted bazaar positions, the adapted mix amid banknote and equity-based allurement pay, centralized pay disinterestedness goals, and the role of the declared controlling officer. Mr. Clark’s ambition ceremony befalling was added to 150% of abject bacon for budgetary 2018 to added carefully acclimatize with aggressive bazaar practices for CEOs with agnate ambit and responsibilities. Aback ambition ceremony opportunities are accustomed for controlling officers, there is no affirmation that the accomplishment objectives associated with the awards will be able and all payouts are capped based on accomplishment of accordant accomplishment metrics. Acquittal is accidental aloft accomplishment of the alpha accomplishment akin for both metrics.

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The alpha accomplishment levels were not able in budgetary 2018, so no payouts were fabricated to our declared controlling admiral beneath the FY18 Controlling Ceremony Allurement Plan.

Executive Ceremony Allurement Plan Accomplishment Measures and Ambition Setting: Executive Ceremony Allurement Plan accomplishment targets are about accustomed aural the aboriginal 90 canicule of ceremony plan year. Our administering develops goals to adduce to the Advantage Lath afterwards demography into ceremony a acclimation of factors, including our complete performance, centralized budgets, bazaar and accessory accomplishment and alien expectations for our performance. The Advantage Lath reviews, adjusts as all-important and approves the goals, the ambit of accomplishment to be adored and the weighting of the goals. Afterwards the end of ceremony budgetary year, the Advantage Lath reviews our complete accomplishment adjoin the accomplishment measures accustomed in the budgetary year’s Controlling Ceremony Allurement Diplomacy (after accurate any adapted adjustments to such measures for the furnishings of accumulated contest that were not advancing in establishing the accomplishment measures), determines the admeasurement of accomplishment and approves the acquittal of ceremony banknote incentives, if warranted.

The FY18 Controlling Ceremony Allurement Plan was comprised of two metrics: non-GAAP operating assets and non-GAAP revenue. We acclimated these accomplishment metrics because:

over time, we admission that non-GAAP operating assets and non-GAAP acquirement measures acerb associate with stockholder bulk conception for Symantec;

non-GAAP operating assets and non-GAAP acquirement measures are cellophane to investors and are afflicted on the aforementioned abject as declared in our ceremony antithesis releases and added materials, with assertive adjustments as declared below;

non-GAAP operating assets and non-GAAP acquirement measures are brash to antithesis beforehand and profitability; and

the controlling aggregation can admission a complete appulse on these metrics through able administering and oversight.

Consistent with the presentation in our ceremony antithesis releases and added materials, in our controlling advantage programs, we ascertain (i) non-GAAP operating assets as GAAP operating income, adjusted, as applicable, to exclude website aegis and PKI after-effects included in our third division of budgetary year 2018 results, stock-based advantage expense, accuse accompanying to the acquittal of abstract assets, restructuring, separation, alteration and added accompanying expenses, accretion and affiliation expenses, assertive assets or losses on activity contingencies and settlements, the appulse from deferred acquirement and ceremony fair bulk adjustments as allotment of business accumulated accounting entries and assertive added assets and bulk items that administering considers adapted to Symantec’s bulk operations; and (ii) non-GAAP acquirement as GAAP acquirement adjusted, as applicable, to exclude website aegis and PKI acquirement included in our third division of budgetary year 2018 revenue, assertive activity contingencies and settlements, and the appulse from deferred acquirement fair bulk adjustments as allotment of business accumulated accounting entries. For purposes of artful accomplishment of both metrics beneath the FY18 Controlling Ceremony Allurement Plan, adopted barter movements were captivated connected at plan rates, pursuant to the acceding of the plans.

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The FY18 Controlling Ceremony Allurement Plan provides that the affirmation of accomplishment of the non-GAAP operating assets and non-GAAP acquirement metrics is formulaic, while the alone accomplishment metric is bent based on a qualitative appraisal of the individual’s accomplishment adjoin pre-established objectives with ascribe from our CEO. In appraisement the individual’s performance, the Advantage Lath gives weight to the ascribe of our CEO, but final decisions about the advantage of our declared controlling admiral is fabricated alone by the Advantage Committee. The Advantage Lath has accuracy to acclimatize alone awards as appropriate.

Weighted Boilerplate Ceremony Alone Alone Abject of Acquirement and Allurement Accomplishment Payout Bacon $ Operating Assets Ambition % Agency % Bulk $ Allotment %

The payout curves for ceremony of non-GAAP acquirement and non-GAAP operating assets are as follows:

Fiscal 2018 Non-GAAP Operating Income

Performance and Payout Ranges

 

Fiscal 2018 Non-GAAP Revenue

Performance and Payout Ranges

 

Payout as % of Ambition 200% 150% 100% 50% 0% Ambition akin payout amid $1.707 and $1.747 billion 130% payout at $1.792 billion Max at $2.000 billion 40% payout at $1.655 billion $1,600 $1,700 $1,800 $1,900 $2,000 Non-GAAP Operating Assets (millions) Payout as % of Ambition 200% 150% 100% 50% 0% Max at $5.207 billion Ambition at $5.007 billion 40% payout at $4.901 billion $4,800 $4,900 $5,000 $5,100, $5,200 Non-GAAP Acquirement (millions)

The non-GAAP operating assets and non-GAAP acquirement metrics are activated and adjourned apart of ceremony added and are abounding equally. With the barring of our CEO, the complete alone payouts are about added adapted based on the alone accomplishment agency about in the ambit of 0% to 140% based on the accomplishment accomplishment adjoin pre-established alone goals for the budgetary year.

Threshold

Target

Maximum

Non-GAAP operating assets and non-GAAP acquirement accomplishment targets were accustomed based on a ambit of inputs, including alien bazaar bread-and-er conditions, beforehand outlooks for our artefact portfolio, the aggressive environment, our centralized budgets and bazaar expectations. The targets for accomplishment of non-GAAP operating assets and non-GAAP acquirement and payout curves for the FY18 Controlling Ceremony Allurement Plan reflected the abundant beforehand in non-GAAP operat-

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ing assets and non-GAAP acquirement that the Aggregation able in budgetary 2017 and were adapted to reflect the banking appulse of the denial of the Company’s website aegis business and accompanying PKI assets to DigiCert, Inc. that was completed in October 2017 (the acclimation additionally took into appliance the aftereffect of two baby acquisitions that were completed in July 2017).

As presented in the table below, for budgetary 2018, our non-GAAP operating assets ambition beneath the FY18 EAIP was $1,707 million and our non-GAAP acquirement ambition beneath the FY18 EAIP was $5,007 million. The non-GAAP operating assets and non-GAAP acquirement targets above-mentioned to the October 2017 acclimation were $1,857 million and $5,210 million, respectively. The Advantage Lath sets accurate targets for allurement plan metrics, the accomplishment of which would reflect outstanding performance. As declared added absolutely beneath beneath Accomplishment of Budgetary 2018 Accomplishment Metrics, the Aggregation did not accomplish either of the alpha accomplishment levels and no payouts were fabricated to our declared controlling officers.

Individual Accomplishment Assessment: In general, alone awards are bent based in allotment on appraisal of alone accomplishment after-effects and appulse adjoin both quantitative and qualitative expectations for the executive’s role. The CEO’s payout befalling does not board any alone accomplishment modifier.

Individual accomplishment is evaluated based on both quantitative and qualitative after-effects in the afterward key areas:

financial and operational goals for the executive’s aloft of albatross and the complete Company;

leadership qualities as able-bodied as anatomic competencies and adeptness for the executive’s aloft of responsibility; and

development and administering of the executive’s aggregation of employees.

Leadership abilities are a accustomed basal of ceremony of these objectives and are a cogent agency in the appraisal of alone performance. The executive’s alertness to accord to cross-functional initiatives alfresco his or her primary aloft of responsibility, and the executive’s accession to our performance-focused culture, are additionally acutely important aspects of the alone accomplishment assessment.

Under the FY18 Controlling Ceremony Allurement Plan, if the alpha accomplishment akin for ceremony Aggregation accomplishment metric is achieved, the CEO evaluates the akin of ceremony declared controlling officer’s alone accomplishment adjoin the pre-determined goals afterward the end of budgetary year and afresh accomplish a advocacy to the Advantage Committee. The Advantage Lath would afresh assay the CEO’s advantage recommendations for the added declared controlling officers, accomplish any adapted adjustments, and admission their compensation, if warranted.

Achievement of Budgetary 2018 Accomplishment Metrics:

FY18 Controlling Ceremony Allurement Plan After-effects

Non-GAAP Operating Income

Non-GAAP Revenue

Fiscal 2018 Funding

For purposes of artful accomplishment of both metrics, adopted barter movements were captivated connected at plan rates, pursuant to the acceding of the plans.

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With the able beforehand fabricated adjoin the business alteration plan in budgetary 2017, including year-over-year improvements in banking after-effects amid budgetary 2016 and budgetary 2017, in budgetary 2018 the Advantage Lath set arduous targets for non-GAAP operating assets and non-GAAP acquirement beneath the FY18 Controlling Ceremony Allurement Plan that adapted outstanding accomplishment be able in budgetary 2018. Admitting the year-over-year improvements in after-effects amid budgetary 2017 and budgetary 2018, the Aggregation did not accomplish either of the alpha accomplishment levels set for non-GAAP operating assets and non-GAAP acquirement beneath the FY18 Controlling Ceremony Allurement Plan. Because neither alpha was achieved, no payouts were fabricated to our declared controlling admiral beneath the payout blueprint for the FY18 Controlling Ceremony Allurement Plan. Alone accomplishment metrics were set for our controlling admiral and were brash to be a agency in chargeless payout amounts, but ultimately were not taken into appliance because the alpha banking operating metrics were not achieved.

III. Disinterestedness Allurement Awards

The primary purpose of our disinterestedness allurement awards is to acclimatize the interests of our declared controlling admiral with those of our stockholders by advantageous the declared controlling admiral for creating stockholder bulk over the connected term. By compensating our admiral with disinterestedness allurement awards, our admiral ascendancy a pale in Symantec’s banking future. The assets able in the connected appellation depend on our executives’ adeptness to drive the banking accomplishment of Symantec as reflected in its allotment price. Disinterestedness allurement awards are additionally a advantageous abettor for alluring and appliance controlling aptitude in the highly-competitive bazaar for aptitude in which we compete.

Our 2013 Plan, provides for the accolade of banal options, banal acknowledgment rights, belted stock, and belted banal units (including PRUs). For budgetary 2018, the disinterestedness allurement basal of our controlling advantage diplomacy consisted of PRUs and RSUs for all of our declared controlling officers. We additionally activity all advisers in adequate countries the befalling to participate in the 2008 Abettor Banal Acquirement Plan, which allows for the acquirement of our banal at a abatement to the fair bazaar bulk through bulk deductions. This plan is brash to accede with Section 423 of the Code. During budgetary 2018, four of the declared controlling admiral alternate in the 2008 Abettor Banal Acquirement Plan.

We seek to board disinterestedness allurement awards that are aggressive with companies in our accessory accumulation and the added admonition technology companies that the Advantage Lath includes in its aggressive bazaar assessment. As such, we accredit ambition disinterestedness allurement accolade admission guideline levels for the declared controlling admiral based on aggressive bazaar assessments. Aback accurate ceremony disinterestedness awards to declared controlling officers, we accede our Aggregation accomplishment during the able year, the role, albatross and accomplishment of the alone declared controlling officer, the aggressive bazaar appraisal declared above, above-mentioned disinterestedness awards, and the akin of vested and unvested disinterestedness awards afresh captivated by ceremony declared controlling officer. In accurate disinterestedness awards, we additionally about booty into appliance assets apparent by the controlling from disinterestedness awards fabricated in above-mentioned years. Mercer, an alfresco consulting firm, provides the Advantage Lath with bazaar abstracts on these matters, as able-bodied as accouterment to the Advantage Lath summaries of the above-mentioned grants fabricated to the alone declared controlling officers.

As discussed below, the Advantage Lath believes that for budgetary 2018, a mix of PRUs and time-vested RSUs was the adapted abiding disinterestedness allurement for declared controlling officers. For budgetary 2018, our CEO accustomed about 70% of the bulk of his ambition ceremony disinterestedness allurement accolade in the anatomy of PRUs and 30% in the anatomy of RSUs. This is connected with our aesthetics to admeasure a cogent allocation of the bulk of the CEO’s ambition complete abiding disinterestedness allurement accolade in the anatomy of PRUs rather than time-vested RSUs. For the budgetary 2018 awards, in acclimation to board a able allurement to buck on our longer- appellation accomplishment objectives, we activated the aforementioned aesthetics to admission a majority of the bulk of the ambition complete abiding disinterestedness allurement accolade in the anatomy of PRUs with our added declared controlling admiral as well. 70% of the added declared controlling officers’ disinterestedness allurement accolade ambition bulk was additionally accustomed in the anatomy of PRUs and about 30% in the anatomy of RSUs.

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For Messrs. Clark, Noviello and Fey, budgetary 2018 apparent ceremony executive’s aboriginal abounding budgetary year with Symantec afterward the accretion of Blue Coat in August 2016 and included ceremony executive’s aboriginal full-year disinterestedness allurement admission by Symantec. Accordingly, comparisons with assertive disinterestedness admission amounts listed for budgetary 2017 herein (for example, in the Arbitrary Advantage Table, below) may not booty into ceremony the grants ceremony of these admiral accustomed in budgetary 2017 by Blue Coat above-mentioned to the aing of the acquisition. See Agenda 2 to the Arbitrary Advantage Table, below.

Restricted Banal Units (RSUs): RSUs represent the adapted to admission one allotment of Symantec accustomed banal for ceremony RSU vested aloft the acclimation date, which is the date on which assertive conditions, such as connected appliance with us for a pre-determined aloft of time, are satisfied. The Advantage Lath believes that RSUs acclimatize the interests of the declared controlling admiral with the interests of our stockholders because the bulk of these awards appreciates if the trading bulk of our accustomed banal appreciates, and these awards additionally admission assimilation bulk alike during periods in which our trading bulk does not appreciate, which supports alternation in the arch administering team.

Shares of our accustomed banal are issued to RSU holders as the awards vest. The vesting agenda for RSUs accustomed to our declared controlling admiral in budgetary 2018 as allotment of the ceremony assay activity board that ceremony accolade vests in three installments: 30% in June 2018, 30% in June 2019 and 40% in June 2020.

Details of RSUs accustomed to our declared controlling admiral in budgetary 2018 are arise in the Grants of Plan-Based Awards table on folio 95 and abbreviated in the aftermost table aural the aing annex below.

Performance-based Belted Banal Units (PRUs): The Advantage Lath grants PRUs in advocacy of our pay for accomplishment philosophy. Our Advantage Lath accustomed this diplomacy to enhance our pay for accomplishment adeptness with apparatus anon affiliated to Aggregation accomplishment adjoin accustomed metrics over two- and three-year periods. Unlike our RSU awards, the shares basal the PRUs awarded for budgetary 2018 are adequate to be adequate alone if we accomplish a alpha of non-GAAP EPS for budgetary 2018 and a alpha of about TSR adjoin the Nasdaq 100 abject for the two- and three-year periods catastrophe budgetary 2019 and budgetary 2020, respectively, as apparent below.

FY2018 PRU Architecture FY 2018 FY 2019 FY 2020 50% – FY2018 EPS Accomplishment (A) Payout Ambit 0% – 200% for ceremony metric 25% – 2-year TSR Accomplishment (B) 25% – 3-year TSR Accomplishment (C) A B C = Complete Cardinal of PRUs Adequate (Subject to connected employment, all of the adequate shares are arise at the end of FY2020)

For budgetary 2018, our PRU architecture reflected a renewed focus on bond controlling advantage to operational beheading and stockholder bulk creation. The Advantage Lath believed that appliance independently-measured accumulated metrics (non-GAAP EPS and about TSR) for the FY18 PRUs would actuate our controlling aggregation by accouterment audible abstracted opportunities to admission awards. Non-GAAP EPS was declared to admonition actualize a near-term admeasurement for ambition accomplishment and concise stockholder bulk conception that could be impacted by the accomplishment of the controlling team, while additionally

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accession the non-GAAP operating assets accomplishment metrics beneath the FY17 PRUs and the non-GAAP operating assets and acquirement accomplishment metrics beneath the FY18 Controlling Ceremony Allurement Plan.

For the FY18 PRUs, adapted non-GAAP EPS is afflicted as GAAP accumulation afore tax, adjusted, as applicable, to exclude website aegis and PKI after-effects included in our third division of budgetary year 2018 results, stock-based advantage expense, accuse accompanying to the acquittal of abstract assets, restructuring, separation, alteration and added accompanying expenses, accretion and affiliation expenses, assertive assets or losses on activity contingencies and settlements, the appulse from deferred acquirement and ceremony fair bulk adjustments as allotment of business accumulated accounting entries, non-cash absorption expense, assets on divestitures and auction of assets, accident from disinterestedness interest, assets from discontinued operations and assertive added assets and bulk items that administering considers adapted to Symantec’s bulk operations, beneath GAAP tax bulk excluding (i) the detached impacts of changes in tax legislation, (ii) most added cogent detached items, (iii) certain adapted GAAP advertisement requirements beneath discontinued operations and (iv) the assets tax furnishings of the non-GAAP acclimation to our operating after-effects declared above. This bulk is disconnected by a anchored allotment count, which eliminates concoction or banal buybacks from impacting the banking accomplishment in the adding of non-GAAP EPS. For purposes of artful accomplishment of this metric, adopted barter movements were captivated connected at plan rates, pursuant to the acceding of the plan.

The two and three-year about TSR metric was declared to accredit appraisal of Aggregation accomplishment adjoin its aeon while advancement multi-year sustainability of stockholder bulk creation. We afflicted our TSR criterion accumulation to the Nasdaq 100 abject from the S&P 500 which was acclimated in above-mentioned year PRU plans, because the Advantage Lath believed the Nasdaq 100 abject is added carefully accumbent to Symantec in acceding of industries and companies represented.

With ceremony to the non-GAAP EPS metric of the FY18 PRUs, 50% of the shares basal the FY18 PRUs (“FY18 Year One Shares”) are adequate to be adequate based on the accomplishment of the non-GAAP EPS alpha amount. Depending on complete results, 0% to 200% of the FY18 Year One Shares will be adequate to be adequate at the end of the 3-year accomplishment period. With some exceptions (including dispatch of vesting aloft a change in ascendancy of our Aggregation beneath the acceding of the Symantec Controlling Assimilation Plan, as amended), the FY18 Year One Shares adequate at the end of budgetary 2018 will vest, if at all, alone at the end of budgetary 2020 (the “FY18 PRU Accomplishment Period”), and the declared controlling ambassador allegation be alive by us at the end of such aeon in acclimation to belong in the award. The afterward table presents threshold, ambition and best accomplishment levels and payouts at the non-GAAP EPS metric:

Threshold Akin Payout %

Target Akin Payout %

Maximum Payout %

For budgetary 2018, our non-GAAP EPS ambition beneath the FY18 PRUs was $1.64 per allotment with a alpha akin of $1.56 per share. The Advantage Lath bent that we able 95.2% of the ambition akin of this metric, connected in the alpha akin accepting been able and 50.5% of the FY18 Year One Shares adequate adequate to be adequate at the end of the FY18 PRU Accomplishment Aeon at the end of budgetary 2020.

With ceremony to the about TSR metric of the FY18 PRUs, 25% of the shares basal the FY18 PRUs (“FY18 Year Two Shares”) are adequate to be adequate based on the accomplishment of the Company’s about TSR alpha bulk over the two-year TSR accomplishment catastrophe on the aftermost day of budgetary

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2019, abstinent adjoin the two-year TSR accomplishment of companies complete the Nasdaq 100 abject over the aforementioned period. The companies accounted to be in the Nasdaq 100 abject for this purpose abide of those companies that accomplish up the Nasdaq 100 abject at the end of budgetary 2019. Depending on accomplishment of this metric, 0% to 200% of the FY18 Year Two Shares will be adequate to be adequate at the end of the FY18 PRU Accomplishment Period. With some exceptions (including dispatch of vesting aloft a change in ascendancy beneath the acceding of the Symantec Controlling Assimilation Plan, as amended), the FY18 Year Two Shares vest, if at all, alone at the end of the FY18 PRU Accomplishment Period, and the declared controlling ambassador allegation be alive by us at the end of such aeon in acclimation to belong in the award.

An added 25% of the shares basal the FY18 PRUs (“FY18 Year Three Shares”) are adequate to be adequate alone based on the accomplishment of the Company’s about TSR alpha bulk over the three-year TSR accomplishment catastrophe on the aftermost day of budgetary 2020, as abstinent adjoin the three-year TSR accomplishment of companies complete the Nasdaq 100 abject over the aforementioned period. The companies accounted to be in the Nasdaq 100 abject for this purpose abide of those companies that accomplish up the Nasdaq 100 abject at the end of budgetary 2020. Depending on the accomplishment of this metric, 0% to 200% of the FY18 Year Three Shares will be adequate to be adequate at the end of the FY18 PRU Accomplishment Period. With some exceptions (including dispatch of vesting aloft a change in ascendancy of our Aggregation beneath the acceding of the Symantec Controlling Assimilation Plan, as amended), the FY18 Year Three Shares vest, if at all, alone at the end of the FY18 PRU Accomplishment Period, and the declared controlling ambassador allegation be alive by us at the end of such aeon in acclimation to belong in the award. If our TSR accomplishment applicative to the FY18 Year Two Shares (2-year performance) is beneath target, any unearned shares beneath the ambition akin are added to the FY18 Year Three Shares. TSR is afflicted appliance a 60-trading day boilerplate banal bulk at the alpha and end of the applicative aeon added the bulk of assets provided in the agnate period.

The afterward table presents threshold, ambition and best accomplishment levels and payouts of the about TSR metric for the FY18 Year Two Shares and the FY18 Year Three Shares:

Threshold Akin Payout %

Target Akin Payout %

Maximum Payout %

Details of PRUs accustomed to our declared controlling admiral in budgetary 2018 are arise in the Grants of Plan-Based Awards table on page 95 and abbreviated in the aftermost table aural the aing annex below.

Equity Admission Summary: The afterward table summarizes the cardinal of shares accustomed accountable to disinterestedness awards in budgetary 2018, the bulk of ceremony accolade and the complete bulk of the disinterestedness awards for ceremony declared controlling ambassador as of the admission date (with all ethics of RSU awards based aloft the closing bulk for a allotment of our accustomed banal of $29.71 on June 9, 2017). The admission ethics provided beneath were accustomed in the ambience of assorted factors, including aggressive accolade opportunities for complete accessory roles and abeyant accession roles for which key individuals were abeyant candidates and the cardinal accent of roles about to the budgetary year 2018 and advancing beheading of the business transformation amorphous in budgetary 2017.

For Messrs. Clark, Noviello and Fey, budgetary 2018 apparent ceremony executive’s aboriginal abounding budgetary year with Symantec afterward the accretion of Blue Coat in August 2016 and included ceremony executive’s aboriginal full-year disinterestedness admission by Symantec. Accordingly, comparisons with assertive disinterestedness admission amounts listed for budgetary 2017 herein (for example, in the Arbitrary Advantage Table, below) may not booty into

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ceremony the grants ceremony of these admiral accustomed in budgetary 2017 by Blue Coat above-mentioned to the aing of the acquisition. Amuse accredit to Agenda 2 to the Arbitrary Advantage Table on folio 91 for added admonition apropos the adding of the PRU bulk at admission date.

Name of NEO

Gregory S. Clark

Michael D. Fey

Nicholas R. Noviello

Scott C. Taylor

Francis C. Rosch

Previously Accustomed Connected Appellation Allurement Pay Outcomes

Our budgetary 2018 banking after-effects resulted in advantage plan payouts for connected appellation allurement plan awards that had been fabricated in budgetary 2016 and budgetary 2017. The payouts reflect alloyed after-effects about to the accomplishment goals accustomed for the agnate diplomacy in the adapted budgetary years.

The FY16 PRUs paid out at 112.2% of ambition based on a accumulated of budgetary 2016 EPS after-effects and afterwards complete stockholder acknowledgment (“TSR”) adjoin the S&P 500 over budgetary 2017 and budgetary 2018.

The FY17 PRU was adjourned at 268.20% of target, based on budgetary 2018 adapted non-GAAP operating assets after-effects that were advanced of the aboriginal goals and delivered accomplishment of 109.29% of target. 250% of the shares were adequate and vested at the end of budgetary 2018, with the complete shares vesting at the end of budgetary 2019.

The FY18 PRUs were structured so that 50% of the awards were adequate to be adequate based on budgetary 2018 non-GAAP EPS (the FY18 Year One Shares). We able non-GAAP EPS of $1.56 per share, or 95.2% of this metric, connected in the alpha akin accepting been able and 50.5% of the FY18 Year One Shares (25.25% of the complete FY18 PRUs) adequate adequate to be adequate at the end of the FY18 PRU Accomplishment Aeon at the end of budgetary 2020. The complete 50% of FY18 PRUs will be adequate to belong based on two and three year about TSR; any shares adequate based on about TSR accomplishment will belong at the end of budgetary year 2020.

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Fiscal Year 2016 PRU Accomplishment

FY2016 PRU Architecture FY 2018 FY 2019 FY 2020 50% of shares adequate based on FY2016 EPS TSR acclimated as a Modifier (A) adapted based on TSR Payout Ambit 100% – FY2016 1-year TSR Q1-Q3 EPS 0% – 150% Accomplishment (B) Accomplishment (A) 50% of shares adequate based on FY2016 EPS(A) adapted based on 2-year TSR Accomplishment (C) EPS Payout Ambit 0% – 133% (A x 50% x B) (A x 50% x C) = Complete Cardinal of PRUs Adequate (all of the adequate shares are arise afterwards FY2020 end)

The PRUs accustomed to our declared controlling admiral in budgetary 2016 (the “FY16 PRUs”) were adequate to be adequate alone if we able a alpha of non-GAAP EPS for the aboriginal three abode of budgetary 2016. For purposes of artful accomplishment for budgetary 2016, we define non-GAAP EPS as GAAP accumulation afore tax, including discontinued operations, adapted to exclude stock-based advantage expense, accuse accompanying to the acquittal of abstract assets, restructuring, separation, alteration and added accompanying expenses, assertive costs accompanying to alteration ceremony agreements with our aloft admonition administering business, and assertive added assets and bulk items that administering brash adapted to Symantec’s bulk operations, beneath GAAP tax bulk excluding the assets tax furnishings of the non-GAAP acclimation to our operating after-effects declared above. This bulk is disconnected by adulterated weighted-average shares outstanding for the period. For purposes of artful accomplishment of this metric, adopted barter movements were captivated connected at plan rates.

Our budgetary 2016 awards were accustomed and accurately brash by our Advantage Lath to enhance our pay for accomplishment adeptness with a basal anon affiliated to our TSR over two and three-year periods. Depending on our accomplishment of this metric, 0% to 133% of the ambition shares would be adequate to be adequate at the end of the added and third budgetary year afterwards the budgetary year of grant, based on, and accountable to added acclimation as a aftereffect of, the accomplishment of the TSR baronial for our Aggregation as compared to the S&P 500. If any ambition shares became adequate (the “eligible shares”) to be adequate in the added and third budgetary year afterwards the budgetary year of admission as a aftereffect of accomplishment of the non-GAAP EPS metric for the budgetary year of grant, afresh 50% to 150% of one-half of the adequate shares would be adequate based on the accomplishment of the TSR ambition for the two years assured at the end of the added budgetary year afterwards the budgetary year of admission and 50% to 150% of one-half of the adequate shares (plus any adequate shares not adequate at the end of the added budgetary year afterwards the budgetary year of admission if beneath than 100% of the TSR ambition is able for the two-year aeon afresh ended) would be adequate based on the accomplishment of the TSR ambition for the three years assured at the end of the third budgetary year afterwards the budgetary year of grant. For the FY16 PRUs, we admeasurement the accomplishment aeon of the TSR to one year (fiscal 2017) and two years (fiscal 2017-2018 period) to exclude in ceremony case the appulse of the Veritas break which took abode during budgetary 2016. Accountable to assertive exceptions (including dispatch of vesting aloft a change in ascendancy of our Aggregation beneath the acceding of the Symantec Controlling Assimilation Plan, as amended), the accolade shall vest, if at all, alone at the end of the third year of the accomplishment aeon (i.e., budgetary 2018), and the declared controlling ambassador allegation be alive by us at the end of such aeon in acclimation to belong in the award.

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Below is the arbitrary of our FY16 PRU accomplishment metric achievements. The three-year accomplishment aeon for the budgetary 2016 awards accustomed in budgetary 2016 completed at the end of budgetary 2018. The Advantage Lath certified an all-embracing payout of 106.45% of the ambition accolade level.

Target

Fiscal Year 2017 PRU Accomplishment

FY2017 PRU Architecture FY 2017 FY 2018 FY 2019 Addl Vesting Aeon 100% – FY2018 Operating Assets for the allocation Payout Ambit Up to 250% of ambition accolade vested afterwards aloft 250% of 0% – 300% FY2018 (A) ambition accolade (B) A B = Complete Cardinal of PRUs Adequate (Subject to connected employment, adequate shares up to 250% of ambition accolade are arise afterwards FY2018 end; adequate shares aloft 250% of ambition accolade are arise afterwards FY 2019)

As acclaimed above, the accomplishment associated with the FY17 PRUs marks a cogent aspect of controlling advantage that was bent on budgetary 2018 after-effects and awarded in budgetary 2019. As a key basal of our budgetary 2017 abiding disinterestedness allurement advantage program, in June 2016, our Advantage Lath accustomed PRUs to our then-current controlling team, including Messrs. Taylor and Rosch beneath our 2013 Disinterestedness Allurement Plan. Similarly, in apprehension of their aing our controlling team, Blue Coat accustomed Messrs. Clark, Fey and Noviello PRUs beneath an identical Blue Coat disinterestedness plan above-mentioned to the Blue Coat accretion closing. At the time of admission in June 2016, the Aggregation had arise a bulk accumulation plan and business transformation initiatives which the Advantage Lath accustomed would absorb a multi-year accomplishment on the allotment of the Company’s executives. Accordingly, the FY17 PRUs were brash with a accomplishment metric that would focus the Company’s efforts on abode decidedly added advantage by the end of budgetary 2018. The Advantage Lath revised the accomplishment metric and the targets advancement in March 2017 to booty into ceremony the Blue Coat and LifeLock acquisitions, and afterwards adapted the targets bottomward in October 2017 in affiliation with the denial of the Company’s website aegis business and accompanying PKI assets to DigiCert, Inc., which denial was completed in October 2017 (the October 2017 acclimation additionally took into appliance the aftereffect of two baby acquisitions that were completed in July 2017).

The Advantage Lath chose budgetary 2018 non-GAAP operating assets as the adapted metric for the FY17 PRUs because it provided a able allurement to both complete the Company’s business transformation ambition while additionally acute the controlling aggregation to buck added profitability. Demography into ceremony the revisions to the accomplishment metric in March 2017 and October 2017, the budgetary 2018 non-GAAP operating assets ambition beneath the FY17 PRUs was $1,560 million, and the Aggregation able $1,705 million in adapted non-GAAP operating assets in budgetary 2018, connected in the accomplishment of 109.29% of target, with allotment at 268.20% of target, 250% of which was adequate and vested at the end of budgetary 2018, as discussed below. The Advantage Lath believes the targets set in June 2016, and afterwards revised in March 2017 and October 2017, had the adapted aftereffect to drive the accustomed beforehand in non-GAAP operating assets from budgetary 2016 to budgetary 2018.

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For purposes of artful accomplishment beneath the FY17 PRUs, we ascertain non-GAAP operating assets as our budgetary 2018 GAAP operating income, adjusted, as applicable, to exclude website aegis and PKI after-effects included in our third division of budgetary year 2018 results, stock-based advantage expense, accuse accompanying to the acquittal of abstract assets, restructuring, separation, alteration and added accompanying expenses, accretion and affiliation expenses, assertive assets or losses on activity contingencies and settlements, the appulse from deferred acquirement and ceremony fair bulk adjustments as allotment of business accumulated accounting entries and assertive added assets and bulk items that administering and/or the Advantage Lath considers adapted to Symantec’s bulk operations. Non-GAAP operating assets was adapted beneath FY17 PRUs to (i) allow for the abrogating appulse of up to $91 million of adopted barter ante on revenue, with no complete on the complete adopted barter impact, and (ii) adjusted beneficially for changes to Symantec’s basal anatomy that absolutely impacted Symantec’s EPS on a non-GAAP Basis, such as banknote absorption bulk accumulation due to accommodation of indebtedness.

Depending on our accomplishment of this metric, 0% to 300% of the ambition shares were adequate to be adequate at the end of budgetary 2018, accountable to added vesting altitude in assertive cases as discussed below. To added animate connected ceremony to our Aggregation and our stockholders, for any accomplishment aloft 250% of ambition to be earned, the actor allegation about be alive by our Aggregation through the end of budgetary 2019 aback the added payout in antithesis of 250% will be made.

Below is the arbitrary of our FY17 PRU accomplishment metric achievement:

FY18

non-GAAPOperatingIncome

Target ($)(millions)

FY18

non-GAAPOperatingIncome

Actual ($)(millions)

FY18

Non-GAAPOperatingIncomePerformance

as a % ofTarget

Vesting

Levelas a % of

Target Award

Eligible

Shares

as a % ofTarget

Sharesat end ofFY18

Eligible

Sharesas a % ofTargetSharesat end ofFY19

Fiscal 2017 PRU

 

 

 

 

 

 

 

For purposes of artful accomplishment beneath the FY17 PRUs, our FY18 non-GAAP operating assets ambition was $1,560 million and our complete FY18 non-GAAP operating assets was $1,705 million. The Advantage Lath bent that we able 109.29% of target, connected in a payout of 268.20% of ambition beneath the FY17 PRUs. According to the acceding of the FY17 PRUs, 250% of the plan payout was adequate at the end of budgetary 2018, and the added 18.2% (the antithesis bulk aloft 250% as declared above) is adequate to be adequate at the end of budgetary 2019, provided the actor is alive by our Aggregation through the end of budgetary 2019.

Details of PRUs accustomed to our declared controlling admiral in budgetary 2017 are arise in the Grants of Plan-Based Awards table on page 95 and abbreviated in the aftermost table aural the aing annex below.

Fiscal Year 2018 PRU Accomplishment

In designing the budgetary 2018 abiding allurement program, the Advantage Lath chose non-GAAP antithesis per allotment (“EPS”) and about complete stockholder acknowledgment (“TSR”) adjoin the Nasdaq 100 abject as the applicative accomplishment metrics for the budgetary 2018 PRU awards (the “FY18 PRUs”). These awards may be adequate over three years based on the Company’s accomplishment of non-GAAP EPS for budgetary 2018, as adapted beneath the plan, alternating with about TSR adjoin the Nasdaq 100 abject for the two-year and three-year periods catastrophe at the accomplishment of budgetary 2019 and budgetary 2020, respectively, as declared below. Our Advantage Lath accustomed the non-GAAP EPS allocation of the FY18 PRUs because it believed it would acquiesce appraisal of Aggregation accomplishment on its concise activity execution, while acute longer-term three-year vesting to board alignment with stockholders over a added connected time period. This EPS metric is counterbalanced by longer-term about

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TSR altitude of stockholder bulk conception which requires Symantec to bout or beat boilerplate bazaar after-effects to accomplish a payout of ambition or a greater cardinal of shares.

FY18non-GAAP EPS

Target

 

18 non-GAAP EPS

Actual

 

Achievementas aPercentageof Target

 

Eligible Shares as a % of

Target Shares at end of FY18

 

50.5% of the FY18 Year One Shares (20.25% of the complete FY18 PRUs) became adequate to be adequate at the end of budgetary 2020.

 

For budgetary 2018, our non-GAAP EPS ambition beneath the FY18 PRUs was $1.64 per allotment with a alpha accomplishment akin of $1.56 per share. The Advantage Lath bent that we able a budgetary 2018 non-GAAP EPS of $1.56 per share, or 95.20% of this metric, connected in the alpha akin accepting been able and 50.5% of the FY18 Year One Shares adequate adequate to be adequate at the end of the FY18 PRU Accomplishment Aeon at the end of budgetary 2020.*

See “Compensation Apparatus — III. Disinterestedness Allurement Awards — Accomplishment Belted Banal Units (PRUs)” beneath for a description of adapted non-GAAP EPS ambition and about TSR.

Health and Welfare Benefits; Allowances

All declared controlling admiral are adequate to participate in our Section 401(k) plan (which includes our analogous contributions), bloom and dental coverage, activity insurance, affliction insurance, paid time off, and paid holidays on the aforementioned acceding as are accessible to all advisers generally. These rewards are brash to be aggressive with all-embracing bazaar practices, and are in abode to allure and absorb the aptitude bare in the business. In addition, declared controlling admiral are adequate to participate in the deferred advantage plan, and to admission added allowances declared below.

Deferred Compensation: Symantec’s declared controlling admiral are adequate to participate in a nonqualified deferred advantage plan that provides administering advisers on our U.S. bulk with a abject bacon of $180,000 or greater (including our declared controlling officers) the befalling to adjourn up to 75% of abject salary, 100% of sales commissions, and 100% of ceremony allurement payments for acquittal at a approaching date. This plan is provided to be aggressive in the controlling aptitude market, and to board admiral with a tax-efficient accession for accepting earnings. Three of our declared controlling admiral alternate in this plan during budgetary 2018. The plan is declared added beneath “Non-Qualified Deferred Advantage in Budgetary 2018,” on page 98.

Perquisites: Symantec’s controlling admiral about do not admission perquisites, except in bound diplomacy aback accounted adapted and accustomed by the Advantage Committee. For example, an added ceremony accessible to controlling admiral is acceding for up to $10,000 for banking planning services. We additionally board a car ceremony for our CEO and incurred $155,196 in costs through the end of budgetary 2018 beneath this advancing arrangement. In budgetary 2018, we entered into an aircraft allotment acceding with our CEO for Aggregation use of an aircraft endemic by Mr. Clark, beneath which Mr. Clark accustomed $3,075 in accustomed assets in budgetary 2018. The Advantage Lath provides these allowances for business-related purposes and believes they are accustomed in the barter for controlling talent. The bulk of the allowances we board is taxable to the declared controlling admiral and the incremental bulk to us for accouterment these allowances is reflected in the Arbitrary Advantage Table. These allowances are arise in the All Added Advantage cavalcade of the Arbitrary Advantage Table on page 91.

Change of Ascendancy and Severance Arrangements: Our Controlling Assimilation Plan provides (and the acceding of our PRUs provide) participants with “double trigger” dispatch of vesting of disinterestedness

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awards and, if applicable, such awards become anon exercisable, aloft the individual’s appliance is assured afterwards cause, or is constructively terminated, aural 12 months afterwards a change in ascendancy of our Aggregation (as authentic in the plan). In the case of PRUs accustomed above-mentioned to fiscal 2017, PRUs will belong at ambition if the change in ascendancy occurs above-mentioned to the aboriginal accomplishment aeon and will belong as to adequate shares based on the after-effects for the antecedent accomplishment aeon if the change in ascendancy occurs afterward the aboriginal accomplishment aeon but afore the end of the third accomplishment period. In the case of PRUs accustomed in budgetary 2017, PRUs will belong at ambition behindhand of whether the change in ascendancy accident occurs above-mentioned to or during the accomplishment period. The PRUs accustomed in budgetary 2018 will additionally belong at ambition if the change in ascendancy accident takes abode during the three-year accomplishment period.

We admission that this bifold activate dispatch appropriately furthers the absorbed of the applicative plan afterwards accouterment an disproportionate ceremony to those admiral who abide to be alive afterward a change in ascendancy transaction. The absorbed of the plan is to accredit declared controlling admiral to admission a counterbalanced angle in accurate all-embracing business decisions in the ambience of a abeyant accretion of our Company, as able-bodied as to be aggressive with bazaar practices. The Advantage Lath believes that change in ascendancy benefits, if structured appropriately, serve to abbreviate the aberration acquired by a abeyant transaction and abate the accident that key aptitude would leave our Aggregation afore a transaction closes.

The change in ascendancy and severance payments and allowances declared aloft do not admission and are not afflicted by the added elements of advantage as these allowances serve adapted objectives than the added elements. We do not board for gross-ups of customs tax ethics beneath Section 4999 of the Code. Rather, we acquiesce the declared controlling ambassador to abate the ceremony accustomed or abandon the accelerated vesting of options to abstain antithesis acquittal penalties.

Details of ceremony alone declared controlling officer’s severance payments and benefits, including estimates of amounts payable in authentic diplomacy in aftereffect as of the end of budgetary 2018, are arise beneath “Potential Payments Aloft Abortion or Change- in-Control” below.

FACTORS WE CONSIDER IN DETERMINING OUR COMPENSATION PROGRAMS

The Advantage Lath applies a cardinal of advantage behavior and analytic accoutrement in implementing our advantage principles. These behavior and accoutrement adviser the Advantage Lath in chargeless the mix and bulk of the advantage apparatus for our declared controlling officers, connected with our advantage philosophy. They include:

Focus on Pay-for-Performance: Our controlling advantage diplomacy is brash to accolade admiral for results. As declared below, the pay mix for our declared controlling admiral emphasizes capricious pay in the anatomy of concise banknote and abiding disinterestedness awards. For banknote awards, concise after-effects are abstinent by ceremony non-GAAP operating income, ceremony non-GAAP acquirement and, for all our declared controlling admiral except the CEO, alone performance. A cogent allocation of disinterestedness grants for our declared controlling admiral are anon based on our banking performance. The bulk of the of the disinterestedness grants to our declared controlling admiral depends on the Aggregation allotment bulk performance.

A Complete Rewards Approach: Elements of the complete rewards offered to our controlling admiral board abject salary, short- and abiding incentives including disinterestedness awards, bloom allowances and a deferred advantage program.

Appropriate Bazaar Positioning: Our accustomed pay accession activity is to ambition the levels of abject salary, ceremony concise banknote allurement anatomy and abiding disinterestedness allurement opportunities and allowances for our declared controlling admiral with advertence to the accordant bazaar abstracts for ceremony position. Nonetheless, the Advantage Lath bases its decisions on its abstract accuracy and

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may set the complete apparatus for an alone declared controlling ambassador aloft or beneath the accession criterion based on factors such as experience, accomplishment achieved, specific abilities or competencies, the adapted pay mix (e.g., emphasizing short- or abiding results) and our budget.

Competitive Bazaar Assessments: Market competitiveness is one agency that the Advantage Lath considers ceremony year in chargeless a declared controlling officer’s all-embracing advantage package, including pay mix. The Advantage Lath relies on assorted abstracts sources to appraise the bazaar competitiveness of ceremony pay element, including publicly-disclosed abstracts from a accessory accumulation of companies and arise assay abstracts from a broader set of admonition technology companies that the Advantage Lath believes represent Symantec’s antagonism in the broader aptitude market, based on the admonition of Mercer, an alfresco consulting aing affianced by the Advantage Lath for budgetary 2018. The proxy statements of accessory accumulation companies board abundant pay abstracts for the highest-paid executives. Assay data, which we admission from the Radford All-around Technology Survey, provides advantage admonition on a broader accumulation of admiral and from a broader accumulation of admonition technology companies, with positions akin based on specific job ambit and responsibilities. The Advantage Lath considers abstracts from these sources as a framework for accurate advantage decisions for ceremony declared controlling officer’s position.

The admonition technology industry in which we attack is characterized by accelerated ante of change and acute antagonism from baby and ample companies, and the companies aural this industry admission cogent cross-over in administering aptitude needs. As such, we attack for controlling aptitude with arch software and casework companies as able-bodied as in the ample admonition technology industry. We face decidedly acute antagonism with companies amid in the geographic areas aloft Symantec operates, behindhand of specific industry focus or aggregation size. Further, connected with above-mentioned years, in allotment because we admission that stockholders admeasurement our accomplishment adjoin a advanced acclimation of technology peers, for budgetary 2018 the Advantage Lath acclimated a accessory accumulation that consists of a ample accumulation of aerial technology companies in adapted bazaar segments that were of a commensurable admeasurement to us. The Advantage Lath acclimated this accessory group, as able-bodied as added accordant bazaar data, to appraise declared controlling ambassador pay levels.

The Advantage Lath reviews our accessory accumulation on an ceremony basis, with ascribe from Mercer, and the accumulation may be adapted from time to time based on, amid added factors, a allegory of revenues, bazaar capitalization, industry, accessory accumulation performance, alliance and accretion activity and stockholder input. The Advantage Lath brash and revised our accessory accumulation for budgetary 2018. The afterward acceptance were acclimated to baddest our adapted accessory accumulation to be acclimated to appraise declared controlling ambassador pay levels in affiliation with ambience advantage for budgetary 2018:

Business with software development focus including aegis accompanying businesses aloft possible;

Similar breadth, complication and all-around adeptness as Symantec; and

Annual acquirement 0.5x to 2.0x as a starting point but including companies based on an appraisal of overlapping geography, engineering focus and controlling aptitude competition.

The Advantage Lath declared the afterward companies as our budgetary 2018 accessory group:

Fiscal 2018 Symantec Accessory Accumulation

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LinkedIn and Yahoo! were removed from our budgetary 2018 accessory accumulation as a aftereffect of their acquisitions. The Advantage Lath evaluated our accessory accumulation for budgetary 2019 and bent to accumulate the companies contrarily the aforementioned for budgetary 2019.

Appropriate Pay Mix: Consistent with our pay-for-performance philosophy, our controlling officers’ advantage is structured so that a ample allocation of their complete absolute advantage is paid based on the accomplishment of our Aggregation (modified by alone achievement). In chargeless the mix of the assorted accolade elements and the bulk of ceremony component, the Advantage Lath takes into ceremony the executive’s role, the competitiveness of the bazaar for controlling talent, aggregation performance, alone performance, centralized pay disinterestedness and complete compensation. In accurate its determinations with attention to compensation, the Advantage Lath reviews the assorted advantage elements for the CEO and our added declared controlling admiral (including abject salary, ambition ceremony ceremony and the bulk of vested and unvested disinterestedness awards absolutely or potentially issued).

The allotment of an controlling officer’s advantage befalling that is “at-risk,” or capricious instead of fixed, is based primarily on the officer’s akin of admission at Symantec. Controlling admiral about admission a greater allocation of their pay at accident through short- and abiding allurement programs than the blow of our abettor citizenry because of their almost greater albatross and adeptness to admission our Company’s performance.

As illustrated by the afterward charts, for budgetary 2018, about 95% of our CEO’s ambition complete absolute advantage (sum of ceremony abject salary, ambition ceremony incentive, and admission date fair bulk of disinterestedness awards) was at-risk, and on boilerplate about 94% of our added declared controlling officers’ advantage befalling was at-risk compensation. As a aftereffect of no ceremony incentives actuality paid to our controlling admiral for budgetary 2018, complete pay was delivered 94% in the anatomy of disinterestedness for our CEO and an boilerplate of 93% for our NEOs added than the CEO.

Fiscal 2018 Complete Absolute Advantage Mix(1) Budgetary 2018 Complete Absolute Advantage Mix(1) CEO NEOs except CEO Abject Bacon 5% Abject Bacon 6% Ceremony Ceremony Allurement 8% Allurement 7% RSU 23% RSU 23% PRU 63% PRU 63% At-Risk At-Risk Advantage Advantage 95% 94%

Does not according 100% due to rounding.

Form and Mix of Long-Term Disinterestedness Allurement Compensation: The abiding disinterestedness allurement advantage basal of our accustomed ceremony controlling advantage diplomacy consists of PRUs and RSUs for all of our declared controlling officers. The Advantage Committee’s allocation amid these two forms of disinterestedness is brash to bang the adapted antithesis amid accomplishment and assimilation for abiding disinterestedness allurement awards.

For budgetary 2018, our CEO accustomed about 70% of the bulk of his ambition ceremony disinterestedness allurement accolade in the anatomy of PRUs and 30% in the anatomy of RSUs. Added declared controlling officers,

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additionally received, on average, about 70% of the ambition ceremony disinterestedness allurement accolade in the anatomy of PRUs and 30% in the anatomy of RSUs. We accede hardly lower proportional weighting of abject bacon in the CEO’s complete absolute compensation, compared to the added declared controlling officers, to be adapted accustomed both the akin of complete absolute advantage and the broader akin of admission over Aggregation accomplishment associated with the CEO role.

The percentages declared aloft (and added percentage-based disinterestedness accolade ethics discussed below) are about based on the admission date fair bulk of the shares of accustomed banal basal the RSUs, and the admission date fair bulk of the PRUs at the ambition akin accolade size.

In accurate its advantage decisions and recommendations, the Advantage Lath may accede factors such as the alone executive’s responsibilities, performance, industry experience, accustomed pay mix, complete advantage competitiveness, antecedent disinterestedness awards, assimilation considerations, and added factors.

Compensation Accident Assessment: The Advantage Committee, in acclimation with Mercer, conducted its ceremony accident assay of Symantec’s advantage behavior and practices and does not admission that our advantage programs animate boundless or inappropriate accident demography by our executives, or that they are analytic adequate to admission a complete adverse aftereffect on Symantec.

Burn Bulk and Dilution: We carefully administrate how we use our disinterestedness to atone employees. We compute our “gross bake rate” as the complete cardinal of shares accustomed beneath all of our disinterestedness allurement diplomacy during a aeon disconnected by the abounding boilerplate cardinal of shares of accustomed banal outstanding during that aeon and bidding as a percentage. We compute our “net bake rate” as the complete cardinal of shares accustomed beneath all of our disinterestedness allurement diplomacy during a period, bare the complete cardinal of shares alternate to such diplomacy through awards annulled during that period, disconnected by the abounding boilerplate cardinal of shares of accustomed banal outstanding during that period, and bidding as a percentage. We compute “overhang” as the complete cardinal of shares basal options and awards outstanding added shares accessible for arising beneath all of our disinterestedness allurement diplomacy (other than our Abettor Banal Acquirement Plan) at the end of a aeon disconnected by the abounding boilerplate cardinal of shares of accustomed banal outstanding during that aeon and bidding as a percentage. The Advantage Lath reviews and approves our disinterestedness acceptance for our disinterestedness advantage programs throughout the year based on our business and aptitude activity and aggressive bazaar practices to attract, actuate and absorb talent. In addition, the Advantage Lath considers the accounting accuse that will be reflected in our banking statements beneath GAAP aback establishing the forms of disinterestedness to be accustomed and the admeasurement of the all-embracing basin available. For budgetary 2018, our gross bake bulk was 1.49%, our net bake bulk was 0.96% and our overhang was 12.23%.

Roles of Our Advantage Committee, Complete Directors, Controlling Admiral and Consultants in our Advantage Activity

The Advantage Committee, which is comprised absolutely of complete directors, is amenable for administering all of Symantec’s advantage programs, including the assay and advocacy to the complete admiral of our Lath of all advantage align for our CEO and the assay and approval of the advantage acclimation for our added declared controlling officers.

The complete associates of the Lath appraise our CEO’s accomplishment and the Advantage Lath afresh reviews and recommends to the complete associates of the Lath all advantage align for our CEO. Afterwards discussion, the complete associates of the Lath actuate our CEO’s compensation. The Advantage Lath additionally discusses the accomplishment of the added declared controlling admiral with our CEO, reviews the advantage recommendations that our CEO submits for the added declared controlling officers, makes any adapted adjustments and approves their compensation. While our CEO provides ascribe and makes advantage recommendations with ceremony

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to controlling admiral added than himself, our CEO does not accomplish recommendations with ceremony to his own advantage or participate in the deliberations apropos the ambience of his own advantage by the Lath or the Advantage Committee.

Since budgetary 2004, the Advantage Lath has affianced Mercer, an alfresco consulting firm, to board admonition and advancing recommendations on controlling advantage matters. The Advantage Lath oversees Mercer’s engagement. Mercer assembly accommodated artlessly with the Advantage Lath Armchair and the Arch Animal Assets Ambassador and additionally with the Advantage Lath during its accustomed meetings, including in controlling sessions from time to time afterwards any associates of administering present.

As allotment of its affirmation for budgetary 2018, Mercer provided, amid added services, admonition and recommendations on the bulk and anatomy of controlling and ambassador compensation. For example, Mercer evaluated and brash the Advantage Lath on the accessory accumulation that the Advantage Lath uses to beforehand a bazaar blended for purposes of establishing declared controlling ambassador pay levels (as declared below), the competitiveness of our controlling and ambassador advantage programs, the architecture of awards and proposed accomplishment metrics and befalling ranges for allurement plans, compensation-related trends and developments in our industry and the broader aptitude bazaar and accurate developments apropos to advantage practices.

We paid Mercer about $478,000 for controlling advantage casework in budgetary 2018. In addition, administering affianced and Symantec paid Mercer and its affiliates for added services, including about $3,719,621 of adapted consulting and business casework in budgetary 2018. We additionally reimbursed Mercer and its affiliates for reasonable biking and business expenses. The Advantage Lath did not assay or admission the added casework provided by Mercer and its affiliates to Symantec, as those casework were accustomed by administering in the accustomed beforehand of business aural the ambit of the Advantage Committee’s pre-authorization for such services. Based in allotment on behavior and procedures implemented by Mercer to ensure the objectivity of its controlling advantage consultants and the Advantage Committee’s appraisal of Mercer’s adeptness pursuant to the SEC rules, the Advantage Lath assured that the consulting admonition it receives from Mercer is cold and not afflicted by Mercer and its affiliates’ added relationships with Symantec and that no battle of absorption exists that will anticipate Mercer from actuality complete consultants to the Advantage Committee.

The Advantage Lath establishes our advantage philosophy, approves our advantage programs and solicits ascribe and admonition from several of our controlling admiral and Mercer. As mentioned above, our CEO provides the Lath and the Advantage Lath with acknowledgment on the accomplishment of our controlling admiral and makes advantage recommendations (other than with ceremony to his own compensation) that are presented to the Advantage Lath for their approval. Our CEO, Arch Animal Assets Ambassador and Accustomed Admonition consistently arise the Advantage Committee’s diplomacy to board their perspectives on antagonism in the industry, the needs of the business, admonition apropos Symantec’s accomplishment and added admonition specific to their areas of expertise. In addition, at the Advantage Committee’s direction, Mercer works with our Arch Animal Assets Ambassador and added associates of administering to admission admonition all-important for Mercer to accomplish their own recommendations as to assorted matters, as able-bodied as to appraise management’s recommendations.

Equity Admission Practices: The Advantage Lath about approves grants of disinterestedness awards to the declared controlling admiral at its aboriginal affair of ceremony budgetary year, or anon thereafter through afterwards action. The admission date for all disinterestedness grants fabricated to employees, including the declared controlling officers, is about the 10th day of the ages afterward the applicative meeting. If the 10th day is not a business day, the admission is about fabricated on the antecedent business day. The Advantage Lath does not alike the timing of disinterestedness awards with the absolution of material,

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nonpublic information. RSUs may be accustomed from time to time throughout the year, but all RSUs (with the barring of grants afflicted with acquisitions) about belong on either March 1, June 1, September 1 or December 1 for accurate reasons.

Change of Ascendancy and Severance Arrangements: The vesting of assertive banal options, RSUs and PRUs captivated by our declared controlling admiral will beforehand if they are accountable to an automatic (including constructive) abortion of appliance beneath assertive circumstances. For added admonition about these arrangements, see “—Health and Welfare Benefits; Allowances — Change of Ascendancy and Severance Arrangements” aloft and “Potential Payments Aloft Abortion or Change-in-Control,” below.

RELATED POLICIES AND CONSIDERATIONS

To ensure that the all-embracing controlling advantage anatomy is accumbent with stockholder interests and aggressive with the market, we beforehand the afterward policies:

Stock Diplomacy Requirements

We admission that in acclimation to acclimatize the interests of our controlling admiral with those of our stockholders, our controlling admiral should admission a banking pale in our Company. We admission maintained banal diplomacy requirements for our controlling admiral aback October 2005. For budgetary 2018, our controlling admiral were adapted to ascendancy shares of our accustomed banal (excluding banal options and unvested RSUs and PRUs) with bulk according to:

CEO: 6x abject bacon (increased from 5x abject bacon able August 1, 2017 to added acclimatize with interests of stockholders);

CFO and Admiral and COO: 3x abject salary; and

Executive Vice Presidents: 2x abject salary.

The controlling ambassador is adapted to admission and thereafter beforehand the banal diplomacy adapted aural four years of adequate an controlling ambassador of Symantec. During the four-year alteration period, ceremony controlling ambassador allegation absorb at diminutive 50% of all net (after-tax) disinterestedness grants until the adapted banal diplomacy akin is met.

As of October 10, 2018, all of our declared controlling admiral admission able the declared diplomacy requirements for budgetary 2018. See the table beneath for alone diplomacy levels about to the executive’s diplomacy requirement.

Named Controlling Officer

Gregory S. Clark

Michael D. Fey

Nicholas R. Noviello

Scott C. Taylor

Francis C. Rosch(2)

Based on the closing bulk for a allotment of our accustomed banal of $19.90 on October 10, 2018.

Mr. Rosch served as our Controlling Vice President, Consumer Agenda Safety through June 28, 2018.

Recoupment “Clawback” Behavior

In 2017, we adopted a recoupment, or “clawback”, activity applicative to all performance-based advantage accustomed to the Company’s admiral (even afterwards they leave Symantec). In August 2018,

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our Lath added broadcast this clawback activity to acquiesce for advantage for assertive violations of the Company’s policies. This adapted activity supplements the acknowledged clawback rights we admission had in all of our controlling advantage diplomacy aback budgetary 2009 (providing for the acknowledgment of any antithesis advantage accustomed by an controlling ambassador if our banking statements are the accountable of a digest due to absurdity or misconduct).

Insider Trading, Ambiguity and Alliance Behavior

Our Cabal Trading Activity prohibits all admiral and advisers from short-selling Symantec banal or agreeable in diplomacy involving Symantec-based acquired securities, including, but not bound to, trading in Symantec-based advantage diplomacy (for example, diplomacy and/or autograph puts and calls). It additionally prohibits alliance Symantec banal as accessory for a loan. Admitting this policy, the Lath accustomed a abandonment from the prohibition adjoin diplomacy with ceremony to acquired antithesis for Mr. Feld and Starboard alone for the purpose of enabling Starboard to exercise the advanced diplomacy that were in actuality afore Mr. Feld was appointed to the Lath and that were declared in Starboard’s Agenda 13D with ceremony to the Aggregation filed with the SEC on August 16, 2018. The admission of this abandonment was conditioned aloft Mr. Feld’s and Starboard’s acquiescence with all applicative laws and all added accoutrement of our Cabal Trading Activity in affiliation with such acquired antithesis transactions.

In addition, our Cabal Trading Activity prohibits our directors, officers, advisers and contractors from purchasing or diplomacy Symantec antithesis while in ascendancy of material, clandestine information. It additionally requires that ceremony of our directors, our Arch Controlling Officer, our President, and our Arch Banking Ambassador conduct any accessible bazaar sales of our antithesis alone through use of banal trading diplomacy adopted pursuant to Aphorism 10b5-1 of the Barter Act. Aphorism 10b5-1 allows assembly to advertise and alter their backing in our banal over a appointed aeon by adopting pre-arranged banal trading diplomacy at a time aback they are not acquainted of complete nonpublic admonition about us, and thereafter advertise shares of our accustomed banal in accordance with the acceding of their banal trading diplomacy afterwards attention to whether or not they are in ascendancy of complete nonpublic admonition about the Aggregation at the time of the sale. All added admiral are acerb encouraged to barter appliance Barter Act Aphorism 10b5-1 plans.

Tax and Accounting Considerations on Advantage

The banking advertisement and assets tax after-effects to the Aggregation of alone advantage elements are important considerations for the Advantage Lath aback it reviews advantage practices and makes advantage decisions. While alignment advantage programs that aftereffect in added favorable tax and banking advertisement assay is a accustomed principle, the Advantage Lath balances these goals with added business needs that may be inconsistent with accepting the best favorable tax and accounting assay for ceremony basal of its compensation.

Deductibility by Symantec. Section 162(m) of the Cipher about disallows accessible companies a tax answer for federal assets tax purposes of accomplishment in antithesis of $1 million paid to assertive controlling officers. While the Advantage Lath may accede the deductibility of awards as one agency in chargeless our controlling compensation, it additionally looks at added factors in accurate its controlling advantage decisions and retains the adaptability to admission awards or pay advantage the Advantage Lath determines to be connected with its goals for Symantec’s controlling advantage program, alike if the awards may not be deductible by Symantec for tax purposes.

Recent changes to Section 162(m) in affiliation with the admission of the Tax Cuts and Jobs Act repealed the barring to the deductibility complete that were advanced accessible for “qualified performance-based compensation” (including banal advantage grants, performance-based banknote bonuses and performance-based disinterestedness awards, such as performance-based belted banal units) able for

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taxable years alpha afterwards December 31, 2017. Advantage paid to assertive of our controlling admiral for taxable years alpha above-mentioned to December 31, 2017 charcoal deductible if such advantage would contrarily be deductible for such taxable year. The Tax Cuts and Jobs Act additionally added the cardinal of controlling admiral who are afflicted by the accident of deductibility able for taxable years alpha afterwards December 31, 2017. As a result, any advantage paid to assertive of our controlling admiral for taxable years alpha afterwards December 31, 2017 in antithesis of $1 million will be non-deductible unless it qualifies for alteration abatement afforded by the Tax Cuts and Jobs Act to advantage payable pursuant to assertive bounden align in aftereffect on November 2, 2017 (including performance-based belted banal units accustomed to our controlling admiral who were “covered employees” aural the acceptation of Section 162(m) that were brash to accredit as performance-based advantage for purposes of Section 162(m) and that were accustomed above-mentioned to such time but not yet vested or settled).

We admission that advantage bulk incurred in ceremony of the exercise of our banal options accustomed to our controlling admiral above-mentioned to November 2, 2017 will abide to be deductible pursuant to this alteration rule. However, because of uncertainties in the estimation and accomplishing of the changes to Section 162(m) in the Tax Cuts and Jobs Act, including the ambit of the alteration relief, we can activity no affirmation of such deductibility with ceremony to acquittal of banknote bonuses paid or RSUs or PRUs acclimatized afterwards December 31, 2017.

Tax Implications for Officers. Section 409A of the Cipher imposes added assets taxes on controlling admiral for assertive types of deferred advantage that do not accede with Section 409A. The Aggregation attempts in adequate acceptance to anatomy advantage so that it either conforms with the requirements of or qualifies for an barring beneath Cipher Section 409A. Sections 280G and 4999 of the Cipher imposes an customs tax on payments to admiral of severance or change of ascendancy advantage that beat the levels authentic in the Section 280G rules. Our declared controlling admiral could admission the amounts apparent in the aloft advantaged “Potential Payments Aloft Abortion or Change-in-Control” (beginning on page 91 below) as severance or change of ascendancy payments that could accuse this customs tax. As mentioned above, we do not activity our admiral as allotment of their change of ascendancy allowances any gross ups accompanying to this customs tax beneath Cipher Section 4999.

Accounting Considerations. The Advantage Lath additionally considers the accounting and banknote breeze implications of assorted forms of controlling compensation. In its banking statements, the Aggregation annal salaries and cash-based performance-based advantage incentives as costs in the bulk paid, or estimated to be paid, to the declared controlling officers. Accounting rules additionally crave the Aggregation to almanac an bulk in its banking statements for disinterestedness awards, alike admitting disinterestedness awards are not paid in banknote to employees. The accounting bulk of disinterestedness awards to advisers is afflicted in accordance with the requirements of FASB Accounting Standards Codification Affair 718. The Advantage Lath believes, however, that the abounding advantages of disinterestedness compensation, as discussed above, added than atone for the non-cash accounting bulk associated with them.

Compensation Lath Interlocks and Cabal Accord

The associates of the Advantage Lath during budgetary 2018 were Geraldine B. Laybourne, David L. Mahoney, Robert S. Miller and Daniel H. Schulman. None of the associates of the Advantage Lath in budgetary 2018 were at any time during budgetary 2018 or at any added time an ambassador or abettor of Symantec or any of its subsidiaries, and none had or admission any relationships with Symantec that are adapted to be arise beneath Item 404 of Acclimation S-K. None of Symantec’s controlling admiral has served as a associate of the lath of directors, or as a associate of the advantage or agnate committee, of any article that has one or added controlling admiral who served on our Lath or Advantage Lath during budgetary 2018.

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Compensation Lath Abode

The admonition complete in the afterward abode of Symantec’s Advantage Lath is not brash to be “soliciting material,” “filed” or congenital by advertence in any able or approaching filing by Symantec beneath the Barter Act or the Antithesis Act of 1933 unless and alone to the admeasurement that Symantec accurately incorporates it by reference. The Advantage Lath has brash and discussed with administering the CD&A complete in this proxy statement. Based on this assay and discussion, the Advantage Lath has recommended to the Lath that the CD&A be included in this proxy ceremony and our Ceremony Abode on Anatomy 10-K for the budgetary year assured March 30, 2018.

By: The Advantage and Administering Development Lath of the Board:

David L. Mahoney (Chair)

Peter A. Feld*

Geraldine B. Laybourne

Robert S. Miller

Daniel H. Schulman

Joined the Advantage Lath on September 16, 2018.

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Summary of Advantage

The afterward table shows for the budgetary year assured March 30, 2018, advantage awarded to or paid to, or adequate by ceremony alone who served as our Arch Controlling Officer, our Arch Banking Ambassador during budgetary 2018 and the three best awful compensated controlling admiral who were confined as controlling admiral (other than as our Arch Controlling Ambassador or Arch Banking Officer) at the end of budgetary 2018 (the “named controlling officers”).

Summary Advantage Table for Budgetary 2018

Name and PrincipalPosition

Gregory S. Clark

Chief Controlling Officer

Nicholas R. Noviello

Executive Vice Admiral and CFO

Michael D. Fey

President and COO

Scott C. Taylor

Executive Vice President, Accustomed Admonition and Secretary

Francis C. Rosch

Former Controlling Vice President, Consumer Agenda Safety*

Mr. Rosch served as our Controlling Vice President, Consumer Agenda Safety through June 28, 2018.

The amounts apparent in this cavalcade reflect the accumulated admission date fair bulk of awards, afflicted in accordance with Banking Accounting Standards Lath (“FASB”) Accounting Standards Codification (“ASC”) Affair 718 for RSUs and PRUs) and was bent based on the fair bulk of our accustomed banal on the date of grant/modification, except for the amounts listed for Messrs. Clark, Noviello and Fey for budgetary 2017 and declared added in comment 6 below. For a altercation of the appraisal alignment acclimated to bulk the PRUs awarded during budgetary years 2016, 2017 and 2018, see comment 2 below. For accommodation of the awards accustomed in budgetary 2018, see the table “Grants of Plan-Based Awards”, below.

The FY18 PRUs are based on a three-year accomplishment period. The FY18 PRUs are adequate to be adequate if we accomplish at diminutive the alpha akin of the accomplishment ambition for adapted non-GAAP EPS for budgetary 2018 and at diminutive the alpha akin of the accomplishment goals for about TSR adjoin the Nasdaq 100 abject for the two- and three- year periods catastrophe budgetary 2019 and budgetary 2020, respectively. Depending on our accomplishment of these metrics, 0% to 200% of the ambition shares are adequate to be adequate at the end of budgetary 2020, provided the actor is alive with the Aggregation through the end of budgetary 2020, with assertive exceptions. One-half of the adequate shares will be based on the accomplishment of the adapted non-GAAP EPS accomplishment goal, one-quarter of the adequate shares will be based on the accomplishment of the two-year about TSR accomplishment goal, and the complete one-quarter of shares will be based on the accomplishment of the three-year about TSR accomplishment goal.

The FY17 PRUs were a ancient architecture accolade based on a one-year accomplishment aeon assured budgetary 2018. The FY17 PRUs are adequate to be adequate if we accomplish at diminutive 50% of the ambition akin non-GAAP operating assets accomplishment for budgetary 2018. Depending on our accomplishment of this metric, 0% to 300% of the ambition shares were adequate to be adequate with the aboriginal 250% of the ambition shares adequate to be adequate at the end of budgetary 2018 and any complete adequate shares (up to 50% for an accumulated of 300%) adequate to be adequate at the end of budgetary 2019, provided the actor is alive with the Aggregation through the end of budgetary 2019 with assertive exceptions.

The FY16 PRUs are based on a three-year accomplishment period. The FY16 PRUs are adequate to be adequate if we accomplish at diminutive 70% of the ambition akin non-GAAP EPS performance. Depending on our accomplishment of this metric, 0% to 133% of the ambition shares was adequate to be adequate at the end of the budgetary 2016, based on, and accountable to added acclimation as a aftereffect of, the accomplishment of the TSR ambition for our Aggregation as compared to the S&P 500 (the market-related component) in budgetary 2017 and 2018. If any ambition shares become adequate (the “eligible shares”) to be adequate as a aftereffect of accomplishment of the performance-related component, afresh 50% to 150% of one-half of the adequate shares may be adequate based on the accomplishment of the TSR ambition for the aboriginal and added budgetary years and 50% to 150% of the complete one-half of the adequate shares (plus any adequate shares not adequate at the end of the added budgetary year) may be adequate based on the accomplishment of the TSR ambition for the first, added and

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The table beneath sets alternating the admission date fair bulk (prior to any applicative modifications) bent in accordance with ASC Topic 718 attack for the performance-related apparatus of these awards (i) based aloft the apparent aftereffect of the budgetary years 2016, 2017 and 2018 performance-related basal as of the admission date, and (ii) based aloft accomplishing the best akin of accomplishment beneath the budgetary years 2016, 2017 and 2018 performance-related basal as of the admission date. Additionally set alternating beneath are the admission date fair ethics pertaining to the market-related basal or the TSR acclimation and cogent inputs and assumptions acclimated in the Monte Carlo model, bent aloft admission in budgetary years 2016, 2017 and 2018, and which are not accountable to apparent or best aftereffect assumptions.

Name

Gregory S. Clark

Nicholas R. Noviello

Michael D. Fey

Scott C. Taylor

Francis C. Rosch

Grant Date

6/9/2017

6/10/2015

We adapted the accomplishment metrics beneath our FY17 PRU grants on March 8, 2017. The incremental modification accuse were based on the Company’s banal bulk on the date of the modification ($29.60) assorted by the incremental accustomed accomplishment allotment assorted by the cardinal of accustomed units. Animation and absorption bulk were not factors.

For Messrs. Clark, Noviello and Fey, budgetary 2018 apparent ceremony executive’s aboriginal abounding budgetary year with Symantec afterward the accretion of Blue Coat by Symantec in August 2016. The amounts listed for budgetary 2018 for such admiral board ceremony executive’s aboriginal full-year disinterestedness allurement admission by Symantec. The grants listed for such admiral in budgetary 2017 do not booty into ceremony any grants such admiral accustomed in budgetary 2017 by Blue Coat above-mentioned to the aing of the acquisition.

No ceremony ceremony beneath the FY18 Controlling Ceremony Allurement Plan was adequate in budgetary 2018 because the basal alpha accomplishment metrics were not met.

Represents (a) $199,665 for allotment agnate payments on banal awards, (b) $7,000 of analogous contributions to Mr. Clark’s ceremony beneath our 401(k) plan, (c) $155,196 accompanying to our accouterment of car and disciplinarian casework for Mr. Clark, and (d) $3,075 accustomed assets accuse to Mr. Clark for claimed cartage flights on the accumulated aircraft.

Represents the abject bacon adequate by such controlling from the closing of the Blue Coat accretion in August 2016 through the end of budgetary 2017. The budgetary 2017 ceremony abject bacon for Messrs. Clark, Noviello, and Fey was $1,000,000, $650,000 and $865,000, respectively. Mr. Fey’s ceremony abject salary, initially set at $800,000 in August 2016, was added to $865,000 able February 1, 2017.

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These amounts represent the incremental fair ethics of adapted PRUs that were accustomed above-mentioned to and afflicted by us at the closing of the Blue Coat acquisition. Beneath SEC rules, we are adapted to acknowledge in the Banal Awards cavalcade the admission date fair bulk of ceremony disinterestedness accolade computed in accordance with ASC 718. However, no admission date fair bulk was recorded by Symantec for these awards in accordance with ASC 718 because they were awarded by Blue Coat’s lath of admiral above-mentioned to the closing of the Blue Coat acquisition. As a result, the amounts arise in the Banal Awards cavalcade aloft may understate the advantage awarded to these controlling admiral for budgetary 2017 because they do not board any admission date fair bulk for such awards. In March 2017 we adapted the accomplishment metrics beneath our FY17 PRU grants to reflect both the appulse of the acquisitions of Blue Coat and LifeLock on the budgetary 2017 banking plan and to ceremony for the transformational appulse on our business of our bulk and complication abridgement initiatives. As a aftereffect of these adjustments, incremental fair ethics of the adapted awards are included in the Banal Awards cavalcade aloft and added declared in the table below.

Name

Gregory S. Clark

Michael D. Fey

Nicholas R. Noviello

Represents the controlling officer’s ceremony ceremony beneath the FY17 Controlling Ceremony Allurement Plan, which was adequate in budgetary 2017 and paid in budgetary 2018.

Represents (a) $250,000 in ceremony acquittal adequate by Mr. Clark above-mentioned to the closing of the Blue Coat accretion beneath Blue Coat’s Budgetary 2017 Ceremony Plan, but paid by Symantec in October 2016, (b) $75,000 for acceding of Mr. Clark’s attorney’s fees in affiliation with the acceding of his appliance acceding with us, (c) $32,515 for allotment agnate payments on banal awards, (d) $17,422 accompanying to our accouterment of car and disciplinarian casework for Mr. Clark and (e) $5,000 of analogous contributions to Mr. Clark’s ceremony beneath our 401(k) plan.

Represents (a) $34,685 for allotment agnate payments on banal awards, (b) $6,271 of analogous contributions to Mr. Noviello’s ceremony beneath our 401(k) plan, (c) $5,000 for acceding for tax services, (d) $930 in contributions to Mr. Noviello’s Company-sponsored abiding affliction allowance and (e) $720 in Aggregation wellness credit.

Represents (a) $162,500 in ceremony acquittal adequate by Mr. Noviello above-mentioned to the closing of the Blue Coat accretion beneath Blue Coat’s Budgetary 2017 Ceremony Plan, but paid by Symantec in October 2016, (b) $5,417 of analogous contributions to Mr. Noviello’s ceremony beneath our 401(k) plan and (c) $4,823 for allotment agnate payments on banal awards.

Represents (a) $24,817 for allotment agnate payments on banal awards, (b) $6,000 of analogous contributions to Mr. Fey’s ceremony beneath our 401(k) plan, (c) $6,000 for acceding for tax services, (d) $4,085 for advantage of costs accompanying to appearance at the budgetary 2018 sales achiever’s trip, and (d) $930 in contributions to Mr. Fey’s Company-sponsored abiding affliction insurance.

Represents (a) $125,000 in ceremony acquittal adequate by Mr. Fey above-mentioned to the closing of the Blue Coat accretion beneath Blue Coat’s Budgetary 2017 Ceremony Plan, but paid by Symantec in October 2016 and (b) $6,000 of analogous contributions to Mr. Fey’s ceremony beneath our 401(k) plan.

Represents (a) $614,283 for allotment agnate payments on banal awards, (b) $4,625 of analogous contributions to Mr. Taylor’s ceremony beneath our 401(k) plan, (c) $1,950 for acceding for tax services, and (d) $930 in contributions to Mr. Taylor’s Company-sponsored abiding affliction insurance.

Represents an added ceremony paid to Mr. Taylor in affiliation with his ceremony as a associate of the Acclimation of the Admiral during the CEO alteration activity arise in April 2016.

Represents (a) $354,812 for allotment agnate payments on banal awards, (b) $5,125 of analogous contributions to Mr. Taylor’s ceremony beneath our 401(k) plan, and (c) $3,525 for acceding for tax services.

Represents the controlling officer’s ceremony ceremony beneath the Controlling Ceremony Allurement Diplomacy for budgetary 2016, which was adequate in budgetary 2016 and paid in budgetary 2017.

Represents (a) $60,816 for allotment agnate payments on banal awards, (b) $15,834 for acceding for tax services, (c) $6,188 of analogous contributions to Mr. Taylor’s ceremony beneath our 401(k) plan, (d) $2,335 in contributions to Mr. Taylor’s Company-sponsored activity allowance activity and (e) $855 in contributions to Mr. Taylor’s Company-sponsored abiding affliction insurance.

Represents (a) $722,048 for allotment agnate payments on banal awards, (b) $6,000 of analogous contributions to Mr. Rosch’s ceremony beneath our 401(k) plan, (c) $4,415 for acceding for tax services, (d) $22,386 for advantage of costs accompanying to appearance at the budgetary 2018 sales achiever’s trip, and (e) $210 in contributions to Mr. Rosch’s Company-sponsored abiding affliction insurance.

Mr. Rosch’s abject ceremony bacon added from $525,000 to $700,000 during budgetary 2017 to atone him for his broadcast role and responsibilities afterward the LifeLock acquisition.

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Represents (a) $440,020 for allotment agnate payments on banal awards, (b) $8,063 of analogous contributions to Mr. Rosch’s ceremony beneath our 401(k) plan, (c) $7,907 for advantage of costs accompanying to appearance at the budgetary 2016 sales achiever’s trip, and (d) $5,975 for acceding for tax and services.

Represents (a) $55,763 for allotment agnate payments on banal awards, (b) $23,853 for advantage of costs accompanying to appearance at the budgetary 2015 sales achiever’s cruise and paid in budgetary 2016, (c) $6,638 of analogous contributions to Mr. Rosch’s ceremony beneath our 401(k) plan, (d) $6,211 for conjugal medical benefits, (e) $2,955 for acceding for tax casework and (f) $1,914 in contributions to Mr. Rosch’s Company-sponsored activity allowance policy.

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The afterward table shows for the budgetary year assured March 30, 2018 assertive admonition apropos grants of plan-based awards to our declared controlling admiral from our allurement plans:

Grants of Plan-Based Awards in Budgetary 2018

Estimated Approaching Payouts

Under Non-Equity Allurement PlanAwards(1)

Estimated Approaching PayoutsUnder Disinterestedness Allurement PlanAwards(2)

Name

Clark, Gregory S.

Noviello, Nicholas R.

Fey, Michael D.

Taylor, Scott C

Rosch, Francis C.

Represents threshold, ambition and best payouts with ceremony to ceremony applicative metric beneath the FY18 Controlling Ceremony Allurement Plan. For a arbitrary of the acceding of the FY18 Controlling Ceremony Allurement Plan, see “Compensation Discussion & Assay (CD&A) — Advantage Apparatus — Controlling Ceremony Allurement Plan” alpha on folio 69.

The amounts apparent in these rows reflect the threshold, target, and best abeyant adequate shares to be adequate for the PRUs awarded during budgetary 2018 and as added declared in the CD&A aloft alpha on folio 60. These FY18 PRUs are adequate to be adequate at the end of budgetary 2020 and are based on the accomplishment of accomplishment goals for adapted non-GAAP EPS for the one-year accomplishment aeon assured March 30, 2018 and the about TSR baronial for our Aggregation as compared to the Nasdaq 100 abject for the two- and three- year accomplishment periods catastrophe March 29, 2019 and April 3, 2020, respectively.

These RSUs belong as to 30% on June 1, 2018, 30% on June 1, 2019, and 40% on June 1, 2020.

The accumulated admission date fair bulk of the disinterestedness allurement plan awards is afflicted by adding the ambition cardinal of shares by the PRU admission date fair bulk on June 9, 2017, which was $34.32. For added accommodation on the admission date fair bulk of the PRUs, see footnotes 1 and 2 to the Arbitrary Advantage Table above. The accumulated admission date fair bulk of Added Banal Awards is the cardinal of shares assorted by the RSU admission date fair bulk on June 9, 2017, which was $29.71.

For a arbitrary of the acceding of the FY18 Controlling Ceremony Allurement Plan, see “Compensation Discussion & Assay (CD&A) — Advantage Apparatus — Controlling Ceremony Allurement Plans” above. Accommodation of dispatch of the disinterestedness awards declared are arise beneath “Compensation Discussion & Assay (CD&A) — Bloom and Welfare Benefits; Allowances — Change in Ascendancy and Severance Arrangements” aloft and “Potential Payments Aloft Abortion or Change-in-Control” below.

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The afterward table shows for the budgetary year assured March 30, 2018, assertive admonition apropos outstanding disinterestedness awards at budgetary ceremony for our declared controlling officers.

Outstanding Disinterestedness Awards at Budgetary Year-End 2018

Name

Gregory S. Clark

Nicholas R. Noviello

Michael D. Fey

Scott C. Taylor

Francis C. Rosch

The bazaar bulk of the disinterestedness awards that admission not vested is afflicted by adding the cardinal of units of banal that admission not vested by the closing bulk of our accustomed banal on March 29, 2018, which was $25.85.

Of the 145,575 shares basal this award, 43,673 shares vested on June 1, 2018, 43,672 shares belong on June 1, 2019 and 58,230 shares belong on June 1, 2020.

These FY18 PRUs are adequate to be adequate at the end of budgetary 2020 and are based on the accomplishment of accomplishment goals for adapted non-GAAP EPS for the one-year accomplishment aeon assured March 30, 2018 and the about TSR baronial for our Aggregation as compared to the Nasdaq 100 abject for the two- and three- year accomplishment periods catastrophe March 29, 2019 and April 3, 2020, respectively. The cardinal of shares and the payout bulk set alternating aloft reflect the ambition abeyant payout which represents 125.25% of the ambition cardinal of PRUs. Ceremony PRU is accountable to the Advantage Committee’s accepting aback acknowledging the acclimation thereof.

Represents an disinterestedness accolade advanced accustomed by Blue Coat and afflicted by Symantec aloft the closing of the Blue Coat acquisition. Aloft assumption, by their terms, these awards adapted into the adapted to admission shares of our accustomed stock, accountable to applicative ceremony or performance-based vesting conditions.

Of the complete 288,499 shares basal this award, 123,642 shares vested on August 1, 2018 and 164,857 shares belong on August 1, 2019.

These FY17 PRUs were adequate to belong at the end of budgetary 2018 based on, and accountable to added acclimation as a aftereffect of, the accomplishment of non-GAAP operating assets for budgetary 2018. The cardinal of shares and the payout bulk set alternating aloft reflect the ambition abeyant payout which represents 268.20% of the ambition cardinal of PRUs. Any accomplishment aloft 250% of ambition will be paid at the end of budgetary 2019, accountable to assertive restrictions. Ceremony PRU is accountable to the Advantage Committee’s accepting aback acknowledging the acclimation thereof.

Of the complete 805,265 unvested shares basal this option, 161,053 shares vested ceremony on the aboriginal of ceremony ages through August 1, 2018.

Of the 67,935 shares basal this award, 20,381 shares vested on June 1, 2018, 20,380 shares belong on June 1, 2019 and 27,174 shares belong on June 1, 2020.

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Of the complete 88,908 shares basal these awards, 16,076 shares vested on June 1, 2018, 31,214 shares belong on August 1, 2018 and 41,618 shares belong on August 1, 2019.

Of the complete 231,613 unvested shares basal this option, about 46,323 shares vested ceremony on the aboriginal of ceremony ages through August 1, 2018.

Of the 135,870 shares basal this award, 40,761 shares vested on June 1, 2018, 40,761 shares belong on June 1, 2019 and 54,348 shares belong on June 1, 2020.

Of the complete 193,017 shares basal this award, 82,722 shares vested on August 1, 2018 and 110,295 shares belong on August 1, 2019.

Of the complete 542,006 unvested shares basal this option, 108,401 shares vested ceremony on the aboriginal of ceremony ages through August 1, 2018.

Of the 43,672 shares basal this award, 13,102 shares vested on June 1, 2018, 13,102 shares belong on June 1, 2019 and 17,468 shares belong on June 1, 2020.

Of the complete 49,714 shares basal this award, 21,306 shares vested on June 1, 2018 and 28,408 shares belong on June 1, 2019.

The complete 19,167 shares basal this accolade vested on June 1, 2018.

These FY16 PRUs were adequate to belong at the end of budgetary 2018 based on, and accountable to added acclimation as a aftereffect of, the accomplishment of the TSR baronial for our Aggregation as compared to the S&P 500 for the 3-year accomplishment aeon assured March 30, 2018. The cardinal of shares and the payout bulk set alternating aloft reflect the best abeyant payout and represents 106.45% of the ambition cardinal of PRUs. Ceremony PRU is accountable to the Advantage Committee’s accepting aback acknowledging the acclimation thereof.

The complete 9,297 shares basal this accolade vested on June 1, 2018.

Of the 116,460 shares basal this award, 34,938 shares vested on June 1, 2018, 34,938 shares belong on June 1, 2019 and 46,584 shares belong on June 1, 2020.

The complete 15,091 shares basal this accolade vested on June 1, 2019.

The complete 31,946 shares basal this accolade vested on June 1, 2018.

The complete 9,297 shares basal this accolade vested on June 1, 2018.

The afterward table shows for the budgetary year assured March 30, 2018, assertive admonition apropos advantage contest and banal vested during the aftermost budgetary year with ceremony to our declared controlling officers:

Option Contest and Banal Vested in Budgetary 2018

Name

Gregory S. Clark

Michael D. Fey

Nicholas R. Noviello

Scott C. Taylor

Francis C. Rosch

The cardinal of shares and bulk able for banal awards set alternating aloft reflect RSU awards vested and arise in budgetary 2018 and PRUs vested in budgetary 2018 and arise in budgetary 2019.

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Non-Qualified Deferred Advantage in Budgetary 2018

The table beneath provides admonition on the non-qualified deferred advantage of the declared controlling admiral for the budgetary year assured March 30, 2018.

Name

Gregory S. Clark

Michael D. Fey

Nicholas R. Noviello

Scott C. Taylor

Francis C. Rosch

In budgetary 2018, assertive administering advisers on our U.S. bulk with a abject bacon of $180,000 or greater, including ceremony of the declared controlling officers, were adequate to participate in the Symantec Association Deferred Advantage Plan. Above-mentioned to January 1, 2017, the plan provided the befalling for participants to adjourn up to 75% of abject bacon and 100% of capricious pay ceremony year. Capricious pay included ceremony allurement plan and agency payments. Cessation elections allegation be fabricated above-mentioned to the alpha of a agenda year and cannot be revoked as of the day anon above-mentioned to admission of that year. The plan is “unfunded” and all deferrals are accustomed assets of Symantec. Amounts deferred by ceremony actor beneath the plan are accustomed to a accounting ceremony maintained on ceremony of ceremony participant. The accounting ceremony beneath the plan will afresh be adapted based on the accomplishment of the altitude funds that admission been declared by the participant. Above-mentioned to January 1, 2017, the altitude funds accessible beneath the plan were essentially identical to the beforehand funds accessible beneath our 401(k) plan. Ceremony actor may change their altitude armamentarium selections on a circadian basis. The plan requires that allowances accumulated in the accounting accounts for ceremony actor not affair a 5-year ceremony affirmation be broadcast to the actor afterward his or her abortion of appliance with us for any reason. If a 5-year ceremony affirmation is met, accumulated allowances in the accounts accustomed above-mentioned to 2017 will be broadcast according to the participant’s appointed acquittal election.

Beginning January 1, 2017, the beforehand options aural the Deferred Advantage Plan were broadcast to board added asset classes. Participants are still able to adjourn up to 75% of bacon and 100% of ceremony allurement payments, but are now able to adjourn up to 100% of sales commissions as a abstracted election. Additionally, participants admission the befalling to admission ceremony year whether to admission that year’s deferrals aloft a authentic date or aloft abortion of employment, and the anatomy of acquittal adopted will be accustomed behindhand of a participant’s aloft of service.

Beginning January 1, 2018, aloft aboriginal entering the Deferred Advantage Plan, a actor has the advantage to accomplish a ancient election, which will administrate to all approaching ceremony balances to actuate how they will be paid in the accident of a change in control. By accurate the ancient acclamation a actor will admission all complete ceremony balances in a agglomeration sum in the ages afterward the ages of termination, if abortion occurs aural two (2) years afterward a change in control. If a participant’s appliance assured afore the change in control, any complete balances will be broadcast in a agglomeration sum aural 90 canicule of the change in control.

Potential Payments Aloft Abortion or Change-In-Control

Set alternating beneath is a description of the diplomacy and agreements (other than the Deferred Advantage Plan) that could aftereffect in abeyant payouts to our declared controlling admiral in the case of their abortion of appliance and/or a change in ascendancy of Symantec. For admonition apropos abeyant

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payouts aloft abortion beneath the Deferred Advantage Plan, in which assertive of our controlling admiral participate, see “Non-Qualified Deferred Advantage in Budgetary 2018” above.

Symantec Controlling Assimilation Plan

In January 2001, the Lath accustomed the Symantec Controlling Assimilation Plan, to accord with appliance abortion connected from a change in ascendancy of the Company. The plan was adapted by the Lath in July 2002, April 2006, June 2007, April 2012, February 2016 and January 2018. Beneath the acceding of the plan, all disinterestedness advantage awards (including, amid others, banal options, RSUs and PRUs) accustomed by the Aggregation to the Company’s Section 16(b) admiral (including our declared controlling officers) would become absolutely vested (at ambition or to the admeasurement of accomplishment for PRUs) and, if applicable, exercisable afterward a change in ascendancy of the Aggregation (as authentic in the plan) afterwards which the officer’s appliance is assured afterwards ceremony or constructively assured by the acquirer aural 12 months afterwards the change in control. In the case of PRUs accustomed above-mentioned to budgetary 2017, PRUs will belong at ambition if the change in ascendancy occurs above-mentioned to the aboriginal accomplishment period, will belong as to adequate shares if the change in ascendancy occurs afterward the aboriginal accomplishment aeon but afore accomplishment is bent with ceremony to the added accomplishment period, and will belong as to the sum of the adequate shares bent to be adequate for the added accomplishment aeon added 50% of the adequate shares if the change in ascendancy occurs afterward the added accomplishment aeon but afore accomplishment is bent with ceremony to the third accomplishment period. In the case of the PRUs accustomed in budgetary 2017, PRUs belong at ambition if the change in ascendancy occurs above-mentioned to the end of the accomplishment aeon and will belong as to complete adequate shares if the change in ascendancy occurs afterward the accomplishment aeon but afore the end of the added vesting period. Additionally, in accordance with the acceding of the PRU accolade agreement, in the case that an executive’s appliance with the Aggregation terminates by acumen of the executive’s death, complete and abiding affliction or an automatic abortion by the Aggregation added than for ceremony (as authentic in the accolade agreement) afterwards the end of the aboriginal year of the accomplishment aeon but above-mentioned to the end of the accomplishment period, afresh the controlling will be advantaged to acquittal of a prorated cardinal of PRUs based on the cardinal of months in the accomplishment aeon during with the controlling was alive by the Company, provided that the Company’s accomplishment met at diminutive the alpha akin of the applicative accomplishment metric during the aboriginal year of the accomplishment period.

The plan additionally provides for the acquittal of a banknote severance ceremony for our declared controlling admiral according to one times such officer’s abject bacon and ambition payout beneath the Controlling Ceremony Allurement Plan applicative to such declared controlling ambassador in the diplomacy declared aloft (i.e., afterward a change in ascendancy of the Aggregation afterwards which the officer’s appliance is assured afterwards ceremony or constructively assured by the acquirer aural 12 months afterwards the change in control.)

Symantec Controlling Severance Plan

In April 2012, the Advantage Lath adopted the Symantec Controlling Severance Plan to board severance allowances to authentic admiral of Symantec, including our declared controlling officers. The controlling admiral allegation accommodated assertive acceptance in acclimation to participate in the plan, including, amid added criteria, (i) the controlling ambassador was involuntarily assured from alive appliance added than for ceremony (as authentic in the plan); (ii) the controlling ambassador was not assured due to the auction of a business, allotment of a business, denial or aftereffect and offered appliance aloft acceding and altitude essentially identical to those in aftereffect anon above-mentioned to such sale, denial or spin-off; and (iii) the controlling ambassador is not advantaged to severance beneath any added plan, fund, program, policy, acclimation or abundant accounting acceding accouterment for severance allowances that is sponsored or adjourned by Symantec.

Under the acceding of the plan, the controlling ambassador will admission severance payments according to one times the sum of his or her abject bacon in aftereffect at the time of his or her automatic termination. The controlling ambassador will additionally admission a ancient ceremony of $15,000, bare taxes and added accurately adapted

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deductions. The controlling ambassador is additionally advantaged to admission six months of outplacement services, including counseling and guidance. The controlling ambassador is alone amenable for all COBRA premiums for his or her assiduity coverage.

In budgetary 2016, the Advantage Lath revised the plan to board an added acquittal agnate to 75% of the controlling officer’s prorated ambition allurement ceremony beneath the Controlling Ceremony Allurement Plan in aftereffect for such budgetary year to the controlling ambassador who was assured in the added bisected of such budgetary year and was alive in adequate continuing for a minimum of six (6) months above-mentioned to his or her abortion date. This acquittal was added to assimilate allowances to all of our controlling admiral and to be aggressive with all-embracing bazaar practices.

Payment of severance payments, ancient ceremony payment, outplacement casework and 75% of the prorated ambition ceremony beneath the Controlling Ceremony Allurement Plan pursuant to the Symantec Controlling Severance Plan is accountable to the applicative controlling ambassador abiding a absolution of claims adjoin Symantec.

Gregory S. Clark

The afterward table summarizes the bulk of the payouts to Mr. Clark pursuant to the Symantec Controlling Assimilation Plan, the Symantec Controlling Severance Plan and Mr. Clark’s appliance agreement, d a condoning abortion as of March 30, 2018 (intrinsic ethics of disinterestedness awards are based aloft the closing bulk for a allotment of our accustomed banal of $25.85 on March 29, 2018 bare the exercise price):

Involuntary Abortion Because of Bazaar Altitude or Assay Performance

Termination Afterwards Ceremony or Able Abortion Aural 12 Months of a Change of Control

Termination Afterwards Cause

Termination Due to Afterlife or Disability

Nicholas R. Noviello

The afterward table summarizes the bulk of the payouts to Mr. Noviello pursuant to the Symantec Controlling Assimilation Plan and the Symantec Controlling Severance Plan, d a condoning abortion as of March 30, 2018 (intrinsic ethics of disinterestedness awards are based aloft the closing bulk for a allotment of our accustomed banal of $25.85 on March 29, 2018 bare the exercise price):

Involuntary Abortion Because of Bazaar Altitude or Assay Performance

Termination Afterwards Ceremony or Able Abortion Aural 12 Months of a Change of Control

Termination Afterwards Cause

Termination Due to Afterlife or Disability

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Michael D. Fey

The afterward table summarizes the bulk of the payouts to Mr. Fey pursuant to the Symantec Controlling Assimilation Plan and the Symantec Controlling Severance Plan, d a condoning abortion as of March 30, 2018 (intrinsic ethics of disinterestedness awards are based aloft the closing bulk for a allotment of our accustomed banal of $25.85 on March 29, 2018 bare the exercise price):

Involuntary Abortion Because of Bazaar Altitude or Assay Performance

Termination Afterwards Ceremony or Able Abortion Aural 12 Months of a Change of Control

Termination Afterwards Cause

Termination Due to Afterlife or Disability

Scott C. Taylor

The afterward table summarizes the bulk of the payouts to Mr. Taylor pursuant to the Symantec Controlling Assimilation Plan and the Symantec Controlling Severance Plan, d a condoning abortion as of March 30, 2018 (intrinsic ethics of disinterestedness awards are based aloft the closing bulk for a allotment of our accustomed banal of $25.85 on March 29, 2018):

Involuntary Abortion Because of Bazaar Altitude or Assay Performance

Termination Afterwards Ceremony or Able Abortion Aural 12 Months of a Change of Control

Termination Afterwards Cause

Termination Due to Afterlife or Disability

Former Officer:

Francis C. Rosch

Mr. Rosch served as our Controlling Vice President, Consumer Agenda Safety through June 28, 2018. Mr. Rosch larboard the Aggregation voluntarily and appropriately was not advantaged to and did not admission any payouts beneath the Symantec Controlling Assimilation Plan or the Symantec Controlling Severance Plan.

CEO Pay Acclimation

As adapted by Section 953(b) of the Dodd-Frank Wall Artery Ameliorate and Consumer Protection Act, we are accouterment the acclimation of the ceremony complete advantage of Mr. Clark, our CEO, to the boilerplate of the ceremony complete advantage of our employees. We admission that the pay acclimation arise beneath is a reasonable appraisal afflicted in a abode connected with Item 402(u) of Acclimation S-K. SEC rules for anecdotic the boilerplate abettor and artful the pay acclimation acquiesce companies to administrate assorted methodologies and administrate assorted assumptions and, as result, the pay acclimation arise by us may not be commensurable to the pay acclimation arise by added companies.

Symantec is a all-around cybersecurity aggregation and operates in 46 countries. As of the end of budgetary 2018, March 30, 2018, we alive 11,830 advisers globally. Of our complete workforce, about

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48% was based in the United States and 52% was based alfresco of the United States as of the end of budgetary 2018. Our advantage programs and accolade offerings are brash to reflect bounded bazaar practices aloft our all-around operations.

Pay Ratio:

Mr. Clark’s budgetary 2018 ceremony complete advantage was $17,347,581, as arise in the “Total” cavalcade of the “2018 Arbitrary Advantage Table” in this proxy statement.

The budgetary 2018 ceremony complete advantage of our boilerplate abettor (other than our CEO) was $102,869.

Based on this information, the pay acclimation of the ceremony complete advantage our CEO to the boilerplate of the ceremony complete advantage of our advisers is 168.6 to 1.

Identification of the Boilerplate Employee:

For purposes of anecdotic our boilerplate employee, we acclimated our all-around abettor citizenry as of March 30, 2018, articular based on our all-around animal assets acclimation of record, across-the-board of all accustomed advisers alive by the aggregation as of that date. We acclimated complete absolute advantage as our consistently activated advantage measure. In this context, complete absolute advantage is the sum of the annualized bulk of abject salary, the ceremony allurement ambition bulk or ceremony agency ambition bulk in aftereffect as of March 30, 2018, and the admission date fair bulk of all disinterestedness awards accustomed during budgetary 2018. Part-time employees’ advantage reflects their part-time pay rate. Banknote advantage abstracts were adapted from bounded bill to U.S. dollars appliance the barter bulk the Aggregation acclimated for 2018 centralized allotment purposes. Symantec did not beforehand the de minimis absolution to annihilate countries apery no added than 5% of our all-around citizenry in the accumulated as accustomed by SEC rules.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related-Person Diplomacy Activity and Activity

Symantec has adopted a accounting accompanying actuality diplomacy activity which provides for the Company’s behavior and procedures apropos the identification, review, appliance and approval or acceptance of “related actuality transactions.” The Nominating and Babyminding Lath reviews diplomacy that may be “related actuality transactions,” which are diplomacy amid Symantec and any accompanying bodies in which the accumulated bulk circuitous exceeds or may be accustomed to beat $120,000, and in which the accompanying actuality has or will admission a complete or aberrant complete interest. For purposes of the policy, a accompanying actuality is any Symantec controlling officer, director, appointee for director, or stockholder captivation added than 5% of any chic of Symantec’s voting securities, in ceremony case, aback the alpha of the antecedent budgetary year, and their complete ancestors members.

Under the policy, absent any facts or diplomacy advertence adapted or abnormal allowances to the accompanying person, the afterward diplomacy are accounted not to be “related actuality transactions” (meaning the accompanying actuality is accounted to not admission a complete or aberrant complete absorption in the transaction):

compensation to controlling admiral bent by Symantec’s Advantage Committee;

any transaction with accession aggregation at which a accompanying actuality is a ambassador or an abettor (other than an controlling officer) if the accumulated bulk circuitous does not beat the greater of $2,000,000, or three percent of that company’s complete ceremony gross revenues, provided that the transaction involves the acquirement of either company’s appurtenances and casework and the transaction is accountable to accustomed barter acceding and is in the accustomed beforehand of business and the accompanying actuality is not circuitous in the acceding of the transaction;

any advantage paid to a ambassador if the advantage is adapted to be arise in Symantec’s proxy statement;

any transaction aloft the accompanying person’s absorption arises alone from the diplomacy of the Company’s accustomed banal and all holders of the Company’s accustomed banal accustomed the aforementioned ceremony on a pro rata basis;

any accommodating contribution, admission or accolade by Symantec or the Symantec Foundation to a accommodating organization, foundation or university at which a accompanying person’s alone accord is as a ambassador or an abettor (other than an controlling officer), if the accumulated bulk circuitous does not beat $120,000, or any non-discretionary analogous contribution, admission or accolade fabricated pursuant to a analogous allowance program;

any transaction aloft the ante or accuse circuitous are bent by aggressive bids;

any transaction involving the apprehension of casework as a accustomed or acclimation carrier, or accessible utility, at ante or accuse anchored in acquiescence with law or authoritative authority; or

any transaction involving casework as a coffer depositary of funds, alteration agent, registrar, trustee beneath a assurance indenture, or agnate services.

Under the policy, associates of Symantec’s acknowledged administering assay diplomacy involving accompanying bodies that do not abatement into one of the aloft categories. If they actuate that a accompanying actuality could admission a cogent absorption in a transaction, the transaction is referred to the Nominating and Babyminding Committee. In addition, diplomacy may be articular through Symantec’s Cipher of Conduct or added Symantec behavior and procedures, and arise to the Nominating and Babyminding Committee. The Nominating and Babyminding Lath determines whether the accompanying actuality has a complete absorption in a transaction and may approve, ratify, aish or booty added activity with ceremony to the transaction.

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Certain Accompanying Actuality Diplomacy

Investments by Firms Affiliated with our Admiral

On February 3, 2016, Symantec entered into an beforehand acceding with beforehand entities affiliated with Silver Lake, apropos to the arising to Silver Lake of $500 million arch bulk of 2.5% convertible apart notes, due 2021. In affiliation with the investment, Kenneth Y. Hao, a managing accomplice and managing ambassador of Silver Lake, was appointed to our Board.

On June 12, 2016, Symantec entered into an beforehand acceding with beforehand entities affiliated with Silver Lake and Bain Basal apropos to the arising of $1.25 billion accumulated arch bulk of 2.0% convertible apart addendum due 2021. Pursuant to the beforehand agreement, Silver Lake, a clandestine disinterestedness aing of which Mr. Hao is a managing accomplice and managing director, has agreed to acquirement $500 million accumulated arch bulk of the notes, and Bain Capital, clandestine disinterestedness aing of which Mr. Humphrey is a managing director, has agreed to acquirement $750 million accumulated arch bulk of the notes. The diplomacy advised by this beforehand acceding bankrupt accordingly with the closing of the Blue Coat accretion on August 1, 2016. In affiliation with the investment, David W. Humphrey, a managing ambassador of Bain Capital, was appointed to our Board.

The 2.5% convertible apart notes, due 2021 (the “2.5% Notes”), buck absorption at a bulk of 2.5% per annum. The 2.0% convertible apart notes, due 2021 (the “2.0% Notes” and, calm with the 2.5% Notes, collectively, the “Notes”), buck absorption at a bulk of 2.0% per annum. Absorption is payable semiannually in banknote beneath the Notes. The antecedent about-face bulk for the 2.5% Addendum was 59.6341 shares of our accustomed stock, and banknote in lieu of apportioned shares, per $1,000 arch bulk of the 2.5% Notes, which was agnate to an antecedent about-face bulk of about $16.77 per allotment of accustomed stock. The antecedent about-face bulk for the 2.0% Addendum was 48.9860 shares of our accustomed stock, and banknote in lieu of apportioned shares, per $1,000 arch bulk of the 2.0% Notes, which was agnate to an antecedent about-face bulk of about $20.41 per allotment of accustomed stock. The about-face ante beneath the Addendum are accountable to accustomed anti-dilution adjustments. Holders may abandonment their Addendum for about-face at any time above-mentioned to the aing of business on the business day anon above-mentioned the adeptness date for the Notes.

As of March 30, 2018, $1.75 billion in accumulated arch bulk of the Addendum was outstanding. During budgetary 2018, we paid an accumulated of $37.5 million in absorption on the Notes.

Symantec additionally entered into a Allotment Rights Acceding pursuant to which holders of the Addendum admission assertive allotment rights with ceremony to the Addendum and the shares of our accustomed banal issuable aloft about-face of the Notes.

Reinvestment Agreements with our Controlling Admiral

On June 12, 2016, we entered into reinvestment agreements with Mr. Clark and GSC-OZ Beforehand LLC, an article controlled by Mr. Clark, pursuant to which the parties agreed to purchase, in the aggregate, 2,329,520 shares our accustomed banal for an accumulated acquirement bulk of $40,300,696. On August 1, 2016, we issued and awash these shares to Mr. Clark and GSC-OZ Beforehand LLC. The agreements board that, in the aggregate, 207,907 of such shares will belong ceremony until October 30, 2019, accountable to Mr. Clark’s connected ceremony to the Company, and that all of the shares are accountable to alteration restrictions. These alteration restrictions were aerial on August 1, 2017 aback our accustomed banal able the authentic accumulated abounding boilerplate trading bulk over a authentic aeon as set alternating in the agreements.

On June 12, 2016, we entered into a reinvestment acceding with ceremony of Mr. Fey and Mr. Noviello pursuant to which ceremony of Mr. Fey and Mr. Noviello agreed not to alteration assertive shares of accustomed banal to be issued aloft exercise of options captivated by Mr. Fey and Mr. Noviello. On August 1, 2017 these shares were arise from alteration restrictions aback our accustomed banal able the authentic accumulated abounding boilerplate trading bulk over a authentic aeon as set alternating in the agreements.

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Transactions with Starboard Bulk LP

In September 2018, the Aggregation entered into the Starboard Acceding with Starboard, an associate of Mr. Feld. For added about the Starboard Agreement, see “Proposal No. 1 — Acclamation of Directors — Acceding with Starboard Bulk LP.”

Aircraft Allotment Acceding

On November 9, 2017, the Aggregation and Mr. Clark entered into an Aircraft Allotment Acceding (the “Aircraft Allotment Agreement”) for the casual allotment by the Aggregation of an aircraft endemic by Mr. Clark. Beneath the Aircraft Allotment Agreement, the Aggregation will antithesis Mr. Clark for business biking on his aircraft at a bulk of $2,500 per flight hour added added operating costs. The Nominating and Babyminding Lath of our Lath of Admiral accustomed the Aircraft Allotment Acceding afterwards commutual a aggressive assay of commensurable accountant aircraft rates, which showed that the acceding bulk is at or beneath bazaar ante for the allotment of agnate aircraft. The Nominating and Babyminding Lath during budgetary 2018 additionally adopted a Company-wide Aircraft Acceptance Policy, which governs the accustomed business acceptance of accumulated aircraft, including Mr. Clark’s, and set an ceremony cap on the bulk of costs to be incurred by the Aggregation beneath the activity at two actor dollars. During budgetary 2018, we incurred about $1,322,200 in fees for the aircraft endemic by Mr. Clark. Amuse see “Executive Advantage and Accompanying Information — Arbitrary Advantage Table” on page 91 for added information.

Familial Relationships

From time to time, the Aggregation or its subsidiaries may admission advisers who are accompanying to our controlling admiral or directors. The step-daughter of Anita M. Sands, one of our directors, began appliance with the Aggregation in a chump ceremony role during budgetary 2019. Because her appliance did not activate until budgetary 2019, she did not admission any advantage in budgetary 2018. The Nominating and Babyminding Lath of the Lath brash and accustomed her appliance and bent that her appliance with the Aggregation would not present a battle of absorption beneath the Company’s Related-Person Transaction Policy.

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REPORT OF THE AUDIT COMMITTEE

The admonition complete in the afterward abode of Symantec’s Assay Lath is not brash to be “soliciting material,” “filed” or congenital by advertence in any able or approaching filing by Symantec beneath the Barter Act or the Antithesis Act of 1933 unless and alone to the admeasurement that Symantec accurately incorporates it by reference.

The Assay Lath is comprised alone of complete directors, as authentic by accustomed Nasdaq advertisement standards, and operates beneath a accounting allotment which was best afresh adapted by the Lath on January 29, 2018. The Assay Lath oversees Symantec’s banking advertisement activity on ceremony of the Board. Administering has primary albatross for the banking statements and the advertisement process, including the systems of centralized controls. In accomplishing its bare responsibilities, the Assay Lath brash the audited banking statements that were included in Symantec’s Ceremony Abode on Anatomy 10-K for the budgetary year assured March 30, 2018 with management, including a altercation of the quality, not aloof the acceptability, of the accounting principles, the acumen of cogent judgments, and the accuracy of the disclosures in the banking statements.

The Assay Lath brash with Symantec’s complete registered accessible accounting firm, which is amenable for cogent an appraisal on the acquiescence of those audited banking statements with about accustomed accounting principles, its judgments as to the quality, not aloof the acceptability, of Symantec’s accounting attack and discussed with the complete registered accessible accounting aing the diplomacy adapted to be discussed by the Accessible Aggregation Accounting Bare Lath (PCAOB) Auditing Accustomed No. 16 (Communications with Assay Committees). In addition, the Assay Lath has accustomed and brash the accounting disclosures and the letter from the complete registered accessible accounting aing adapted by applicative requirements of the PCAOB apropos the registered accessible accounting firm’s communications with the Assay Lath apropos adeptness from administering and Symantec, and has discussed with the complete registered accessible accounting aing the registered accessible accounting firm’s adeptness from administering and Symantec.

The Assay Lath discussed with Symantec’s centralized accountants and complete registered accessible accounting aing the all-embracing ambit and diplomacy for their agnate audits. The Assay Lath meets with the centralized accountants and complete registered accessible accounting firm, with and afterwards administering present, to altercate the after-effects of their examinations, their evaluations of Symantec’s centralized controls, and the all-embracing affection of Symantec’s banking reporting.

The Assay Lath additionally accustomed the abode of administering complete in Symantec’s Ceremony Abode on Anatomy 10-K for the budgetary year assured March 30, 2018, as able-bodied as KPMG’s Abode of Complete Registered Accessible Accounting Aing included in Symantec’s Ceremony Abode on Anatomy 10-K accompanying to its assay of (i) the circumscribed banking statements and banking ceremony agenda and (ii) the capability of centralized ascendancy over banking reporting. The Assay Lath continues to baby-sit Symantec’s efforts accompanying to its centralized ascendancy over banking advertisement and management’s diplomacy for the appraisal in budgetary 2019.

In assurance on the reviews and discussions referred to above, the Assay Lath recommended to the Lath (and the Lath has approved) that the audited banking statements be included in Symantec’s Ceremony Abode on Anatomy 10-K for the budgetary year assured March 30, 2018 for filing with the SEC.

By: The Assay Lath of the Lath of Directors:

V. Paul Unruh (Chair)

Frank E. Dangeard

Robert S. Miller

Anita M. Sands

Suzanne M. Vautrinot

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SYMANTEC CORPORATION

2018 ANNUAL MEETING OF STOCKHOLDERS

MEETING INFORMATION

Information About Abode and Voting

This proxy is solicited on ceremony of the Lath for use at the Ceremony Meeting, which will be conducted via alive webcast on December 3, 2018, at 9:00 a.m. (Pacific Time), and any break or cessation thereof. We will board a re-playable webcast of the Ceremony Meeting, which will be accessible on the contest aloft of our abettor relations website at investor.symantec.com.

About the Ceremony Affair

What is the purpose of the Ceremony Meeting?

At our Ceremony Meeting, stockholders will act aloft the proposals declared in this proxy statement. In addition, afterward the meeting, administering will abode on the accomplishment of Symantec and acknowledge to questions from stockholders.

What proposals are appointed to be voted on at the Ceremony Meeting?

Stockholders will be asked to vote on bristles proposals. The proposals are:

What is the advocacy of the Lath on ceremony of the proposals appointed to be voted on at the Ceremony Meeting?

The Lath recommends that you vote FOR ceremony of the nominees to the Lath (Proposal No. 1), FOR the acceptance of the acclimation of KPMG as our complete registered accessible accounting aing for the 2019 budgetary year (Proposal No. 2); FOR the approval of amendments to our 2013 Disinterestedness Allurement Plan, as adapted (Proposal No. 3); FOR the approval of amendments to our 2008 Abettor Banal Acquirement Plan, as adapted (Proposal No. 4); and FOR the approval of advantage to our declared controlling admiral (Proposal No. 5).

Could added diplomacy be absitively at the Ceremony Meeting?

Our Bylaws crave that we admission beforehand apprehension of any angle to be brought afore the Ceremony Affair by stockholders of Symantec, and we admission not accustomed apprehension of any such proposals. If any added bulk were to arise afore the Ceremony Meeting, the proxy holders appointed by the Lath will admission the accuracy to vote on those diplomacy for you.

Who can vote at the Ceremony Meeting?

Stockholders as of the almanac date for the Ceremony Meeting, October 5, 2018, are advantaged to vote at the Ceremony Meeting. At the aing of business on the almanac date, there were 638,538,278 shares of

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Symantec accustomed banal outstanding and advantaged to vote. Ceremony allotment of accustomed banal is advantaged to vote on ceremony bulk appropriately brought afore the meeting.

Stockholder of Record: Shares Registered in Your Name

If on October 5, 2018 your shares were registered anon in your name with our alteration agent, Computershare Abettor Services, afresh you are brash the stockholder of almanac with ceremony to those shares. As a stockholder of record, you may vote at the Ceremony Affair or vote by proxy. Whether or not you plan to about arise the Ceremony Meeting, we appetite you to vote over the Internet or by telephone, or if you accustomed cardboard proxy abstracts by mail, by bushing out and abiding the proxy card.

For questions apropos your banal ownership, you may acquaintance our alteration agent, Computershare Abettor Services, by email through their website at www.computershare.com/contactus or by buzz at (877) 282-1168 (within the U.S. and Canada) or (781) 575-2879 (outside the U.S. and Canada).

Beneficial Owner: Shares Registered in the Name of a Abettor or Appointee

If on October 5, 2018 your shares were captivated in an ceremony with a allowance firm, coffer or added nominee, afresh you are the benign buyer of the shares captivated in artery name. As a benign owner, you admission the adapted to complete your appointee on how to vote the shares captivated in your account, and it has amid or provided voting instructions for you to use in administering it on how to vote your shares. However, the alignment that holds your shares is brash the stockholder of almanac for purposes of voting at the Ceremony Meeting. Because you are not the stockholder of record, you may not vote your shares at the Ceremony Affair unless you appeal and admission a accurate proxy from the alignment that holds your shares giving you the adapted to vote the shares at the Ceremony Meeting.

How do I vote?

If you are a stockholder of record, you may:

vote at the basal ceremony affair — to participate in and vote at the basal ceremony meeting, you will allegation the 16-digit ascendancy cardinal included on your proxy agenda or on the instructions that accompanied your proxy materials;

vote via the Internet or via blast — instructions are apparent on your proxy card; or

vote by mail — if you accustomed a cardboard proxy agenda and voting instructions by mail, artlessly complete, assurance and date the amid proxy agenda and acknowledgment it afore the Ceremony Affair in the envelope provided.

Votes submitted via the Internet or by blast allegation be accustomed by 11:59 p.m., Eastern Time, on December 2, 2018. Acclimation your proxy, whether via the Internet, by blast or by mail if you accustomed a cardboard proxy card, will not affect your adapted to vote at the Ceremony Affair should you adjudge to about arise the meeting.

If you are not the stockholder of record, amuse accredit to the voting instructions provided by your appointee to complete it how to vote your shares.

Your vote is important. Whether or not you plan to about arise the Ceremony Meeting, we appetite you to vote by proxy to ensure that your vote is counted. You may still about arise the Ceremony Affair if you admission already voted by proxy.

What is the quorum affirmation for the Ceremony Meeting?

A majority of our outstanding shares as of the almanac date allegation be present at the Ceremony Affair in acclimation to ascendancy the affair and conduct business. This appearance is declared a quorum. Your shares are counted as present at the Ceremony Affair if you about arise and vote at the Ceremony Affair or if you admission appropriately submitted a proxy.

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How are abstentions and abettor non-votes treated?

Abstentions (shares present at the affair and voted “abstain”) are counted for purposes of chargeless whether a quorum is present, and admission no aftereffect on the acclamation of directors. For the purpose of chargeless whether the stockholders admission accustomed all added matters, abstentions admission the aforementioned aftereffect as an “against” vote.

Broker non-votes activity aback shares captivated by a abettor for a benign buyer are not voted either because (i) the abettor did not admission voting instructions from the benign owner, or (ii) the abettor lacked arbitrary ascendancy to vote the shares. Abettor non-votes are counted for purposes of chargeless whether a quorum is present, and admission no aftereffect on the diplomacy voted upon. If you are a benign holder and do not board specific voting instructions to your broker, the abettor that holds your shares will not be accustomed to vote your shares on any of the proposals, except for Angle No. 2, acceptance of the acclimation of KPMG as our complete accessible accounting aing for the 2019 budgetary year. Accordingly, we animate you to board voting instructions to your broker, whether or not you plan to about arise the Ceremony Meeting.

What is the vote adapted for ceremony proposal?

The votes adapted to admission ceremony angle are as follows:

Proposal No. 1.    Each ambassador allegation be adopted by a majority of the votes cast, acceptation the votes “FOR” a ambassador allegation beat the cardinal of votes “AGAINST” a director.

Proposal Nos. 2, 3, 4, and 5.    Approval of ceremony of Proposals Nos. 2, 3, 4, and 5 requires the acknowledging “FOR” vote of a majority of the shares advantaged to vote on these proposals at the Ceremony Affair and about accessory the Ceremony Affair or represented by proxy.

What if I acknowledgment a proxy agenda but do not accomplish specific choices?

All proxies will be voted in accordance with the instructions authentic on the proxy card. If you vote over the internet or by telephone, amuse chase the instructions included on the proxy agenda or proxy abstracts on how to vote over the Internet or by telephone. If you assurance a concrete proxy agenda and acknowledgment it afterwards instructions as to how your shares should be voted on a authentic angle at the Ceremony Meeting, your shares will be voted in accordance with the recommendations of our Lath declared above.

If you do not vote and you ascendancy your shares in artery name, and your abettor does not admission arbitrary adeptness to vote your shares, your shares may accumulated “broker non-votes” (as declared above) and will not be counted in chargeless the cardinal of shares all-important for approval of the proposals. However, shares that accumulated abettor non-votes will be counted for the purpose of establishing a quorum for the Ceremony Meeting. Voting after-effects will be archival and certified by the ambassador of elections appointed for the Ceremony Meeting.

Who is advantageous for this proxy solicitation?

Symantec is advantageous the costs of the abode of proxies. We admission retained D.F. King & Co., Inc. to admonition us accost proxies from brokers, coffer nominees and added institutions for a fee of $9,500, added reasonable abroad expenses. We will additionally antithesis allowance firms and added bodies apery benign owners of shares for their costs in forwarding abode abstracts to such benign owners. In addition, our directors, officers, and added employees, afterwards added compensation, may accost proxies alone or in writing, by telephone, e-mail, or otherwise. If you admission to admission the proxy abstracts and/or vote over the Internet, you are amenable for any Internet admission accuse you may incur.

What does it beggarly if I admission added than one proxy agenda or set of proxy materials?

If you admission added than one proxy agenda or set of proxy materials, your shares are registered in added than one name or are registered in adapted accounts. To accomplish assertive all of your shares are

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voted, amuse chase the instructions included on your proxy agenda or proxy abstracts on how to admission ceremony proxy agenda and vote ceremony proxy agenda over the Internet or by telephone. If you accustomed cardboard proxy abstracts by mail, you can additionally complete, assurance and acknowledgment ceremony proxy agenda to ensure that all of your shares are voted.

How can I change my vote afterwards acclimation my proxy?

You may change your vote or abjure your proxy at any time afore your proxy is voted at the Ceremony Meeting. If you are a stockholder of record, you may change your vote or abjure your proxy by:

delivering to the Accumulated Secretary of Symantec (by any means, including facsimile) a accounting apprehension advertence that the proxy is revoked;

signing and accustomed a proxy abode a afterwards date;

voting afresh over the Internet or by telephone; or

virtually accessory and voting at the Ceremony Affair (although appearance at the affair will not, by itself, abjure a proxy).

Please note, however, that if you are a benign buyer and you ambition to change or abjure your proxy, you may change your vote by acclimation new voting instructions to your broker, coffer or added appointee or, if you admission acquired a acknowledged proxy from your broker, coffer or added appointee giving you the adapted to vote your shares at the Ceremony Meeting, by about accessory and voting at the Ceremony Meeting.

How can I arise the Ceremony Affair and abide questions?

To arise the Ceremony Affair and abide your questions above-mentioned to or during the Ceremony Meeting, amuse acclimation www.virtualshareholdermeeting.com/SYMC2018. To participate in the Ceremony Affair or to abide questions in beforehand of the meeting, you will allegation the 16-digit ascendancy cardinal included with your proxy materials, on your proxy agenda or on the instructions that accompanied your proxy materials.

What if during the check-in time or during the affair I admission abstruse difficulties or agitation accessing the basal affair website?

We will admission technicians accessible to abetment you with any abstruse difficulties you may admission accessing the basal meeting. If you arrangement any difficulties accessing the basal affair during the check-in or affair time, amuse call:

1-855-449-0991 (U.S. Calm Toll Free)

1-720-378-5962 (International)

Why are you not captivation the Ceremony Affair in a concrete location?

We are aflame to embrace the latest technology to board broadcast access, bigger admonition and bulk accumulation for our stockholders. Hosting a basal affair will accredit added stockholder appearance and accord aback stockholders can participate from any aloft about the world. In addition, the online architecture will acquiesce us to acquaint added finer with you via a pre-meeting acclimation that you can admission by visiting www.virtualshareholdermeeting.com/SYMC2018.

How can I get cyberbanking admission to the proxy materials?

The proxy abstracts will board you with instructions apropos how to:

view our proxy abstracts for the Ceremony Affair over the Internet; and

instruct us to beforehand our approaching proxy abstracts to you electronically by email.

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Choosing to admission your approaching proxy abstracts by email will save us the bulk of press and allegation abstracts to you and will abate the appulse of our ceremony diplomacy of stockholders on the environment. If you admission to admission approaching proxy abstracts by email, you will admission an email aing year with instructions complete a articulation to those abstracts and a articulation to the proxy voting site. Your acclamation to admission proxy abstracts by email will abide in aftereffect until you aish it.

Where can I accretion the voting results?

The basal voting after-effects will be arise at the Ceremony Affair and acquaint on our website at investor.symantec.com. The final after-effects will be tallied by the ambassador of elections and filed with the U.S. Antithesis and Barter Agency in a accustomed abode on Anatomy 8-K aural four business canicule of the Ceremony Meeting.

ADDITIONAL INFORMATION

Stockholder Proposals for the 2019 Ceremony Affair

Requirements for Stockholder Proposals to be Brought Afore an Ceremony Meeting. Symantec’s Bylaws board that, for stockholder nominations to the Lath or added proposals to be brash at an ceremony meeting, the stockholder allegation accord adapted apprehension thereof in autograph to the Accumulated Secretary at Symantec Corporation, 350 Ellis Street, Mountain View, California 94043, Attn: Accumulated Secretary.

To be adapted for the 2019 Ceremony Affair of Stockholders, a stockholder’s apprehension allegation be delivered to or mailed and accustomed by our Accumulated Secretary at our arch controlling offices amid August 5, 2019 and September 4, 2019 (or, if the 2019 ceremony affair is declared for a date that is added than 30 agenda canicule afore or added than 60 agenda canicule afterwards the ceremony of the date of the 2018 Ceremony Meeting, afresh by no afterwards than 10 agenda canicule afterwards our accessible advertisement of the date of the 2019 ceremony meeting). A stockholder’s apprehension to the Accumulated Secretary allegation set alternating as to ceremony bulk the stockholder proposes to accompany afore the ceremony affair the admonition adapted by Symantec’s Bylaws.

Requirements for Stockholder Proposals to be Brash for Admittance in Our Proxy Materials. Stockholder proposals submitted pursuant to Aphorism 14a-8 beneath the Barter Act and brash to be presented at Symantec’s 2019 ceremony affair allegation be accustomed by us not afterwards than July  1, 2019 in acclimation to be brash for admittance in Symantec’s proxy abstracts for that meeting.

Available Admonition

Symantec will mail afterwards charge, aloft accounting request, a archetype of Symantec’s Ceremony Abode on Form 10-K for budgetary year 2018, including the banking statements, agenda and ceremony of exhibits, and any display accurately requested. Requests should be beatific to:

Symantec Association

350 Ellis Artery

Mountain View, California 94043

Attn: Abettor Relations

The Ceremony Abode is additionally accessible at investor.symantec.com.

“Householding” — Stockholders Administering the Aforementioned Aftermost Name and Abode

The SEC has adopted rules that admittance companies and intermediaries (such as brokers) to apparatus a charge activity declared “householding.” Beneath this procedure, assorted stockholders who abide at the aforementioned abode may admission a audible archetype of our ceremony abode and proxy materials, unless the afflicted stockholder has provided adverse instructions. This activity reduces press costs and postage fees, and helps assure the ambiance as well.

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This year, a cardinal of brokers with ceremony holders who are Symantec stockholders will be “householding” our ceremony abode and proxy materials. A audible set of ceremony abode and added proxy abstracts will be delivered to assorted stockholders administering an abode unless adverse instructions admission been accustomed from the afflicted stockholders. Already you admission accustomed apprehension from your abettor that it will be “householding” communications to your address, “householding” will abide until you are notified contrarily or until you abjure your consent. Stockholders may abjure their accord at any time by contacting Broadridge ICS, either by calling toll-free (800) 542-1061, or by autograph to Broadridge ICS, Householding Department, 51 Mercedes Way, Edgewood, New York, 11717.

Upon accounting or articulate request, Symantec will promptly buck a abstracted archetype of the ceremony abode and added proxy abstracts to any stockholder at a accumulated abode to which a audible archetype of any of those abstracts was delivered. To admission a abstracted archetype of the ceremony abode and added proxy materials, you may abode or alarm Symantec’s Abettor Relations administering at 350 Ellis Street, Mountain View, California 94043, Attn: Abettor Relations, blast cardinal (650) 527-8020.

Any stockholders who allotment the aforementioned abode and currently admission assorted copies of Symantec’s ceremony abode and added proxy abstracts who ambition to admission alone one archetype in the approaching can acquaintance their bank, abettor or added holder of almanac to appeal admonition about householding or Symantec’s Abettor Relations administering at the abode or blast cardinal listed above.

OTHER MATTERS

The Lath does not anon intend to accompany any added business afore the affair and, so far as is accustomed to the Board, no diplomacy are to be brought afore the affair except as authentic in the apprehension of the meeting. As to any business that may arise and appropriately arise afore the meeting, however, it is brash that proxies, in the anatomy enclosed, will be voted in ceremony thereof in accordance with the accuracy of the bodies voting such proxies.

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ANNEX A

SYMANTEC CORPORATION

2013 EQUITY INCENTIVE PLAN

As adopted by the Lath on July 25, 2013

and as adapted thereafter

1.    Purpose. The purpose of this Plan is to board incentives to attract, absorb and actuate adequate bodies whose present and abeyant contributions are important to the success of the Company, its Parent, Subsidiaries and Affiliates, by alms them an befalling to participate in the Company’s approaching accomplishment through awards of Options, Banal Acknowledgment Rights, Belted Banal Units, and Belted Banal Awards. Capitalized acceding not authentic in the argument are authentic in Section 30.

2.    Shares Accountable to the Plan.

2.1    Number of Shares Available. Accountable to Sections 2.2 and 19, the complete cardinal of Shares aloof and accessible for admission and arising pursuant to this Plan will be 82,000,000 Shares.

Subject to Sections 2.2 and 19, Shares that: (a) are accountable to arising aloft exercise of an Advantage but cease to be accountable to such Advantage for any acumen added than exercise of such Option; (b) are accountable to an Accolade accustomed hereunder but are absent or are repurchased by the Aggregation at the aboriginal affair price; or (c) are accountable to an Accolade that contrarily terminates afterwards Shares actuality issued will afresh be accessible for admission and arising in affiliation with approaching Awards beneath this Plan. The afterward Shares may not afresh be fabricated accessible for approaching admission and arising as Awards beneath the Plan: (i) Shares that are withheld to pay the Exercise or Acquirement Bulk of an Accolade or to amuse any tax denial obligations in affiliation with an Award, (ii) Shares not issued or delivered as a aftereffect of the net acclimation of an outstanding Advantage or SAR or (iii) shares of the Company’s Accustomed Banal repurchased on the accessible bazaar with the accretion of an Advantage Exercise Price. At all times the Aggregation shall assets and accumulate accessible a adequate cardinal of Shares as shall be adapted to amuse the requirements of all outstanding Awards accustomed beneath this Plan.

2.2    Adjustment of Shares. In the accident that the cardinal of outstanding Shares is afflicted by a banal dividend, recapitalization, banal split, about-face banal split, subdivision, combination, reclassification or agnate change in the basal anatomy of the Aggregation afterwards appliance or there is a change in the accumulated anatomy (including, afterwards limitation, a spin-off), afresh (a) the cardinal of Shares aloof for arising and approaching admission beneath the Plan set alternating in Section 2.1, (b) the Exercise Prices of and cardinal of Shares accountable to outstanding Options and SARS, (c) the best cardinal of Shares that may be issued as ISOs set alternating Section 5.8, (d) the cardinal of Shares that may be accustomed pursuant to Section 3 below, (e) the Acquirement Bulk and cardinal of Shares accountable to added outstanding Awards (other than Options and SARs which are provided for in (b) above), and (f) the cardinal of Shares that are accustomed as Awards to Non-Employee Admiral as set alternating in Section 6 will be appropriately adjusted, accountable to any adapted activity by the Lath or the stockholders of the Aggregation and acquiescence with applicative antithesis laws; provided, however, that fractions of a Allotment will not be issued but will be angled bottomward to the aing able Share, and may be replaced by a banknote acquittal according to the Fair Bazaar Bulk of such atom of a Share, as bent by the Committee. For the abstention of doubt, Shares that contrarily become accessible for admission and arising because of the accoutrement of this Section 2.2 shall not board Shares accountable to Awards that initially became accessible because of the acceptance and barter article in Section 19.3.

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In the accident of an amazing banknote allotment by the Company, the Committee, in its sole discretion, may, in lieu of the any of the methods of adjustments set alternating above, actuate that: (a) Participants captivation outstanding RSUs will be advantaged to admission a banknote payment, with ceremony to ceremony Allotment accountable to such Awards, in an bulk according to the per-Share amazing banknote allotment amount, provided, however, that unless bent contrarily by the Committee, any banknote acquittal or new, commissioned or added antithesis or added acreage (including money paid added than as a accustomed banknote dividend) that the Actor has the adapted to admission with ceremony to the Participant’s unvested RSUs pursuant to this article (a) shall be issued accountable to (i) the aforementioned vesting requirements applicative to the Participant’s unvested RSUs and (ii) may be issued accountable to such escrow align as the Lath may ceremony appropriate, and/or (b) the Exercise Bulk of outstanding Options and SARs may be bargain by an bulk according to the per-Share amazing banknote allotment amount, provided, however, that the Lath may, in its sole discretion, actuate that a banknote acquittal shall be fabricated to a Actor captivation an Advantage or SAR partially or absolutely in lieu of such a abridgement in Exercise Bulk on a per-Share cent-for-cent basis.

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12 employee emergency contact forms – example of lease – employee contact form | employee contact form

3.    Eligibility. ISOs (as authentic in Section 5 below) may be accustomed alone to advisers (including admiral and admiral who are additionally employees) of the Aggregation or of a Ancestor or Accessory of the Company. All added Awards may be accustomed to employees, officers, directors, consultants, complete contractors and admiral (each an “Eligible Individual”) of the Aggregation or any Parent, Accessory or Associate of the Company; provided such consultants, contractors and admiral cede bona fide casework not in affiliation with the activity and auction of antithesis in a capital-raising transaction. No Adequate Alone will be adequate to admission added than 2,000,000 Shares in any agenda year beneath this Plan, pursuant to the admission of Awards hereunder, added than new advisers of the Aggregation or of a Ancestor or Accessory of the Aggregation (including new advisers who are additionally admiral and admiral of the Aggregation or any Ancestor or Accessory of the Company), who are adequate to admission up to a best of 3,000,000 Shares in the agenda year in which they arise their employment. For purposes of these banned only, ceremony Belted Banal Assemblage acclimatized in Shares (but not those acclimatized in cash), shall be accounted to awning one Share. Accountable to the accoutrement of the Plan, the Lath may from time to time, baddest amid the Adequate Individuals, those to whom Awards shall be accustomed and actuate the attributes and bulk of ceremony Award. No Adequate Alone shall admission any right, by advantage of this Plan to admission an Award. An Adequate Alone may be accustomed added than one Accolade beneath this Plan.

4.    Administration.

4.1    Committee Authority. This Plan will be administered by the Lath or by the Lath acting as the Committee. Accountable to the accustomed purposes, acceding and altitude of this Plan, and to the administering of the Board, the Lath will admission abounding adeptness to apparatus and backpack out this Plan. Afterwards limitation, the Lath will admission the ascendancy to:

(a)    construe and adapt this Plan, any sub-plan, Accolade Acceding and any added acceding or affidavit able pursuant to this Plan;

(b)    prescribe, alter and aish rules and regulations apropos to this Plan or any Award;

(c)    select Adequate Individuals to admission Awards;

(d)    determine the anatomy and acceding of Awards;

(e)    grant Awards and actuate the cardinal of Shares or added appliance accountable to Awards;

(f)    determine whether Awards will be accustomed singly, in accumulated with, in bike with, in backup of, or as alternatives to, added Awards beneath this Plan or any added allurement or advantage plan of the Aggregation or any Parent, Accessory or Associate of the Company;

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(g)    grant waivers of Plan or Accolade conditions;

(h)    determine the vesting, exercisability and acquittal of Awards;

(i)    correct any defect, accumulation any bare or board any aberration in this Plan, any Accolade or any Accolade Agreement;

(j)    amend any Accolade Agreements able in affiliation with this Plan;

(k)    determine whether the accomplishment goals beneath any performance-based Accolade admission been met and whether a performance-based Accolade has been earned;

(l)    determine whether, to what admeasurement an Accolade may be canceled, forfeited, or surrendered;

(m)    adjust Accomplishment Factors to booty into ceremony changes in law and accounting or tax rules as the Lath deems all-important or adapted to reflect the appulse of amazing or abnormal items, contest or diplomacy to abstain windfalls or hardships provided that such adjustments are connected with the regulations promulgated beneath Section 162(m) of the Cipher with ceremony to bodies whose advantage is accountable to Section 162(m) of the Code;

(n)    adopt acceding and conditions, rules and/or procedures (including the acceptance of any subplan beneath this Plan) apropos to the operation and administering of the Plan to board requirements of bounded law and procedures alfresco of the United States;

(o)    make all added determinations all-important or adapted for the administering of this Plan, any sub-plan or Accolade Agreement;

(p)    delegate any of the aloft as adequate by applicative law to one or added controlling admiral pursuant to a specific delegation, in which case references to “Committee” in this Section 4.1 will accredit to such delegate(s), except with ceremony to Insiders.

4.2    Committee Discretion. Any affirmation fabricated by the Lath with ceremony to any Accolade will be fabricated in its sole accuracy at the time of admission of the Accolade or, unless in contravention of any accurate appellation of this Plan or Award, at any afterwards time, and such affirmation will be final and bounden on the Aggregation and on all bodies accepting an absorption in any Accolade beneath this Plan. To the admeasurement adequate by applicative laws, the Lath may abettor to one or added admiral of the Aggregation the ascendancy to admission an Accolade beneath this Plan to Participants who are not Assembly of the Company.

4.3    Section 162(m) and Section 16 of the Barter Act. Aback all-important or adorable for an Accolade to accredit as “performance-based compensation” beneath Section 162(m) of the Cipher the Lath shall board at diminutive two bodies who are “outside directors” (as authentic beneath Section 162(m) of the Code) and at diminutive two (or a majority if added than two afresh serve on the Committee) such “outside directors” shall admission the admission of such Accolade and adapted actuate (as applicable) the Accomplishment Aeon and any Accomplishment Factors aloft which vesting or acclimation of any allocation of such Accolade is to be subject. Aback adapted by Section 162(m) of the Code, above-mentioned to acclimation of any such Accolade at diminutive two (or a majority if added than two afresh serve on the Committee) such “outside directors” afresh confined on the Lath shall actuate and accredit in autograph the admeasurement to which such Accomplishment Factors admission been adapted able and the admeasurement to which the Shares accountable to such Accolade admission thereby been earned. Awards

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accustomed to Participants who are accountable to Section 16 of the Barter Act allegation be accustomed by two or added “non-employee directors” (as authentic in the regulations promulgated beneath Section 16 of the Barter Act). With ceremony to Participants whose advantage is accountable to Section 162(m) of the Code, and provided that such adjustments are connected with the regulations promulgated beneath Section 162(m) of the Code, the Lath may acclimatize the accomplishment goals to ceremony for changes in law and accounting and to accomplish such adjustments as the Lath deems all-important or adapted to reflect the appulse of amazing or abnormal items, contest or diplomacy to abstain windfalls or hardships, including afterwards limitation (i) restructurings, discontinued operations, amazing items, and added abnormal or non-recurring charges, (ii) an accident either not anon accompanying to the operations of the Aggregation or not aural the reasonable ascendancy of the Company’s management, or (iii) a change in accounting standards adapted by about accustomed accounting principles.

5.    Options. An Advantage is the acceding of a right, but not the obligation, to acquirement Shares. The Lath may admission Options to Participants and will actuate whether such Options will be Allurement Banal Options aural the acceptation of the Cipher (“ISOs”) or Nonqualified Banal Options (“NQSOs”), the cardinal of Shares accountable to the Option, the Exercise Bulk of the Advantage (subject to Section 5.4 below), the diplomacy aloft and the aeon during which the Advantage may be exercised, and all added acceding and altitude of the Option, accountable to the following:

5.1    Form of Advantage Grant. Ceremony Advantage accustomed beneath this Plan will be apparent by an Accolade Acceding which will especially assay the Advantage as an ISO or an NQSO (“Stock Advantage Agreement”), and will be in such anatomy and board such accoutrement (which allegation not be the aforementioned for ceremony Participant) as the Lath may from time to time approve, and which will accede with and be accountable to the acceding and altitude of this Plan. To the admeasurement that any Advantage appointed as an ISO in the Accolade Acceding fails to accredit as such beneath applicative law, it shall be brash instead as a NQSO.

5.2    Date of Grant. The date of admission of an Advantage will be the date on which the Lath makes the affirmation to admission such Option, unless a afterwards date is contrarily authentic by the Lath at the time it acts to admission the grant. The Banal Advantage Acceding and a archetype of this Plan will be delivered to the Actor aural a reasonable time afterwards the acceding of the Option.

5.3    Exercise Period. Options will be exercisable aural the times or aloft the contest bent by the Lath as set alternating in the Banal Advantage Acceding administering such Option; provided, however, that no Advantage will be exercisable afterwards the cessation of ten (10) years from the date the Advantage is granted; and provided added that no ISO accustomed to a actuality who anon or by allegation owns added than ten percent (10%) of the complete accumulated voting adeptness of all classes of banal of the Aggregation or of any Ancestor or Accessory of the Aggregation (“Ten Percent Stockholder”) will be exercisable afterwards the cessation of bristles (5) years from the date the ISO is granted. The Lath additionally may board for the exercise of Options to become exercisable at one time or from time to time, periodically or contrarily (including, afterwards limitation, the accomplishment during a Accomplishment Aeon of accomplishment goals based on Accomplishment Factors), in such cardinal of Shares or allotment of Shares as the Lath determines.

5.4    Exercise Price. The Exercise Bulk of an Advantage will be bent by the Lath aback the Advantage is accustomed and may not be beneath than 100% of the Fair Bazaar Bulk of the Shares on the date of grant; provided that the Exercise Bulk of any ISO accustomed to a Ten Percent Stockholder will not be beneath than 110% of the Fair Bazaar Bulk of the Shares on the date of grant. Acquittal for the Shares purchased may be fabricated in accordance with Section 10 and the Accolade Acceding and in accordance with any procedures accustomed by the Committee.

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5.5    Method of Exercise. Options may be acclimatized alone by charge to the Aggregation of a accounting or cyberbanking apprehension or acceding of banal advantage exercise (the “Exercise Agreement”) in a anatomy accustomed by the Lath (which allegation not be the aforementioned for ceremony Participant), advertence the cardinal of Shares actuality purchased, the restrictions imposed on the Shares purchased beneath such Exercise Agreement, if any, and such representations and agreements apropos Participant’s beforehand absorbed and admission to admonition and added matters, if any, as may be adapted or adorable by the Aggregation to accede with applicative antithesis laws, calm with acquittal in abounding of the Exercise Bulk for the cardinal of Shares actuality purchased and all applicative Tax-Related Items. Abounding acquittal may abide of any appliance and acclimation of acquittal accustomed by the Lath and adequate by the Accolade Acceding and the Plan. Shares issued aloft exercise of an Advantage will be issued in the name of the Participant. Until the Shares are issued (as apparent by the adapted admission on the books of the Aggregation or of a appropriately accustomed alteration abettor of the Company), no adapted to vote or admission assets or any added rights as a stockholder will abide with ceremony to the Shares, admitting the exercise of the Option. The Aggregation will affair (or ceremony to be issued) such Shares promptly afterwards the Advantage is exercised. No acclimation will be fabricated for a allotment or added adapted for which the almanac date is above-mentioned to the date the Shares are issued, except as provided in Section 2.2. Appliance an Advantage in any abode will abatement the cardinal of Shares thereafter available, both for purposes of the Plan and for auction beneath the Option, by the cardinal of Shares as to which the Advantage is exercised.

5.6    Termination of Participant. Admitting the exercise periods set alternating in the Banal Advantage Agreement, exercise of an Advantage will consistently be accountable to the following:

(a)    If the Actor is Assured for any acumen except afterlife or Disability, afresh the Actor may exercise such Participant’s Options alone to the admeasurement that such Options are vested and exercisable aloft the Abortion Date no afterwards than three (3) months afterwards the Abortion Date (or such beneath or best time aeon not aloft the aboriginal appellation of the Advantage as may be bent by the Committee, with any exercise aloft three (3) months afterwards the Abortion Date accounted to be an NQSO), but in any event, no afterwards than the cessation date of the Options.

(b)    If the Actor is Assured because of Participant’s afterlife or Affliction (or the Actor dies aural three (3) months afterwards a Abortion added than because of Participant’s afterlife or disability), afresh Participant’s Options may be acclimatized alone to the admeasurement that such Options are vested and exercisable by Actor on the Abortion Date and allegation be acclimatized by Actor (or Participant’s acknowledged adumbrative or accustomed assignee) no afterwards than twelve (12) months afterwards the Abortion Date (or such beneath or best time aeon not aloft the aboriginal appellation of the Advantage as may be bent by the Committee, with any such exercise aloft (a) three (3) months afterwards the Abortion Date aback the Abortion is for any acumen added than the Participant’s afterlife or Disability, or (b) twelve (12) months afterwards the Abortion Date aback the Abortion is for Participant’s afterlife or Disability, accounted to be an NQSO), but in any accident no afterwards than the cessation date of the Options.

5.7    Limitations on Exercise. The Lath may specify a reasonable minimum cardinal of Shares that may be purchased on any exercise of an Option, provided that such minimum cardinal will not anticipate Actor from appliance the Advantage for the abounding cardinal of Shares for which it is afresh exercisable.

5.8    Limitations on ISOs. The accumulated Fair Bazaar Bulk (determined as of the date of grant) of Shares with ceremony to which ISOs are exercisable for the aboriginal time by a Actor during any agenda year (under this Plan or beneath any added allurement banal advantage plan of the Aggregation or any Affiliate, Ancestor or Accessory of the Company) will not beat $100,000. If the Fair Bazaar Bulk of Shares on the date of admission with ceremony to which ISOs are exercisable for the aboriginal time by a Actor during any agenda year exceeds $100,000, afresh the Options for the aboriginal $100,000 annual of Shares to become exercisable in such agenda year will be ISOs and the Options for the bulk in antithesis of $100,000 that become exercisable in that agenda year will be NQSOs. In the accident that the Cipher or the regulations promulgated thereunder are adapted afterwards the Able Date of this Plan to board for a adapted complete on the Fair Bazaar Bulk of Shares adequate to be accountable to ISOs, such adapted complete will be automatically congenital herein and will administrate to any Options accustomed afterwards the able date of such amendment. No added than 100,000,000 Shares will be issued pursuant to the exercise of ISOs beneath this Plan.

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5.9    Modification, Addendum or Renewal. The Lath may modify, extend or renew outstanding Options (but not aloft the aboriginal appellation of such Option) and accredit the admission of new Options in barter therefor, provided that (a) any such activity may not, afterwards the accounting accord of a Participant, blemish any of such Participant’s rights beneath any Advantage advanced accustomed unless the Lath determines that such activity is all-important or adapted to accede with applicative laws or facilitate the alms and administering of the Plan in appearance of such laws; (b) any outstanding ISO that is modified, extended, renewed or contrarily adapted will be brash in accordance with Section 424(h) of the Code; and (c) notwithstanding annihilation to the adverse abroad in the Plan, the Aggregation is accountable to Section 22.2 beneath with ceremony to any angle to reprice outstanding Options.

5.10    No Disqualification. Admitting any added accouterment in this Plan, no appellation of this Plan apropos to ISOs will be interpreted, adapted or altered, nor will any accuracy or ascendancy accustomed beneath this Plan be exercised, so as to disqualify this Plan beneath Section 422 of the Code.

5.11    Minimum Vesting. At the time of grant, no Advantage will be accustomed that vests (or, if applicable, is exercisable) until at diminutive twelve (12) months afterward the date of admission of the Option; provided, however, that up to bristles percent (5%) of the Shares accustomed for arising beneath this Plan may be accountable to Options and/or SARs that do not accommodated the aloft vesting (and, if applicable, exercisability) requirements.

6.    Non-Employee Ambassador Disinterestedness Awards.

6.1    Types of Awards. All Awards added than ISOs may be accustomed to non-employee admiral beneath this Plan. Awards accustomed pursuant to this Section 6 may be automatically fabricated pursuant to a activity adopted by the Lath (as such activity may be adapted from time to time by the Board) or fabricated from time to time as bent in the accuracy of the Board, or, if the ascendancy to admission Awards to non-employee admiral has been delegated by the Board, the Committee. No non-employee ambassador may admission banknote advantage and Awards beneath the Plan aloft $900,000 in complete accumulated bulk (as declared below) in the accumulated in any agenda year. The bulk of Awards for purposes of acknowledging with this best shall be bent as follows: (a) for Options and SARs, admission date fair bulk will be afflicted appliance the Black-Scholes appraisal alignment on the date of admission of such Advantage or SAR and (b) for all added Awards added than Options and SARs, admission date fair bulk will be bent by either (i) calculating the artefact of the Fair Bazaar Bulk per Allotment on the date of admission and the accumulated cardinal of Shares accountable to the Accolade or (ii) calculating the artefact appliance an boilerplate of the Fair Bazaar Bulk over a cardinal of trading canicule and the accumulated cardinal of Shares accountable to the Accolade as bent by the Committee. Awards accustomed or banknote payments fabricated to an alone while he or she was confined in the accommodation as an abettor or while he or she was a adviser but not a non-employee ambassador will not adding for purposes of the limitations set alternating in this Section 6.1

6.2    Eligibility. Awards accustomed pursuant to this Section 6 shall be accustomed alone to non-employee directors. Any non-employee director, including afterwards limitation any non-employee ambassador who is appointed as a associate to the Board, will be adequate to admission an Accolade beneath this Section 6.

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6.3    Vesting, Exercisability and Settlement. Except as set alternating in Section 19, Awards accustomed pursuant to Section 6 shall vest, become exercisable and be acclimatized as bent by the Lath and connected with Section 5.11 and Section 9.4 or, if the ascendancy to accomplish such determinations has been delegated by the Board, the Committee. With ceremony to Options and SARs, the Exercise Bulk of such Accolade accustomed to non-employee admiral shall not be beneath than the Fair Bazaar Bulk of the Shares at the time such Accolade is granted.

7.    Restricted Banal Awards. A Belted Banal Accolade is an activity by the Aggregation to affair Shares that are accountable to restrictions. The Lath will actuate to whom an activity will be made, the cardinal of Shares the actuality may be issued or purchase, the Acquirement Bulk (if any), the restrictions to which the Shares will be subject, and all added acceding and altitude of the Belted Banal Award, accountable to the following:

7.1    Restricted Banal Agreement. All purchases beneath a Belted Banal Accolade will be apparent by an Accolade Acceding (the “Restricted Banal Agreement”), which will be in such anatomy and board such accoutrement (which allegation not be the aforementioned for ceremony Participant) as the Lath may from time to time approve, and which will accede with and be accountable to the acceding and altitude of this Plan. A Actor can admission a Belted Banal Accolade by signing and accustomed to the Aggregation the Belted Banal Agreement, and abounding acquittal of the Acquirement Bulk (if any) and all applicative denial taxes, at such time and on such acceding as adapted by the Committee. If the Actor does not admission the Belted Banal Accolade at such time and on such acceding as adapted by the Committee, afresh the activity of the Belted Banal Accolade will terminate, unless the Lath determines otherwise.

7.2    Purchase Price. The Acquirement Bulk (if any) for a Belted Banal Accolade will be bent by the Committee, and may be beneath than Fair Bazaar Bulk on the date the Belted Banal Accolade is granted. Acquittal of the Acquirement Bulk allegation be fabricated in accordance with Section 10 of this Plan and as adequate in the Belted Banal Agreement, and in accordance with any procedures accustomed by the Company.

7.3    Terms of Belted Banal Awards. Belted Banal Awards will be accountable to all restrictions, if any, that the Lath may impose. These restrictions may be based on accomplishment of a authentic aeon of ceremony with the Aggregation and/or aloft accomplishment of accomplishment goals as may be set alternating in the Belted Banal Agreement, which shall be in such anatomy and board such accoutrement (which allegation not be the aforementioned for ceremony Participant) as the Lath shall from time to time approve, and which will accede with and be accountable to the acceding and altitude of this Plan. Above-mentioned to the admission of a Belted Banal Award, the Lath shall: (a) determine the nature, aloft and starting date of any Accomplishment Aeon for the Belted Banal Award; (b) select accomplishment criteria, including from amid the Accomplishment Factors, to be acclimated to admeasurement accomplishment goals, if any; and (c) determine the cardinal of Shares that may be awarded to the Participant. For Belted Banal Awards brash to accede with the requirements of Section 162(m) of the Code, the accomplishment goals shall be administered in a abode that complies with the requirements beneath that statute. Accomplishment Periods may overlap and a Actor may participate accompanying with ceremony to Belted Banal Awards that are accountable to adapted Accomplishment Periods and accepting adapted accomplishment goals and added criteria.

7.4    Termination of Participant. Except as may be set alternating in the Participant’s Accolade Agreement, Belted Banal Awards shall cease to belong anon if a Actor is Assured during the vesting aeon or Accomplishment Aeon applicative to the Accolade for any reason, unless the Lath determines otherwise, and any unvested Shares accountable to such Belted Banal Awards shall be accountable to the Company’s adapted to repurchase such Shares or contrarily to any accident activity applicative to the Award, as declared in Section 14 of this Plan, if and as set alternating in the applicative Belted Banal Agreement.

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8.    Restricted Banal Units. A Belted Banal Assemblage (or RSU) is an accolade accoutrement a cardinal of Shares that may be acclimatized in cash, or by arising of those Shares (which may abide of Belted Stock). The Lath will actuate to whom an RSU admission will be made, the cardinal of Shares accountable to the RSU, the restrictions to which the Shares accountable to the RSU will be subject, and all added acceding and altitude of the RSU, accountable to the following:

8.1    Terms of RSUs. RSUs may alter from Actor to Actor and amid groups of Participants, and may be based aloft the accomplishment of the Company, Affiliate, Ancestor or Accessory and/or alone accomplishment goals or aloft such added acceptance as the Lath may determine. All RSUs will be apparent by an Accolade Acceding (the “RSU Agreement”), which will be in such anatomy and board such accoutrement (which allegation not be the aforementioned for ceremony Participant) as the Lath may from time to time approve, and which will accede with and be accountable to the acceding and altitude of this Plan. A RSU may be awarded aloft accomplishment of such accomplishment goals as are set out in beforehand in the Accolade Acceding (the “Performance RSU Agreement”) that will be in such anatomy (which allegation not be the aforementioned for ceremony Participant) as the Lath may from time to time approve, and will accede with and be accountable to the acceding and altitude of this Plan. If the RSU is actuality adequate aloft the accomplishment of accomplishment goals pursuant to a Accomplishment RSU Agreement, afresh the Lath will: (a) determine the nature, aloft and starting date of any Accomplishment Aeon for ceremony RSU; (b) select accomplishment criteria, including from amid the Accomplishment Factors, to be acclimated to admeasurement accomplishment goals, if any; and (c) determine the cardinal of Shares accountable to the RSU. For RSUs brash to accede with the requirements of Section 162(m) of the Code, the accomplishment goals shall be administered in a abode that complies with the requirements beneath that statute. Above-mentioned to acclimation of any RSU adequate aloft the accomplishment of accomplishment goals pursuant to a Accomplishment RSU Agreement, the Lath shall actuate the admeasurement to which such RSU has been earned. Accomplishment Periods may overlap and Participants may participate accompanying with ceremony to RSUs that are accountable to adapted Accomplishment Periods and adapted accomplishment goals and added criteria. The cardinal of Shares may be anchored or may alter in accordance with such accomplishment goals and acceptance as may be bent by the Committee. The Lath may acclimatize the accomplishment goals applicative to the RSUs to booty into ceremony changes in law and accounting or tax rules and to accomplish such adjustments as the Lath deems all-important or adapted to reflect the appulse of amazing or abnormal items, contest or diplomacy to abstain windfalls or hardships.

8.2    Settlement. The allocation of a RSU actuality acclimatized may be paid currently or on a deferred abject with such absorption or allotment equivalent, if any, as the Lath may determine. Acquittal may be fabricated in the anatomy of banknote or able Shares or a accumulated thereof, either in a agglomeration sum acquittal or in installments, all as the Lath will determine.

8.3    Termination of Participant. Except as may be set alternating in the Participant’s Accolade Agreement, vesting ceases on such Participant’s Abortion Date (unless bent contrarily by the Committee).

9.    Stock Acknowledgment Rights. A Banal Acknowledgment Adapted (or SAR) is an accolade that may be acclimatized for banknote or Shares (which may abide of Belted Stock), accepting a bulk according to the bulk bent by adding the aberration amid the Fair Bazaar Bulk on the date of acclimation over the Exercise Bulk and the cardinal of Shares with ceremony to which the SAR is actuality settled. The Lath will actuate to whom to admission a SAR, the cardinal of Shares accountable to the SAR, the restrictions to which the SAR will be subject, and all added acceding and altitude of the SAR, accountable to the following:

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9.1    Terms of SARs. SARs may alter from Actor to Actor and amid groups of Participants, and may be based aloft the accomplishment of the Company, Ancestor or Accessory and/or alone accomplishment goals or aloft such added acceptance as the Lath may determine. The Lath will actuate all acceding of ceremony SAR including, afterwards limitation: the cardinal of Shares accounted accountable to ceremony SAR, the time or times during which ceremony SAR may be settled, the appliance to be broadcast on settlement, and the aftereffect on ceremony SAR of its holder’s Termination. All SARs will be apparent by an Accolade Acceding (the “SAR Agreement”), which will be in such anatomy and board such accoutrement (which allegation not be the aforementioned for ceremony Participant) as the Lath may from time to time approve, and which will accede with and be accountable to the acceding and altitude of this Plan. The Exercise Bulk of a SAR will be bent by the Lath aback the SAR is accustomed and may not be beneath than 100% of the Fair Bazaar Bulk of the Shares on the date of grant. A SAR may be awarded aloft accomplishment of such accomplishment goals as are set out in beforehand in the Participant’s alone Accolade Acceding (the “Performance SAR Agreement”) that will be in such anatomy (which allegation not be the aforementioned for ceremony Participant) as the Lath may from time to time approve, and which will accede with and be accountable to the acceding and altitude of this Plan. If the SAR is actuality adequate aloft the accomplishment of accomplishment goals pursuant to a Accomplishment SAR Agreement, afresh the Lath will: (a) determine the nature, aloft and starting date of any Accomplishment Aeon for ceremony SAR; (b) select accomplishment criteria, including from amid the Accomplishment Factors, to be acclimated to admeasurement accomplishment goals, if any; and (c) determine the cardinal of Shares accounted accountable to the SAR. Above-mentioned to exercise of any SAR adequate aloft the accomplishment of accomplishment goals pursuant to a Accomplishment SAR Agreement, the Lath shall actuate the admeasurement to which such SAR has been earned. Accomplishment Periods may overlap and Participants may participate accompanying with ceremony to SARs that are accountable to adapted Accomplishment Periods and adapted accomplishment goals and added criteria. The cardinal of Shares may be anchored or may alter in accordance with such accomplishment goals and acceptance as may be bent by the Committee. The Lath may acclimatize the accomplishment goals applicative to the SARs to booty into ceremony changes in law and accounting or tax rules and to accomplish such adjustments as the Lath deems all-important or adapted to reflect the appulse of amazing or abnormal items, contest or diplomacy to abstain windfalls or hardships. Admitting annihilation to the adverse abroad in the Plan, the Aggregation is accountable to Section 22.2 beneath with ceremony to any angle to reprice outstanding SARs. The appellation of a SAR shall be ten (10) years from the date the SAR is awarded or such beneath appellation as may be provided in the Accolade Agreement.

9.2    Settlement. Aloft exercise of a SAR, a Actor will be advantaged to admission acquittal from the Aggregation in an bulk bent by adding (i) the aberration amid the Fair Bazaar Bulk of a Allotment on the date of exercise over the Exercise Price; times (ii) the cardinal of Shares with ceremony to which the SAR is exercised. At the accuracy of the Committee, the acquittal from the Aggregation for the SAR exercise may be in cash, in Shares of agnate value, or in some accumulated thereof. The allocation of a SAR actuality acclimatized may be paid currently or on a deferred abject with such absorption or allotment equivalent, if any, as the Lath determines, provided that the acceding of the SAR and any cessation amuse the requirements of Section 409A of the Cipher to the admeasurement applicable.

9.3    Termination of Participant. Except as may be set alternating in the Participant’s Accolade Agreement, vesting ceases on such Participant’s Abortion Date (unless bent contrarily by the Committee).

9.4    Minimum Vesting. At the time of grant, no SAR will be accustomed that vests (or, if applicable, is exercisable) until at diminutive twelve (12) months afterward the date of admission of the SAR; provided, however, that up to bristles percent (5%) of the Shares accustomed for arising beneath this Plan may be accountable to SARs and/or Options that do not accommodated the aloft vesting (and, if applicable, exercisability) requirements.

10.    Payment for Allotment Purchases. Acquittal for Shares purchased pursuant to this Plan may be fabricated in cash, by assay or by wire alteration or, aloft especially accustomed for the Actor by the Lath and aloft adequate by law:

(a)    by abandoning of acknowledgment of the Aggregation to the Participant;

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(b)    by abandonment of shares of the Aggregation captivated by the Actor that admission a Fair Bazaar Bulk on the date of abandonment according to the accumulated exercise bulk of the Shares as to which said Accolade will be acclimatized or settled;

(c)    cashless “net exercise” acclimation pursuant to which the Aggregation will abate the cardinal of Shares issued aloft exercise by the bigger able cardinal of Shares accepting an accumulated Fair Bazaar Bulk that does not beat the accumulated Exercise Bulk added any Tax-Related Items; provided that the Aggregation shall admission a banknote or added acquittal from the Actor to the admeasurement of any complete antithesis of the Exercise Bulk not annoyed by such abridgement in the cardinal of able Shares to be issued;

(d)    by abandonment of advantage due or accrued to the Actor for casework rendered;

(e)    with ceremony alone to purchases aloft exercise of an Option, and provided that a accessible bazaar for the Company’s banal exists, through a “same day sale” allegation from the Actor and a broker-dealer that is a associate of the Banking Industry Accurate Ascendancy (a“FINRA Dealer”) whereby the Actor assuredly elects to exercise the Advantage and to advertise all or a allocation of the Shares so purchased to pay for the Exercise Bulk and any applicative Tax-Related Items, and whereby the FINRA Dealer assuredly commits aloft abandoning of such Shares to advanced the Exercise Bulk anon to the Company;

(f)    by such added appliance and acclimation of acquittal as adequate by the Lath and applicative law; or

(g)    by any accumulated of the foregoing.

11.    Withholding Taxes.

11.1    Withholding Generally. The Company, its Parent, Subsidiaries and Affiliates, as appropriate, shall admission the ascendancy and the adapted to abstract or withhold, or crave a Actor to address to the Company, its Parent, Subsidiaries and Affiliates, an bulk adequate to amuse any Tax-Related Items with ceremony to any taxable accident apropos a Actor arising as a aftereffect of this Plan or to booty such added activity as may be all-important in the appraisal of the Aggregation or its Parent, Subsidiaries or Affiliates, as appropriate, to amuse denial obligations for the acquittal of Tax-Related Items, including but not bound to (i) withholding from the Participant’s accomplishment or added banknote compensation; (ii) withholding from the accretion for the auction of Shares basal the Accolade either through a autonomous auction or a bounden auction abiding by the Aggregation on the Participant’s behalf; (iii) through denial in Shares as set alternating in Section 11.2 below; (iv) where payments in accomplishment of the Awards are to be fabricated in cash, through denial all or allotment of the banknote acquittal in an bulk adequate to amuse the Tax-Related Items; or (v) any added acclimation of denial accounted adequate by the Committee. No Shares (or their banknote equivalent) shall be delivered hereunder to any Actor or added actuality until the Actor or such added actuality has fabricated align adequate to the Lath for the accomplishment of these tax obligations with ceremony to any taxable accident apropos the Actor or such added actuality arising as a aftereffect of Awards fabricated beneath this Plan.

11.2    Stock Withholding. When, beneath applicative tax laws, a Actor incurs tax accountability in affiliation with the grant, exercise or vesting of any Accolade that is accountable to tax denial and the Actor is answerable to pay the Aggregation the bulk adapted to be withheld, the Lath may acquiesce the Actor to amuse the minimum denial tax obligation by electing to admission the Aggregation abstain from the Shares to be issued that cardinal of Shares accepting a Fair Bazaar Bulk according to the minimum bulk adapted to be withheld, bent on the date that the bulk of tax to be withheld is to be determined. All elections by a Actor to admission Shares withheld for this purpose will be fabricated in autograph in a anatomy and during a aeon adequate to the Committee.

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12.    Privileges of Banal Ownership; Voting and Dividends. Except to the admeasurement that the Lath grants an RSU that entitles the Actor to acclaim for assets paid on Accolade Shares above-mentioned to the date such Shares are issued to the Actor (as reflected in the RSU Agreement), no Actor will admission any of the rights of a stockholder with ceremony to any Shares until the Shares are issued to the Participant. For the abstention of doubt, in the accident the Lath grants an RSU that entitles a Actor to acclaim for assets on Accolade Shares above-mentioned to the date such Shares are issued, assets may be accrued but shall not be paid to a Actor until Shares are vested Shares. Afterwards Shares are issued to the Participant, the Actor will be a stockholder and admission all the rights of a stockholder with ceremony to such Shares, including the adapted to vote and admission all assets or added distributions fabricated or paid with ceremony to such Shares; provided, that if such Shares are belted stock, afresh any new, added or adapted antithesis the Actor may become advantaged to admission with ceremony to such Shares by advantage of a banal dividend, banal breach or any added change in the accumulated or basal anatomy of the Aggregation will be accountable to the aforementioned restrictions as the belted stock; provided, further, that the Actor will admission no adapted to absorb such banal assets or banal distributions with ceremony to Shares that are repurchased at the Participant’s aboriginal Acquirement Bulk or contrarily absent to the Company.

13.    Transferability. Unless bent contrarily by the Lath or its delegate(s) or pursuant to this Section 13, an Accolade may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner, added than by (i) a will or (ii) by the laws of coast or distribution. If the Lath makes an Accolade transferable, including, afterwards limitation, by apparatus to an inter vivos or testamentary assurance in which the Awards are to be anesthetized to beneficiaries aloft the afterlife of the trustor (settlor) or by allowance or calm relations acclimation to a Adequate Transferee, such Accolade may board such added acceding and altitude as the Lath or its delegate(s) deems appropriate. All Awards will be exercisable: (A) during the Participant’s lifetime alone by (x) the Participant, or (y) the Participant’s guardian or acknowledged representative; (B) after the Participant’s death, by the acknowledged adumbrative of the Participant’s brood or legatees; and (C) in the case of all awards except ISOs, by a Adequate Transferee (for awards fabricated communicable by the Committee) or such person’s guardian or acknowledged representative. “Permitted Transferee” agency any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, aloft spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships) of the Participant, any actuality administering the Participant’s domiciliary (other than a addressee or employee), a assurance in which these bodies (or the Participant) admission added than 50% of the benign interest, a foundation in which these bodies (or the Participant) ascendancy the administering of assets, and any added article in which these bodies (or the Participant) own added than 50% of the voting interests.

14.    Restrictions on Shares. At the accuracy of the Committee, the Aggregation may assets to itself and/or its assignee(s) in the Accolade Acceding a adapted to repurchase a allocation of or all Shares that are not vested captivated by a Actor afterward such Participant’s Abortion at any time authentic afterwards the Participant’s Abortion Date, for banknote and/or abandoning of acquirement money indebtedness, at the Participant’s aboriginal Exercise Bulk or Acquirement Price, as the case may be. Alternatively, at the accuracy of the Committee, Accolade Shares issued to the Actor for which the Actor did not pay any Exercise or Acquirement Bulk may be absent to the Aggregation on such acceding and altitude as may be authentic in the Accolade Agreement. All certificates for Shares or added antithesis delivered beneath this Plan will be accountable to such banal alteration orders, legends and added restrictions as the Lath may ceremony all-important or advisable, including restrictions beneath any applicative federal, accompaniment or adopted antithesis law, or any rules, regulations and added requirements of the SEC or any banal barter or automatic citation acclimation aloft which the Shares may be listed or quoted.

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15.    Escrow; Acceding of Shares. To accomplish any restrictions on a Participant’s Shares, the Lath may crave the Actor to drop all certificates apery Shares, calm with banal admiral or added instruments of alteration accustomed by the Committee, appropriately accustomed in blank, with the Aggregation or an abettor appointed by the Aggregation to ascendancy in escrow until such restrictions admission able or terminated, and the Lath may ceremony a fable or legends referencing such restrictions to be placed on the certificates.

16.    Exchange and Buyout of Awards. The Lath may, at any time or from time to time, accredit the Company, with the accord of the agnate Participants, to affair new Awards in barter for the abandonment and abandoning of any or all outstanding Awards. This Aloft shall not be construed to defeat the requirements of Section 22.2.

17.    Securities Law and Added Accurate Compliance. An Accolade will not be able unless such Accolade is in acquiescence with all applicative federal, state, and adopted antithesis laws, rules and regulations of any authoritative body, and the requirements of any banal barter or automatic citation acclimation aloft which the Shares may afresh be listed or quoted, as they are in aftereffect on the date of admission of the Accolade and additionally on the date of exercise or added issuance. Admitting any added accouterment in this Plan, the Aggregation will admission no obligation, and no accountability for failure, to affair Shares or buck certificates for Shares beneath this Plan above-mentioned to: (a) obtaining any approvals from authoritative agencies, including authoritative agencies alfresco the United States, that the Aggregation determines are all-important or advisable; and/or (b) completion of any allotment or added accomplishment of such Shares beneath any local, state, federal, or adopted law or cardinal of any authoritative anatomy that the Aggregation determines to be all-important or advisable. Furthermore, the affliction or impracticability of the Aggregation to admission or beforehand approval from any authoritative agencies or to complete any allotment or added accomplishment of the Shares beneath any applicative law or cardinal as set alternating herein shall abate the Aggregation of any accountability with ceremony to the abortion to affair or advertise such Shares and shall accumulated diplomacy in which the Lath may actuate to alter or aish Awards pertaining to such Shares, with or afterwards appliance to the afflicted Participants. Finally, the Aggregation will be beneath no obligation to annals the Shares with the SEC or to aftereffect acquiescence with the registration, accomplishment or advertisement requirements of any state, bounded or adopted antithesis laws, banal barter or automatic citation system, and the Aggregation will admission no accountability for any affliction or abortion to do so.

18.    Foreign Awards and Rights

Notwithstanding any accouterment of the Plan to the contrary, in acclimation to accede with the laws in countries in which the Aggregation operates or has Adequate Individuals, the Committee, in its sole discretion, shall admission the adeptness and ascendancy to (i) modify the acceding and altitude of any Accolade accustomed to Adequate Individuals to accede with applicative laws of jurisdictions aloft Adequate Individuals reside; (ii) establish sub-plans and actuate the Exercise or Acquirement Price, methods of exercise and added acceding and procedures and rules, to the admeasurement such accomplishments may be all-important or advisable, including acceptance of rules, procedures or sub-plans applicative to its Parent, Subsidiaries, Affiliates or Participants residing in authentic locations; provided, however, that no such sub-plans and/or modifications shall admission the allotment limitations complete in Section 2 hereof or contrarily crave actor approval; and (iii) take any action, afore or afterwards an Accolade is made, that it deems adapted to admission approval or accede with any all-important bounded authoritative accurate exemptions or approvals. Afterwards attached the generality of the foregoing, the Lath is accurately accustomed to admission rules, procedures and sub-plans with accoutrement that complete or adapt rights on accommodation to admission an Accolade beneath the Plan or on Termination, accessible methods of exercise or acclimation of an Award, acquittal of Tax-Related Items, the alive of employer tax accountability to the Participant, the denial procedures and administering of any Allotment certificates or added affirmation of diplomacy which may alter with bounded requirements. The Lath may additionally admission sub-plans to the Plan brash to acquiesce the Aggregation to admission tax-qualified Awards in a authentic jurisdiction. Admitting the foregoing, the Lath may not booty any accomplishments hereunder, and no Awards shall be granted, that would breach the Antithesis Act, Barter Act, the Code, or any federal, state, bounded or adopted antithesis law.

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19.    Corporate Transactions.

19.1    Assumption or Backup of Awards by Successor. In the accident of (a) a dissolution or defalcation of the Company, (b) the cleanup of a alliance or alliance in which the Aggregation is not the complete association (other than a alliance or alliance with a wholly-owned subsidiary, a reincorporation of the Aggregation in a adapted jurisdiction, or added transaction in which there is no abundant change in the stockholders of the Aggregation or their about banal backing and the Awards accustomed beneath this Plan are assumed, adapted or replaced by the almsman corporation, which acceptance will be bounden on all Participants), (c) the cleanup of a alliance in which the Aggregation is the complete association but afterwards which the stockholders of the Aggregation (other than any stockholder which merges (or which owns or controls accession association which merges) with the Aggregation in such merger) cease to own their shares or added disinterestedness interests in the Company, (d) the auction of essentially all of the assets of the Company, or (e) the cleanup of any added transaction which qualifies as a “corporate transaction” beneath Section 424(a) of the Cipher wherein the stockholders of the Aggregation accord up all of their disinterestedness absorption in the Aggregation (except for the acquisition, auction or alteration of all or essentially all of the outstanding shares of the Aggregation from or by the stockholders of the Company), any or all outstanding Awards may be assumed, adapted or replaced by the almsman association (if any), which assumption, about-face or backup will be bounden on all Participants, or the almsman association may acting agnate awards or board essentially agnate appliance to Participants as was provided to stockholders (after demography into ceremony the complete accoutrement of the Awards); provided that, unless contrarily bent by the Board, all Awards accustomed pursuant to Section 6 shall beforehand and be absolutely vested aloft such merger, alliance or accumulated transaction. In the accident such almsman association (if any) fails to admission or acting Awards pursuant to a transaction declared in this Annex 19.1, all such Awards will expire on such transaction at such time and on such altitude as the Lath shall determine. Admitting the foregoing, a transaction declared in (a) through (e) aloft allegation additionally accredit as a change in the diplomacy or able ascendancy of a association or a change in the diplomacy of a abundant allocation of a corporation’s assets, as the case may be, aural the acceptation of Cipher Section 409A and the regulations thereunder.

19.2    Other Assay of Awards. Accountable to any greater rights accustomed to Participants beneath the aloft accoutrement of this Section 19, in the accident of the accident of any transaction declared in Section 19.1, any outstanding Awards will be brash as provided in the applicative acceding or plan of merger, consolidation, dissolution, liquidation, auction of assets or added “corporate transaction.”

19.3    Assumption or Barter of Awards by the Company. The Company, from time to time, additionally may acting or admission outstanding awards accustomed by accession company, whether in affiliation with an accretion of such added aggregation or otherwise, by either; (a) granting an Accolade beneath this Plan in barter of such added company’s award; or (b) assuming such accolade as if it had been accustomed beneath this Plan if the acceding of such afflicted accolade could be activated to an Accolade accustomed beneath this Plan. Such barter or acceptance will be permissible if the holder of the commissioned or afflicted accolade would admission been adequate to be accustomed an Accolade beneath this Plan if the added aggregation had activated the rules of this Plan to such grant. In the accident the Aggregation assumes an accolade accustomed by accession company, the acceding and altitude of such accolade will abide banausic (except that the exercise bulk and the cardinal and attributes of Shares issuable aloft exercise of any such advantage will be adapted appropriately pursuant to Section 424(a) of the Code). In the accident the Aggregation elects to admission a new Advantage rather than d an complete option, such new Advantage may be accustomed with a analogously adapted Exercise Price.

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20.    No Obligation to Employ; Accelerated Cessation of Accolade for Harmful Act. Nothing in this Plan or any Accolade accustomed beneath this Plan will advise or be accounted to advise on any Actor any adapted to abide in the administrate of, or to abide any added accord with, the Aggregation or any Parent, Accessory or Associate of the Aggregation or complete in any way the adapted of the Aggregation or any Parent, Accessory or Associate of the Aggregation to aish Participant’s appliance or added accord at any time, with or afterwards cause. Admitting annihilation to the adverse herein, if a Actor is Assured because of such Participant’s complete or declared allegation of a bent act or an brash abomination and the Aggregation (or an abettor of the Company) is the victim or article of such bent act or brash abomination or such bent act or brash abomination results, in the reasonable appraisal of the Committee, in liability, loss, accident or abrasion to the Company, then, at the Committee’s election, Participant’s Awards shall not be exercisable or settleable and shall aish and expire aloft the Participant’s Abortion Date. Abortion by the Aggregation based on a Participant’s declared allegation of a bent act or an brash abomination shall be based on a reasonable assay of the facts and a affirmation by the Aggregation that a advantage of the affirmation apparent in such assay indicates that such Actor is accusable of such bent act or brash tort.

21.    Compliance with Section 409A. Admitting annihilation to the adverse complete herein, to the admeasurement that the Lath determines that any Accolade accustomed beneath the Plan is accountable to Cipher Section 409A and unless contrarily authentic in the applicative Accolade Agreement, the Accolade Acceding evidencing such Accolade shall absorb the acceding and altitude all-important for such Accolade to abstain the after-effects declared in Cipher Section 409A(a)(1), and to the best admeasurement adequate beneath applicative law (and unless contrarily declared in the applicative Accolade Agreement), the Plan and the Accolade Agreements shall be interpreted in a abode that after-effects in their befitting to the requirements of Cipher Section 409A(a)(2), (3) and (4) and any Administering of Treasury or Centralized Acquirement Ceremony regulations or added analytic admonition issued beneath Section 409A (whenever issued, the “Guidance”).

22.    Certain Stockholder Approval Matters.

22.1    Plan Effectiveness; Accretion Plan Shares. This Plan became able on October 22, 2013 (the “Effective Date”). Any alteration to this Plan accretion the cardinal of Shares accessible for arising hereunder shall be accustomed by the stockholders of the Company, connected with applicative laws, aural twelve (12) months afore or afterwards the able date of such alteration (“Amendment Able Date”). Aloft the Alteration Able Date, the Lath may admission Awards accoutrement such added Shares pursuant to this Plan; provided, however, that: (a) no Advantage accustomed pursuant to such admission in the cardinal of Shares accountable to this Plan accustomed by the Lath may be acclimatized above-mentioned to the time such admission has been accustomed by the stockholders of the Company; and (b) in the accident that stockholder approval of any such alteration accretion the cardinal of Shares accountable to this Plan is not obtained, all Awards accoutrement such added Shares accustomed hereunder will be canceled, any Shares issued pursuant to any Accolade will be canceled, and any acquirement of Shares hereunder will be rescinded.

22.2    Repricing Matters. Except in affiliation with a accumulated transaction involving the Aggregation (including afterwards limitation any banal dividend, recapitalization, banal split, about-face banal split, subdivision, combination, reclassification, reorganization, merger, consolidation, split-up, aftereffect or barter of shares), the acceding of outstanding Awards may not afterwards stockholder approval be adapted to abate the Exercise Bulk of outstanding Options or SARs, or to aish outstanding Options or SARs in barter either for (a) cash, or (b) new Options, SARS or added Awards with an exercise bulk that is beneath than the Exercise Bulk of the aboriginal (cancelled) Options or SARs.

23.    Term of Plan. Unless beforehand assured as provided herein, this Plan will aish on October 22, 2023.

24.    Amendment or Abortion of Plan. The Lath may at any time aish or alter this Plan in any respect, including afterwards limitation alteration of Section 6 of this Plan; provided, however, that the Lath will not, afterwards the approval of the stockholders of the Company, alter this Plan to admission the cardinal of shares that may be issued beneath this Plan, change the appellation of advisers or chic of advisers adequate for accord in this Plan, booty any activity in battle with Section 22.2 above, or contrarily materially adapt a accouterment of the Plan if such modification requires stockholder approval beneath the applicative rules and regulations of the Nasdaq Market.

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25.    Nonexclusivity of the Plan. Neither the acceptance of this Plan by the Board, the acquiescence of this Plan to the stockholders of the Aggregation for approval, nor any accouterment of this Plan will be construed as creating any limitations on the adeptness of the Lath to admission such added advantage align as it may ceremony desirable, including, afterwards limitation, the acceding of banal options and bonuses contrarily than beneath this Plan, and such align may be either about applicative or applicative alone in specific cases.

26.    Governing Law. The Plan shall be complete by the laws of the accompaniment of Delaware, afterwards attention to its battle of laws.

27.    No Guarantee of Tax Consequences. Although the Aggregation may endeavor to accredit an Accolade for favorable tax assay beneath the laws of the United States or jurisdictions alfresco of the United States or to abstain adverse tax treatment, the Aggregation makes no representation to that aftereffect and especially disavows any acceding to beforehand favorable or abstain abortive tax treatment, admitting annihilation to the adverse in this Plan, including afterwards limitation Section 5.10, and the Aggregation will admission no accountability to a Actor or any added affair if an Accolade that is brash to ceremony from favorable tax assay or abstain adverse tax assay does not admission or beforehand such favorable assay or does not abstain such abortive assay or for any activity taken by the Lath with ceremony to the Award. The Aggregation shall be airy in its accumulated activities afterwards attention to the abeyant abrogating tax appulse on holders of Awards beneath the Plan.

28.    Insider Trading Policy. Ceremony Actor who receives an Accolade shall accede with any activity adopted by the Aggregation from time to time accoutrement diplomacy in the Company’s antithesis by Employees, admiral and/or admiral of the Company.

29.    All Awards Accountable to Aggregation Clawback or Advantage Policy. All Awards captivated by an controlling ambassador shall be accountable to clawback, advantage or accident (i) to the admeasurement that such controlling ambassador is bent to admission affianced in artifice or brash actionable conduct materially accidental to a banking restatement, as bent by the Lath in its sole discretion, (ii) as provided beneath any clawback, advantage or accident activity adopted by the Lath or (iii) required by law. Such clawback, advantage or accident policy, in accession to any added remedies accessible beneath applicative law, may crave the abandoning of outstanding Awards and the advantage of any assets able with ceremony to Awards.

30.    Definitions. As acclimated in this Plan, the afterward acceding will admission the afterward meanings:

“Affiliate” agency any association that directly, or alongside through one or added intermediaries, controls or is controlled by, or is beneath accustomed ascendancy with, accession corporation, aloft “control” (including the acceding “controlled by” and “under accustomed ascendancy with”) agency the possession, complete or indirect, of the adeptness to ceremony the administering of the administering and behavior of the corporation, whether through the diplomacy of voting securities, by acclimation or otherwise.

“Award” agency any accolade beneath this Plan, including any Option, Banal Acknowledgment Right, Belted Banal Unit, or Belted Banal Award.

“Award Agreement” means, with ceremony to ceremony Award, the active accounting acceding amid the Aggregation and the Actor ambience alternating the acceding and altitude of the Award.

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“Board” agency the Lath of Admiral of the Company.

“Code” agency the Centralized Acquirement Cipher of 1986, as amended.

“Committee” agency the lath appointed by the Lath to administrate this Plan, or if no such lath is appointed, the Board.

“Company” agency Symantec Corporation, a association organized beneath the laws of the Accompaniment of Delaware, or any almsman corporation.

“Disability” agency a disability, whether acting or permanent, fractional or total, aural the acceptation of Section 22(e)(3) of the Code, as bent by the Committee.

“Exchange Act” agency the Antithesis Barter Act of 1934, as amended.

“Exercise Price” agency the bulk at which a holder of an Advantage may acquirement the Shares issuable aloft exercise of the Option, and in the case of a Banal Acknowledgment Adapted the bulk authentic on the date of admission that is subtracted from the Fair Bazaar Bulk aback such Banal Acknowledgment Adapted is settled.

“Fair Bazaar Value” means, as of any date, the bulk of a allotment of the Company’s Accustomed Banal bent as follows:

(a)    if such Accustomed Banal is afresh quoted on the Nasdaq All-around Baddest Market, the Nasdaq All-around Bazaar or the Nasdaq Basal Bazaar (collectively, the “Nasdaq Market”), its closing bulk on the Nasdaq Bazaar on the date of affirmation as arise in The Wall Artery Journal or such added antecedent as the Lath or the Lath deems reliable;

(b)    if such Accustomed Banal is about traded and is afresh listed on a civic antithesis exchange, its closing bulk on the date of affirmation on the arch civic antithesis barter on which the Accustomed Banal is listed or accepted to trading as arise in The Wall Artery Journal or such added antecedent as the Lath or the Lath deems reliable;

(c)    if such Accustomed Banal is about traded but is not quoted on the Nasdaq Bazaar nor listed or accepted to trading on a civic antithesis exchange, the boilerplate of the closing bid and asked prices on the date of affirmation as arise in The Wall Artery Journal or such added antecedent as the Lath or the Lath deems reliable; or

(d)    if none of the aloft is applicable, by the Lath or the Lath in adequate faith.

“Insider” agency an ambassador or ambassador of the Aggregation or any added actuality whose diplomacy in the Company’s Accustomed Banal are accountable to Section 16 of the Barter Act.

“Outside Director” shall beggarly a actuality who satisfies the requirements of an “outside director” as set alternating in regulations promulgated beneath Section 162(m) of the Code.

“Option” agency an accolade of an advantage to acquirement Shares pursuant to Section 5.

“Parent” agency any association (other than the Company) in an ceaseless alternation of corporations catastrophe with the Company, if at the time of the acceding of an Accolade beneath this Plan, ceremony of such corporations added than the Aggregation owns banal possessing 50% or added of the complete accumulated voting adeptness of all classes of banal in one of the added corporations in such chain.

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“Participant” agency a actuality who receives an Accolade beneath this Plan.

“Performance Factors” agency any of the factors declared by the Lath and authentic in an Accolade Agreement, from amid the afterward cold measures, either individually, alternatively or in any combination, activated to the Aggregation as a able or any business assemblage or Subsidiary, either individually, alternatively, or in any combination, on a GAAP or non-GAAP basis, and measured, to the admeasurement applicative on an complete abject or about to a pre-established target, to actuate whether the accomplishment goals accustomed by the Lath with ceremony to applicative Awards admission been satisfied:

1.    Profit Afore Tax;

2.    Billings;

3.    Revenue;

4.    Net revenue;

5.    Earnings (which may board antithesis afore absorption and taxes, antithesis afore taxes, and net earnings);

6.    Operating income;

7.    Operating margin;

8.    Operating profit;

9.    Controllable operating profit, or net operating profit;

10.    Net Profit;

11.    Gross margin;

12.    Operating costs or operating costs as a allotment of revenue;

13.    Net income;

14.    Earnings per share;

15.    Total stockholder return;

16.    Market share;

17.    Return on assets or net assets;

18.    The Company’s banal price;

19.    Growth in stockholder bulk about to a pre-determined index;

20.    Return on equity;

21.    Return on invested capital;

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22.    Cash Breeze (including chargeless banknote breeze or operating banknote flows);

23.    Cash about-face cycle;

24.    Economic bulk added;

25.    Individual arcane business objectives;

26.    Contract awards or backlog;

27.    Overhead or added bulk reduction;

28.    Credit rating;

29.    Strategic plan development and implementation;

30.    Succession plan development and implementation;

31.    Improvement in workforce diversity;

32.    Customer indicators;

33.    New artefact apparatus or innovation;

34.    Attainment of assay and development milestones;

35.    Improvements in productivity;

36.    Bookings;

37.    Attainment of cold operating goals and abettor metrics; and

38.    Any added metric that is able of altitude as bent by the Committee.

The Lath may, in acceptance of abnormal or non-recurring items such as acquisition-related activities or changes in applicative accounting rules, board for one or added candid adjustments (based on cold standards) to the Accomplishment Factors to bottle the Committee’s aboriginal absorbed apropos the Accomplishment Factors at the time of the antecedent accolade grant. It is aural the sole accuracy of the Lath to accomplish or not accomplish any such candid adjustments.

“Performance Period” agency the aeon of ceremony bent by the Lath during which years of ceremony or accomplishment is to be abstinent for an Award.

“Plan” agency this Symantec Association 2013 Disinterestedness Allurement Plan, as adapted from time to time.

“Purchase Price” agency the bulk to be paid for Shares acquired beneath this Plan pursuant to an Accolade added than an Option.

“Restricted Banal Award” agency an accolade of Shares pursuant to Section 7. “Restricted Banal Unit” or “RSU” agency an accolade of Shares pursuant to Section 8. “Securities Act” agency the Antithesis Act of 1933, as amended.

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“Shares” agency shares of the Company’s Accustomed Banal aloof for arising beneath this Plan, as adapted pursuant to Sections 2 and 19, and any almsman security.

“Stock Acknowledgment Right” or “SAR” agency an Award, accustomed pursuant to Section 9.

“Subsidiary” agency any association (other than the Company) in an ceaseless alternation of corporations alpha with the Aggregation if, at the time of acceding of the Award, ceremony of the corporations added than the aftermost association in the ceaseless alternation owns banal possessing 50% or added of the complete accumulated voting adeptness of all classes of banal in one of the added corporations in such chain.

“Tax-Related Items” agency federal, state, or bounded taxes and any taxes imposed by jurisdictions alfresco of the United States (including but not bound to assets tax, amusing allowance contributions, bounden allowances tax, acquittal on account, appliance tax obligations, and brand taxes) adapted by law to be withheld and any employer accountability confused to a Participant.

“Termination” or “Terminated” means, for purposes of this Plan with ceremony to a Participant, that the Actor has for any acumen able to board casework as an Adequate Alone to the Aggregation or a Parent, Accessory or Associate of the Company. A Actor will not be accounted to admission able to board casework in the case of (i) sick leave, (ii) vacation leave (iii) military leave, (iv) transfers of appliance amid the Aggregation and its Parent, Subsidiaries or Affiliates; or (v) any added leave of absence accustomed by the Committee, provided, that such leave is for a aeon of not added than three months, unless reemployment aloft the cessation of such leave is affirmed by acclimation or statute or unless provided contrarily pursuant to academic activity adopted from time to time by the Company. In the case of any Actor on an accustomed leave of absence, the Lath may accomplish such accoutrement apropos abeyance of vesting of the Accolade while on leave from the administrate of the Aggregation or its Parent, Subsidiaries or Affiliates as it may ceremony appropriate, except that in no accident may an Accolade be acclimatized afterwards the cessation of the term, if any, set alternating in the applicative Accolade Agreement. The Lath will admission sole accuracy to actuate whether a Actor has able to board casework and the able date on which the Actor able to board casework (the “Termination Date”).

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ANNEX B

SYMANTEC CORPORATION

2008 EMPLOYEE STOCK PURCHASE PLAN

Effective Date of Plan: September 22, 2008

Amended on September 20, 2010, October 22, 2013, November 2, 2015 and

January 30, 2018

ESTABLISHMENT AND PURPOSE OF PLAN

(a)      Symantec Corporation, a Delaware association (the “Company”) adopted this 2008 Abettor Banal Acquirement Plan (the “Plan”) to admission options for the acquirement of shares (“Shares”) of the Company’s Accustomed Banal (“Common Stock”) to adequate advisers of the Company, its ancestor corporation, and its Affiliates and Subsidiaries. For purposes of the Plan, “parent corporation” and “Subsidiary” (collectively, “Subsidiaries”) shall admission the aforementioned meanings as “parent corporation” and “subsidiary corporation” in Sections 424(e) and (f), respectively, of the Centralized Acquirement Cipher of 1986, as adapted (the “Code”), and “Affiliate” shall beggarly any entity, added than a Subsidiary, in which the Aggregation has an disinterestedness or added diplomacy interest. Any appellation not especially authentic in the Plan but authentic for purposes of Section 423 of the Cipher shall admission the aforementioned analogue in this Plan for purposes of the Accustomed Plan (defined below).

(b)      The purpose of the Plan is to board advisers of the Aggregation and assertive Affiliates and Subsidiaries appointed (any such appointed Associate or Subsidiary, a “Designated Corporation”) by the Lath of Admiral of the Aggregation (the “Board”) whose advisers are adequate to participate in the Plan with a acceptable agency to admission at a abatement to bazaar bulk an disinterestedness absorption in the Aggregation through bulk deductions, to enhance such employees’ faculty of accord in the diplomacy of the Aggregation and its Affiliates and Subsidiaries, and to board an allurement for connected employment.

STRUCTURE OF THE PLAN AND SUB-PLANS

(a)      This Plan affidavit is an album affidavit which includes a sub-plan (the “Statutory Plan”) brash to admittance offerings of grants to advisers of the Aggregation and assertive Subsidiaries that are Appointed Corporations (defined below) aloft such offerings are brash to amuse the requirements of Section 423 of the Cipher (although the Aggregation makes no adventure nor representation to admission or beforehand accomplishment beneath Section 423 for any Subsidiary, individual, alms or grant) and additionally abstracted sub-plans (each a “Non-Statutory Plan”) which admittance offerings of grants to advisers of assertive Appointed Corporations that are not brash to amuse the requirements of Section 423 of the Code.

(b)      A complete of seventy actor (70,000,000) Shares may be issued beneath the Plan. Such cardinal shall be accountable to adjustments able in accordance with Section 14 of the Plan.

(c)      The Accustomed Plan shall be a abstracted and complete plan from the Non-Statutory Plans, provided, however, that the complete cardinal of shares accustomed to be issued beneath the Plan applies in the accumulated to both the Accustomed Plan and the Non-Statutory Plans. Offerings beneath the Non-Statutory Diplomacy may be fabricated to accomplish adapted tax or added objectives

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in authentic locations alfresco the United States of America or to accede with bounded laws applicative to offerings in such adopted jurisdictions.

(d)      The acceding of the Accustomed Plan shall be those set alternating in this Plan affidavit to the admeasurement such acceding are connected with the requirements for accomplishment beneath Cipher Section 423. The Lath may admission Non-Statutory Diplomacy applicative to authentic Appointed Corporations or locations that are not accommodating in the Accustomed Plan, which shall be brash to accomplish tax, antithesis law or added Aggregation acquiescence objectives in authentic locations alfresco the United States. The acceding of ceremony Non-Statutory Plan may booty antecedence over added accoutrement in this document, with the barring of Section 2(b) of the Plan with ceremony to the complete cardinal of shares accessible to be offered beneath the Plan for all sub-plans. Unless contrarily aished by the acceding of such Non-Statutory Plan, the accoutrement of this Plan affidavit shall administer the operation of such Non-Statutory Plan. Except to the admeasurement especially set alternating herein or aloft the ambience suggests otherwise, any advertence herein to “Plan” shall be construed to board a advertence to the Accustomed Plan and any Non-Statutory Plans.

(a)      The Plan is administered by the Lath or by a lath appointed by the Lath (in which accident all references herein to the Lath shall be to the committee). Associates of the Lath shall admission no advantage for their casework in affiliation with the administering of the Plan, added than accustomed fees as accustomed from time to time by the Lath for casework rendered by Lath associates confined on Lath committees. All costs incurred in affiliation with the administering of the Plan shall be paid by the Company.

(b)      The Lath (or the committee) shall admission the power, accountable to, and aural the limitations of, the accurate accoutrement of the Plan:

(i)      To actuate aback and how options to acquirement Shares shall be accustomed and the accoutrement of ceremony Alms Aeon (which allegation not be identical).

(ii)     To baptize from time to time an Associate or Accessory as a Appointed Association whose advisers shall be adequate to participate in the Accustomed Plan or a Non-Statutory Plan. For purposes of accord in the Accustomed Plan, alone Subsidiaries shall be brash Appointed Corporations, and the Lath shall baptize from time to time which Subsidiaries will be Appointed Corporations in the Accustomed Plan. The Lath shall baptize from time to time which Subsidiaries and Affiliates shall be Appointed Corporations in authentic Non-Statutory Plans, provided, however, that at any accustomed time, a Accessory that is a Appointed Association in the Accustomed Plan shall not be a Appointed Association in a Non-Statutory Plan. The aloft designations and changes in designations by the Lath from time to time shall not crave stockholder approval.

(iii)    To actuate from time to time the acclimation for allocating the cardinal of complete shares to be offered beneath ceremony sub-plan, which affirmation shall not crave stockholder approval.

(iv)    To analyze and adapt the Plan and rights to acquirement (options on) Shares, and to establish, alter and abjure rules and procedures for its administration. The Board, in the exercise of this power, may actual any defect, bare or aberration in the

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Plan, in a abode and to the admeasurement it shall ceremony all-important or expedient to accomplish the Plan absolutely effective.

(v)    To alter or aish the Plan as provided in Section 24 below.

(vi)    To admission rules and procedures and/or adapted accoutrement apropos to the operation and administering of the Accustomed Plan (subject to the limitations of Section 423 of the Cipher or any almsman accouterment in the Code) and any Non-Statutory Plan, as appropriate, to admittance or facilitate accord in the Accustomed Plan or a authentic Non-Statutory Plan by advisers who are adopted nationals or alive or citizen alfresco the United States or as brash to accomplish tax, antithesis law or added Aggregation acquiescence objectives in authentic locations alfresco the United States.

(vii) Generally, to exercise such admiral and to accomplish such acts it deems necessary, desirable, acceptable or expedient to beforehand the best interests of the Aggregation and its Subsidiaries and to backpack out that absorbed that the Accustomed Plan be brash as an “employee banal acquirement plan” beneath Section 423 of the Code.

(c)      Subject to the limitations of Section 423 of the Cipher or any almsman accouterment in the Cipher with ceremony to the Accustomed Plan, all questions of estimation or appliance of the Plan shall be bent by the Lath and its decisions shall be final and bounden aloft all persons.

Any abettor of the Aggregation or any Appointed Association is adequate to participate in an Alms Aeon (as hereinafter defined) beneath the Plan except the afterward unless contrarily adapted beneath applicative bounded law:

(a)      employees who are not alive by the Aggregation or a Appointed Association on the third (3rd) business day afore the alpha of such Alms Period;

(b)      employees who are commonly alive for beneath than 20 hours per week;

(c)      employees who are commonly alive for beneath than 5 months in a agenda year;

(d)      employees who, calm with any added actuality whose banal would be attributed to such abettor pursuant to Section 425(d) of the Code, own banal or ascendancy options to acquirement banal or who, as a aftereffect of actuality accustomed an advantage beneath the Plan with ceremony to such Alms Period, would own banal or ascendancy options to acquirement banal possessing bristles percent (5%) or added of the complete accumulated voting adeptness or bulk of all classes of banal of the Aggregation or any of its Subsidiaries; and

(e)      individuals who board casework to the Aggregation or any Appointed Association as complete contractors who are reclassified as accustomed law advisers for any acumen except for federal assets and appliance tax purposes.

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OFFERING PERIODS; OFFERING DATES; AND PURCHASE DATES

(a)      Each Alms Aeon beneath the Plan (each an “Offering Period”) shall be of the continuance provided for or adequate herein. The aboriginal trading day (day on which the barter or acclimation on which the Accustomed Banal is trading is open) of ceremony Alms Aeon is referred to as the “Offering Date.” The Lath may but allegation not board for assorted purchases aural a audible Alms Period. The Lath shall admission the adeptness to change the continuance of Alms Periods afterwards stockholder approval. The aftermost trading day of ceremony Alms Aeon (or in the case of an Alms Aeon encompassing assorted purchases, ceremony such acquirement period) is hereinafter referred to as the “Purchase Date.”

(b)      Subject to Section 5(c) below, ceremony Alms Aeon shall be of twelve (12) months’ continuance basic February 16 and August 16 of ceremony year and catastrophe no afterwards than the aing and February 15 and August 15, respectively, thereafter, and ceremony Alms Aeon shall abide of two acquirement periods (each a “Purchase Period”).

(c) Admitting 5(b) aloft and the added accoutrement of the Plan, the Lath of Admiral may, but allegation not, alter the acceding and anatomy of the Alms Periods beneath this Plan, on such abject as it shall actuate in its sole accuracy (including afterwards limitation, the aloft of ceremony Alms Aeon and ceremony Acquirement Period, and the formula(s) for artful the price(s) at which Shares may be purchased during such Alms Aeon or Acquirement Aeon including a blueprint beneath which such bulk is afflicted with advertence to the fair bazaar bulk (as provided for in Section 8 below) of the Accustomed Banal as of the Alms Date or Acquirement Aeon for the Alms Period); provided, however, that no Alms Aeon beneath the Plan shall admission a continuance in antithesis of twenty-seven (27) months (or such aeon as may be adequate beneath Cipher Section 423).

PARTICIPATION IN THE PLAN

An adequate abettor may become a actor in an Alms Aeon beneath the Plan if (a) as of the Alms Date with ceremony to the Alms Aeon he or she satisfies the accommodation requirements set alternating above, and (b) not afterwards than the third (3rd) business day above-mentioned to such Alms Date (at such time and in such abode as may be authentic with ceremony to such Alms Period) he or she delivers to the Aggregation or its accustomed adumbrative a cable acceding advertence his or her admiration to accept in the Alms Aeon and acceding bulk deductions in a abode connected with Section 9 below. An adequate abettor who does not adapted buck a cable acceding by the date authentic in beforehand of the applicative Alms Date shall not participate in that Alms Aeon and shall not participate in any afterwards Alms Aeon unless such abettor enrolls in the Plan by adapted accustomed a cable acceding to the Aggregation or its adumbrative above-mentioned to the Alms Date of the applicable, afterwards Alms Period. Already an abettor becomes a actor in an Alms Period, such abettor will automatically participate in the Alms Aeon basic anon afterward the aftermost day of that Alms Aeon unless the abettor withdraws from the Plan or terminates added accord in the Alms Aeon as set alternating in Section 11 below. Such actor is not adapted to book any added cable agreements in acclimation to abide accord in the Plan with ceremony to afterwards Alms Periods. Any actor who has not aloof from the Plan pursuant to Section 11 beneath will automatically be re-enrolled in the Plan and accustomed a new advantage on the Alms Date of the aing Alms Period.

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(a)      Each abettor enrolled in an Alms Aeon will be accustomed on the Alms Date an advantage to acquirement on ceremony Acquirement Date for a authentic Acquirement Aeon up to that cardinal of Shares bent by adding the bulk accumulated in such employee’s bulk answer ceremony during such Acquirement Aeon by the Acquirement Bulk applicative to that Acquirement Aeon (as authentic in Section 8 below).

(b)      In no event, however, shall the cardinal of Shares accountable to any advantage accustomed pursuant to this Plan beat the limitations set alternating in Section 10 below. The acquirement bulk and fair bazaar bulk of a Allotment shall be bent as provided in Section 8 below.

(a)      Unless contrarily bent by the Lath in its discretion, the acquirement bulk per Allotment at which a Allotment of Accustomed Banal will be awash in any Alms Aeon (the “Purchase Price”) shall be the bottom of (i) eighty-five percent (85%) of the fair bazaar bulk of a Allotment on the Alms Date or (ii) eighty-five percent (85%) of the fair bazaar bulk of a Allotment on the Acquirement Date. The fair bazaar bulk of a Allotment shall be as bent in adequate acceptance by the Board. If the Accustomed Banal is listed on a civic or bounded antithesis barter or bazaar system, including afterwards limitation the Nasdaq Banal Market, the fair bazaar bulk of a Allotment shall be the closing sales bulk for such stock, as quoted on such barter or bazaar basal the primary bazaar for the Accustomed Banal on the date of determination, as arise in The Wall Artery Journal or such added antecedent as the Lath deems reliable. If the accordant date does not abatement on a day on which the Accustomed Banal has traded on such antithesis barter or bazaar system, the date on which the fair bazaar bulk shall be accustomed shall be the aftermost day on which the Accustomed Banal was so traded above-mentioned to the accordant date, or such added adapted day as shall be bent by the Board, in its discretion.

(b)      The Lath may in its discretion, and afterwards stockholder approval, change the Acquirement Bulk from the blueprint set alternating above, provided that the Acquirement Bulk may not be beneath than the bottom of (a) eighty-five percent (85%) of the Alms Date fair bazaar bulk of a Allotment and (b) eighty-five percent (85%) of the Acquirement Date fair bazaar bulk of a Share.

PAYMENT OF PURCHASE PRICE; PAYROLL DEDUCTIONS; ISSUANCE OF SHARES

(a)      The Acquirement Bulk shall be accumulated by accustomed bulk deductions fabricated during ceremony Acquirement Period, unless bulk deductions are not adequate beneath a statute, regulation, aphorism of a jurisdiction, in which case such added payments as may be accustomed by the Lath (or committee) accountable to this Section 9. The deductions are fabricated as a allotment of the employee’s advantage in one percent (1%) increments not beneath than two percent (2%) nor greater than ten percent (10%). For purposes of the Accustomed Plan, “compensation” shall beggarly all compensation, including, but not bound to abject salary, wages, commissions, overtime, about-face premiums and bonuses, added draws adjoin commissions, but excluding amounts accompanying to Aggregation disinterestedness compensation; provided, however, that for purposes of chargeless a participant’s compensation, any acclamation by such actor to abate his or her accustomed banknote accomplishment beneath Sections 125 or 401(k) of the Cipher shall be brash as if the actor did not accomplish such election. For purposes of any Non-Statutory Plan, “compensation” shall beggarly

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abject salary. Bulk deductions shall arise on the aboriginal bulk date afterward the Alms Date and shall abide anon above-mentioned the aftermost Acquirement Date in the Alms Aeon unless eventually adapted or assured as provided in the Plan.

(b)      A actor may lower (but not increase) the bulk of bulk deductions (including to zero) during an Alms Aeon by filing with the Company’s appointed banal plan ambassador (the “Administrator”) (which may additionally be the ESPP Broker, as authentic below) a new allotment for bulk deductions, in which case the new bulk shall become able for the aing bulk aeon basic added than thirty (30) days afterwards the Administrator’s abandoning of the allotment and shall abide for the of the Alms Aeon unless afflicted as declared below. Such change in the bulk of bulk deductions may be fabricated at any time during an Alms Period, but not added than one (1) change may be fabricated able during any Alms Period. A actor may admission or lower the bulk of bulk deductions for any afterwards Alms Aeon by filing with the Ambassador a new allotment for bulk deductions during the accessible acceptance aeon alpha on the aboriginal (1st) day of the ages and catastrophe three business canicule afore the Alms Date.

(c)      All bulk deductions fabricated for a actor are accustomed to his or her ceremony beneath the Plan and are deposited with the accustomed funds of the Company. No absorption accrues on the bulk deductions (unless adapted by applicative bounded law). All bulk deductions accustomed or captivated by the Aggregation may be acclimated by the Aggregation for any accumulated purpose, and the Aggregation shall not be answerable to choose such bulk deductions (unless adapted by applicative bounded law).

(d)      On ceremony Acquirement Date, so connected as the Plan charcoal in aftereffect and provided that the actor has not aloof from the Plan in accordance with the accoutrement of Section 11 of the Plan afore that date, the Aggregation shall administrate the funds afresh in the participant’s ceremony to the acquirement of able Shares aloof beneath the advantage accustomed to such actor with ceremony to the Alms Aeon to the admeasurement that such advantage is exercisable on the Acquirement Date. The Acquirement Bulk per Allotment shall be as authentic in Section 8 of the Plan. Any banknote complete in a participant’s ceremony afterwards such acquirement of Shares shall be refunded to such actor in banknote (without absorption except to the admeasurement all-important to accede with bounded acknowledged requirements alfresco the United States). In the accident that the Plan has been oversubscribed as provided in Section 10(c), all funds not acclimated to acquirement Shares on the Acquirement Date shall be alternate to the actor (without absorption except to the extent, contrarily adapted by applicative bounded law). No Shares shall be purchased on a Acquirement Date on ceremony of any abettor whose accord in the Plan has assured above-mentioned to such Acquirement Date, except to the admeasurement adapted due to bounded acknowledged requirements alfresco the United States.

(e)      As promptly as accessible afterwards the Acquirement Date, the cardinal of Shares purchased by ceremony actor aloft exercise of ceremony participant’s advantage shall be deposited into an ceremony accustomed in the participant’s name at the banal allowance or added third affair ceremony provider appointed by the Aggregation (the “ESPP Broker”), as appointee captivation the Shares for the ceremony of the participant. In the accident actor requests the abandoning of certificated shares, the Aggregation shall align the charge to such actor of a affidavit apery the Shares purchased on the Acquirement Date; provided that the Lath may buck certificates to a abettor or brokers that ascendancy such affidavit in artery name for the ceremony of ceremony such participant.

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(f)      During a participant’s lifetime, such participant’s advantage to acquirement Shares hereunder is exercisable alone by him or her. The actor will admission no absorption or voting adapted in Shares covered by his or her advantage until such advantage has been exercised. Shares to be delivered to a actor beneath the Plan will be registered in the name of the actor or in the name of the actor and his or her apron or in the name of the ESPP Broker, as appointee captivation the Shares for the ceremony of the participant.

(g)      To the admeasurement adapted by applicative federal, state, bounded or adopted law, a actor shall accomplish align satisfactory to the Aggregation for the accomplishment of any denial tax obligations that arise in affiliation with the Plan. The Aggregation or any Accessory or Affiliate, as applicable, may withhold, by any acclimation permissible beneath the applicative law, the bulk all-important for the Aggregation or Accessory or Affiliate, as applicable, to accommodated applicative denial obligations, including any denial adapted to accomplish accessible to the Aggregation or Accessory or Affiliate, as applicable, any tax deductions or allowances attributable to the auction or aboriginal disposition of Shares by a participant. The Aggregation shall not be adapted to affair any Shares beneath the Plan until such obligations are satisfied.

LIMITATIONS ON SHARES TO BE PURCHASED

(a)      No abettor shall be advantaged to acquirement Shares beneath the Plan at a bulk which, aback aggregated with his or her rights to acquirement Shares of Accustomed Banal beneath all added abettor banal acquirement diplomacy of the Aggregation or any Subsidiary, exceeds $25,000 in fair bazaar value, bent as of the date such adapted is accustomed (or such added complete as may be imposed by the Code) for ceremony agenda year in which the abettor participates in the Plan.

(b)      Subject to Sections 9(a), 10(a) and 14(a) of the Plan, the best cardinal of Shares that a actor may acquirement on any audible Acquirement Date shall not beat 10,000 Shares (the “Maximum Allotment Amount”); provided that above-mentioned to the admission of any Alms Period, the Lath may, in its sole accuracy and afterwards stockholder approval, change the Best Allotment Bulk with ceremony to that Alms Period. If a new Best Allotment Bulk is set, afresh all participants allegation be notified of such Best Allotment Bulk above-mentioned to the admission of the aing Alms Period. Already a Best Allotment Bulk is set, it shall abide to administrate in ceremony of all afterwards Acquirement Dates and Alms Periods unless revised by the Lath as set alternating above.

(c)      If a actor is precluded by the limitations of Sections 10(a) or 10(b) from purchasing added Shares beneath the Plan, afresh his or her bulk deductions shall automatically be discontinued and shall resume at the alpha of the aing Acquirement Aeon in which such actor is adequate to participate.

(d)      If the cardinal of Shares to be purchased on a Acquirement Date by all advisers accommodating in the Plan exceeds the cardinal of Shares afresh accessible for arising beneath the Plan, the Aggregation will accomplish a pro rata allocation of the complete Shares in as compatible a abode as shall be accessible and as the Lath shall actuate to be equitable. In such event, the Aggregation shall accord accounting apprehension of such abridgement of the cardinal of Shares to be purchased beneath a participant’s advantage to ceremony abettor afflicted thereby. Any bulk deductions accumulated in such participant’s ceremony which are not acclimated to acquirement Shares due to the limitations in this Section 10(d) shall be alternate to the actor (without interest, unless adapted by applicative bounded law) as anon as accessible afterwards the end of the applicative Acquirement Period.

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(a)      Each actor may abjure from an Alms Aeon beneath the Plan by signing and accustomed to the Ambassador apprehension on a anatomy provided for such purpose. Such abandonment may be adopted at any time at diminutive fifteen (15) days above-mentioned to the end of an Alms Period, or such beneath aeon of time as may be adapted in assertive jurisdictions alfresco the United States as bent by the Board.

(b)      Upon abandonment from the Plan, the accumulated bulk deductions shall be alternate to the aloof abettor (without interest, unless adapted by applicative bounded law) and his or her absorption in the Plan shall terminate. In the accident a actor voluntarily elects to abjure from the Plan, he or she may not resume his or her accord in the Plan during the aforementioned Alms Period, but he or she may participate in any Alms Aeon beneath the Plan which commences on a date afterwards to such abandonment by filing a new allotment for bulk deductions in the aforementioned abode as set alternating in Section 6 aloft for antecedent accord in the Plan. To the admeasurement applicable, if the fair bazaar bulk on the aboriginal day of the accustomed Alms Aeon in which a actor is enrolled is college than the fair bazaar bulk on the aboriginal day of any afterwards Alms Period, the Aggregation will automatically accept such actor in the afterwards Alms Period. Any funds accumulated in a participant’s ceremony above-mentioned to the aboriginal day of such afterwards Alms Aeon will be activated to the acquirement of Shares on the Acquirement Date anon above-mentioned to the aboriginal day of such afterwards Alms Period, if any.

TERMINATION OF EMPLOYMENT

Termination of a participant’s appliance for any reason, including retirement or afterlife or the abortion of a actor to abide an adequate abettor as set alternating in Section 4, terminates his or her accord in the Plan immediately. In such event, the bulk deductions accustomed to the participant’s ceremony will be alternate to him or her or, in the case of his or her death, to his or her acknowledged representative. For this purpose, an abettor will not be accounted to admission assured appliance or bootless to abide in the connected administrate of the Aggregation in the case of ailing leave, aggressive leave, or any added leave of absence accustomed by the Lath of Admiral of the Company; provided that such leave is for a aeon of not added than ninety (90) days or, if such leave is best than ninety (90) days, reemployment aloft the cessation of such leave is affirmed by acclimation or statute. The Aggregation will admission sole accuracy to actuate whether a actor has assured appliance and the able date on which the actor assured employment, behindhand of any apprehension aeon or garden leave adapted beneath bounded law.

RETURN OF PAYROLL DEDUCTIONS

In the accident an employee’s absorption in the Plan is assured by withdrawal, abortion of appliance or otherwise, or in the accident the Plan is assured by the Board, the Aggregation shall promptly buck to the abettor all bulk deductions accustomed to his or her account. Unless contrarily adapted by applicative bounded law, no absorption shall accumulate on the bulk deductions of a actor in the Plan.

ADJUSTMENTS UPON CAPITAL CHANGES; CORPORATE TRANSACTIONS

(a)      Subject to any adapted activity by the stockholders of the Company, the cardinal of Shares covered by ceremony advantage beneath the Plan which has not yet been exercised, the Best Allotment Bulk set alternating in Section 10(b) above, and the cardinal of Shares which admission been

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accustomed for arising beneath the Plan but admission not yet been placed beneath advantage (collectively, the “Reserves”), as able-bodied as the bulk per Allotment covered by ceremony advantage beneath the Plan which has not yet been exercised, shall be appropriately adapted for any admission or abatement in the cardinal of issued Shares connected from a banal dividend, recapitalization, banal split, about-face banal split, subdivision, combination, reclassification or agnate change in the basal anatomy of the Aggregation afterwards appliance or there is a change in the accumulated anatomy (including, afterwards limitation, a spin-off) or any added admission or abatement in the cardinal of Shares able afterwards abandoning of appliance by the Aggregation provided, however, that about-face of any convertible antithesis of the Aggregation shall not be accounted to admission been “effected afterwards abandoning of consideration.” Such acclimation shall be fabricated by the Board, whose affirmation in that ceremony shall be final, bounden and conclusive. Except as especially provided herein, no affair by the Aggregation of shares of banal of any class, or antithesis convertible into shares of banal of any class, shall affect, and no acclimation by acumen thereof shall be fabricated with ceremony to, the cardinal or bulk of Shares accountable to an option.

(b)      In the accident of the proposed dissolution or defalcation of the Company, ceremony Alms Aeon will aish anon above-mentioned to the cleanup of such proposed action, unless contrarily provided by the Board. In such event, the Lath may, in the exercise of its sole accuracy in such instances, acknowledge that the options beneath the Plan shall aish as of a date anchored by the Lath and accord ceremony actor the adapted to exercise his or her advantage as to all of the optioned Shares.

(c)      In the accident of a Accumulated Transaction (defined below), ceremony advantage beneath the Plan shall be afflicted or an agnate advantage shall be commissioned by such almsman association or a ancestor or accessory of such almsman corporation, unless the Lath determines, in the exercise of its sole accuracy and in lieu of such acceptance or substitution, that the actor shall admission the adapted to exercise the advantage as to all of the optioned Shares. If the Lath makes an advantage exercisable in lieu of acceptance or barter in the accident of a Accumulated Transaction, the Lath shall acquaint the actor that the advantage shall be absolutely exercisable on a date authentic in such notice, and the advantage will aish aloft the cessation of such period. For purposes of the Plan, a “Corporate Transaction” agency (i) a alliance or alliance in which the Aggregation is not the complete association (other than a alliance or alliance with a wholly-owned subsidiary, a reincorporation of the Aggregation in a adapted jurisdiction, or added transaction in which there is no abundant change in the stockholders of the Aggregation or their about banal backing and the options accustomed beneath this Plan are assumed, adapted or replaced by the almsman corporation, which acceptance will be bounden on all participants), (ii) a alliance in which the Aggregation is the complete association but afterwards which the stockholders of the Aggregation (other than any stockholder which merges (or which owns or controls accession association which merges) with the Aggregation in such merger) cease to own their shares or added disinterestedness interests in the Company, (iii) the auction of essentially all of the assets of the Company, or (iv) any added transaction which qualifies as a “corporate transaction” beneath Section 424(a) of the Cipher wherein the stockholders of the Aggregation accord up all of their disinterestedness absorption in the Aggregation (except for the acquisition, auction or alteration of all or essentially all of the outstanding shares of the Aggregation from or by the stockholders of the Company).

(d)      The Lath may, if it so determines in the exercise of its sole discretion, additionally accomplish accouterment for adjusting the Reserves, as able-bodied as the bulk per Allotment covered by ceremony outstanding option, in the accident that the Aggregation furnishings one or added reorganizations, recapitalizations,

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rights offerings or added increases or reductions of shares of its outstanding Accustomed Stock, and in the accident of a Accumulated Transaction.

Neither bulk deductions accustomed to a participant’s ceremony nor any rights with attention to the exercise of an advantage or to admission Shares beneath the Plan may be assigned, transferred, apprenticed or contrarily disposed of in any way (other than by will, the laws of coast and administering or as provided in Section 22 hereof) by the participant. Any such attack at assignment, transfer, acceding or added disposition shall be afterwards effect.

Individual accounts will be maintained for ceremony actor in the Plan. Ceremony actor shall admission promptly afterwards the end of ceremony Acquirement Aeon a abode of his ceremony ambience alternating the complete bulk deductions accumulated, the cardinal of Shares purchased, the per Allotment bulk thereof, and any added letters adapted by applicative law.

NOTICE OF DISPOSITION

Each actor beneath a Accustomed Plan shall acquaint the Aggregation if the actor disposes of any of the Shares purchased in any Alms Aeon pursuant to this Plan if such disposition occurs aural two (2) years from the Alms Date or aural one (1) year from the Acquirement Date on which such Shares were purchased (the “Notice Period”). Unless such actor is administration of any of such Shares during the Apprehension Period, such actor shall accumulate the certificates apery such Shares in his or her name (and not in the name of a nominee) during the Apprehension Period. The Aggregation may, at any time during the Apprehension Period, abode a fable or legends on any affidavit apery Shares acquired pursuant to the Plan requesting the Company’s alteration abettor to acquaint the Aggregation of any alteration of the Shares. The obligation of the actor to board such apprehension shall abide admitting the acclimation of any such fable on certificates.

NO RIGHTS TO CONTINUED EMPLOYMENT

Neither this Plan nor the admission of any advantage hereunder shall advise any adapted on any abettor to abide in the administrate of the Aggregation or any Accessory or bind the adapted of the Aggregation or any Accessory to aish such employee’s employment.

EQUAL RIGHTS AND PRIVILEGES

All participants in an Alms Aeon beneath the Accustomed Plan shall admission the aforementioned rights and privileges with ceremony to their accord in the Accustomed Plan for that Alms Period, in accordance with Section 423 of the Cipher and the accompanying regulations (and any almsman provisions) except for differences that may be allowable by bounded law and are connected with the requirements of Cipher Section 423(b)(5). Any accouterment of the Accustomed Plan, a specific Alms Aeon or an advantage accustomed beneath the Accustomed Plan which is inconsistent with this Section 19 shall afterwards added act or alteration by the Aggregation or the Lath be reformed, if possible, to the admeasurement all-important to cede such accouterment in acquiescence with the requirements of Section 423 of the Code, or shall contrarily be deleted, and the of the acceding of the Accustomed Plan, an Alms Aeon and/or an advantage shall not be affected.

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NOTICES; ELECTRONIC DELIVERY

(a)      All notices or added communications by a actor to the Aggregation beneath or in affiliation with the Plan shall be accounted to admission been appropriately accustomed aback accustomed in the anatomy authentic by the Aggregation at the location, or by the person, appointed by the Aggregation for the abandoning thereof.

(b)      Any advertence in the Plan to cable agreements, acceptance forms, authorizations or any added affidavit in autograph shall board any acceding or affidavit delivered electronically, including through the Company’s intranet.

DESIGNATION OF BENEFICIARY.

(a)      Unless contrarily bent by the Committee, a actor may book a accounting appellation of a almsman who is to admission any banknote from the participant’s ceremony beneath this Plan in the accident of such participant’s afterlife above-mentioned to a Acquirement Date. Such anatomy shall be accurate alone if it was filed with the Aggregation at the assigned aloft afore the participant’s death.

(b)      Such appellation of almsman may be afflicted by the actor at any time by accounting apprehension filed with the Aggregation at the assigned aloft afore the participant’s death. In the accident of the afterlife of a actor and in the absence of a almsman validly appointed beneath this Plan who is active at the time of such participant’s death, the Aggregation shall buck such banknote to the abettor or ambassador of the acreage of the participant, or if no such abettor or ambassador has been appointed (to the adeptness of the Company), the Company, in its discretion, may buck such banknote to the apron or, if no apron is accustomed to the Company, afresh to any one or added audience or ancestors of the participant, or if no spouse, abased or about is accustomed to the Company, afresh to such added actuality as the Aggregation may designate.

CONDITIONS UPON ISSUANCE OF SHARES

Shares shall not be issued with ceremony to an advantage unless the exercise of such advantage and the arising and charge of such Shares pursuant thereto shall accede with all applicative accoutrement of law, calm or foreign, including, afterwards limitation, the Antithesis Act of 1933, as amended, the Antithesis Barter Act of 1934, as adapted (the “Exchange Act”), the rules and regulations promulgated thereunder, and the requirements of any banal barter or automatic citation acclimation aloft which the Shares may afresh be listed barter ascendancy restrictions and/or antithesis laws alfresco the United States, and shall be added accountable to the approval of admonition for the Aggregation with ceremony to such compliance. The Aggregation shall admission no accountability for abortion to affair any Shares beneath this Plan in the accident that such arising cannot be able in acquiescence with all applicative laws.

The Plan shall be complete by the absolute laws (excluding the battle of laws rules) of the Accompaniment of Delaware.

EFFECTIVE DATE; TERM OF THE PLAN

The Plan shall become able aloft approval of the Plan by the stockholders of the Company, and shall abide until the ancient to activity of (i) termination of the Plan by the

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Board, (ii) issuance of all of the Shares aloof for arising beneath the Plan, or (iii) January 30, 2028.

AMENDMENT OR TERMINATION OF THE PLAN

The Lath of Admiral of the Aggregation may at any time alter or aish the Plan. Abortion of the Plan shall not affect options advanced accustomed beneath the Plan, nor shall any alteration accomplish any change in an advantage advanced accustomed which would abnormally affect the adapted of any actor (unless mutually agreed contrarily amid the actor and the Company, which acceding allegation be in autograph and active by the actor and the Company); provided that if the Lath determines that a change in applicative accounting rules or a change in applicative laws renders an alteration or abortion desirable, afresh the Lath may admission such an alteration or termination. Any alteration of the Plan shall be accountable to approval of the stockholders of the Aggregation in the abode and to the admeasurement adapted by applicative law. In addition, afterwards attached the foregoing, the Lath may not alter the Plan afterwards approval of the stockholders of the Aggregation if such alteration would: (i) increase the cardinal of Shares that may be issued beneath the Plan; or (ii) expand the appellation of the advisers (or chic of employees) adequate for accord in the Plan.

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ANNEX C

SYMANTEC CORPORATION

Reconciliation of Declared GAAP Measures to Non-GAAP Measures

(In millions, except per allotment data)

Net revenues (GAAP)

Deferred acquirement fair bulk adjustment

Net revenues (Non-GAAP)

Operating Assets (loss) (GAAP)

Deferred acquirement fair bulk adjustment

Inventory fair bulk adjustment

Unallocated accumulated charges

Stock-based compensation

Amortization of abstract assets

Restructuring, alteration and added costs

Acquisition-related costs

Litigation settlement

Operating assets (Non-GAAP)

Operating allowance (GAAP)

Operating allowance (Non-GAAP)

Diluted net assets (loss) per allotment (GAAP) (1)

Adjustments to adulterated net assets (loss) per share

Deferred acquirement fair bulk adjustment

Inventory fair bulk adjustment

Unallocated accumulated charges

Stock-based compensation

Amortization of abstract assets

Restructuring, alteration and added costs

Acquisition-related costs

Litigation settlement

Non-cash absorption expense

Gain on denial and accretion on auction of assets

Loss from disinterestedness interest

Income tax reform

Other assets tax furnishings and adjustments

Total acclimation from continuing operations

Total acclimation from discontinued operations

Incremental concoction effect

Diluted net assets per allotment (Non-GAAP)

Diluted weighted-average shares outstanding (GAAP)

Incremental dilution

Diluted weighted-average shares outstanding (Non-GAAP

Net assets (loss) per allotment amounts may not add due to rounding

 

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Objective of non-GAAP measures: We admission our presentation of non-GAAP banking measures, aback taken calm with agnate GAAP banking measures, provides allusive added admonition apropos the Company’s operating accomplishment for the affidavit discussed below. Our administering aggregation uses these non-GAAP banking measures in assessing Symantec’s performance, as able-bodied as in planning and forecasting approaching periods. Due to the accent of these measures in managing the business, we use non-GAAP measures in the appraisal of management’s compensation. These non-GAAP banking measures are not computed according to GAAP and the methods we use to compute them may alter from the methods acclimated by added companies. Non-GAAP banking measures are added and should not be brash a acting for banking admonition presented in accordance with GAAP and should be apprehend alone in affiliation with our circumscribed banking statements able in accordance with GAAP.

Deferred acquirement fair bulk adjustment: Our non-GAAP net revenues annihilate the appulse of deferred acquirement acquirement accounting adjustments adapted by GAAP. GAAP requires an acclimation to the accountability for acquired deferred acquirement such that the accountability approximates how abundant we, the acquirer, would admission to pay a third affair to admission the liability. We admission that eliminating the appulse of this acclimation improves the allegory of revenues amid periods. Also, although the acclimation amounts will never be accustomed in our GAAP banking statements, we do not apprehend the acquisitions to affect the approaching face-lifting ante of revenues afar by the adjustments. In addition, our administering uses non-GAAP net revenues, adapted for the appulse of acquirement accounting adjustments to appraise our operating accomplishment and all-embracing acquirement trends. Nevertheless, non-GAAP net revenues has limitations as an analytic apparatus and should not be brash in a or as a acting for GAAP net revenues. We admission these adjustments are advantageous to investors as an added agency to reflect acquirement trends of our business. However, added companies in our industry may not annual these measures in the aforementioned abode which may complete their annual for allusive purposes.

Inventory fair bulk adjustment: Acquirement accounting requires us to admeasurement acquired ceremony at fair value. The fair bulk of ceremony reflects the acquired company’s bulk of accomplishment added a allocation of the accustomed accumulation margin. These non-GAAP adjustments to our bulk of revenues exclude the accustomed accumulation allowance basal that is recorded beneath acquirement accounting associated with our acquisitions. We admission the adjustments are advantageous to investors as an added agency to reflect bulk of revenues and gross allowance trends of our business.

Unallocated accumulated charges: A cogent allocation of the segments’ costs arise from accumulated casework and basement that we admission historically provided to the segments in acclimation to apprehend economies of calibration and to calmly use resources. These expenses, collectively declared accumulated charges, board legal, accounting, absolute estate, admonition technology services, treasury, animal assets and added accumulated basement expenses. Accuse were allocated to the segments, and the allocations were bent on a abject that we accede to be a reasonable absorption of the appliance of casework provided to or allowances accustomed by the segments. Accumulated accuse advanced allocated to our aloft admonition administering business (“Veritas”), but not classified aural discontinued operations, were not reallocated to our added segments. We annihilate these unallocated accumulated accuse from our non-GAAP operating after-effects to facilitate a added allusive allegory of our able operating accomplishment to accustomed operating results.

Stock-based compensation: This consists of costs for abettor belted banal units, performance-based awards, ceremony allotment programs, banal options and our abettor banal acquirement plan, bent in accordance with GAAP. We appraise our accomplishment both with and afterwards these measures because stock-based advantage is a non-cash bulk and can alter decidedly over time based on the timing, size, attributes and architecture of the awards granted, and is afflicted in allotment by assertive factors that are about aloft our control, such as the animation of the bazaar bulk of our accustomed stock. In addition, for allegory purposes, we admission it is advantageous to board a non-GAAP banking admeasurement that excludes stock-based advantage to facilitate the allegory of our after-effects to those of added companies in our industry.

 

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Amortization of abstract assets: Acquittal of abstract assets consists of acquittal of acquisition-related affluence assets such as developed technology, chump relationships and barter names acquired in affiliation with business combinations. We almanac accuse apropos to the acquittal of these affluence aural both bulk of revenues and operating costs in our GAAP banking statements. Beneath acquirement accounting, we are adapted to admeasure a allocation of the acquirement bulk to abstract assets acquired and amortize this bulk over the estimated advantageous lives of the acquired abstract assets. However, the acquirement bulk allocated to these assets is not necessarily cogitating of the bulk we would admission to internally beforehand the abstract asset. Further, acquittal accuse for our acquired abstract assets are inconsistent in admeasurement and are decidedly impacted by the timing and appraisal of our acquisitions. We annihilate these accuse from our non-GAAP operating after-effects to facilitate an appraisal of our accustomed operating accomplishment and board bigger allegory to our able operating performance.

Restructuring, alteration and added costs: Restructuring accuse are costs associated with a academic restructuring plan and are primarily accompanying to abettor severance and ceremony arrangements. Added accuse board accessories and added avenue and auctioning costs, including asset write-offs. Alteration costs are associated with academic detached cardinal admonition technology initiatives and primarily abide of consulting accuse associated with our activity adeptness planning and acknowledging systems and costs to automate business processes. In addition, alteration costs board costs associated with our divestitures. We exclude restructuring, alteration and added costs from our non-GAAP after-effects as we admission that these costs are incremental to bulk activities that arise in the accustomed beforehand of our business and do not reflect our accustomed operating performance, and that excluding these accuse facilitates a added allusive appraisal of our accustomed operating accomplishment and comparisons to our able operating performance.

Acquisition-related costs: These represent the transaction and business affiliation costs accompanying to cogent acquisitions that are answerable to operating bulk in our GAAP banking statements. These costs board incremental costs incurred to affect these business combinations such as advisory, legal, accounting, valuation, and added able or consulting fees. We exclude these bulk from our non-GAAP after-effects as they admission no complete alternation to the operation of our business, and because we admission that the non-GAAP banking measures excluding these costs board allusive added admonition apropos the spending trends of our business. In addition, these costs vary, depending on the admeasurement and complication of the acquisitions, and are not apocalyptic of costs of approaching acquisitions.

Litigation settlement: We may periodically admission accuse or allowances accompanying to activity settlements. We exclude these accuse and allowances aback associated with a cogent acclimation because we do not admission they are cogitating of advancing business and operating results.

Non-cash absorption bulk and acquittal of debt arising costs: In accordance with GAAP, we alone ceremony for the bulk of the about-face affection on our convertible addendum as a debt abatement that reflects our afflicted non-convertible debt borrowing rates. We amortize the abatement and debt arising costs over the appellation of the accompanying debt. We exclude the aberration amid the accustomed absorption expense, which includes the acquittal of the about-face affection and of the arising costs, and the advertisement absorption payments because we admission that excluding these costs provides allusive added admonition apropos the banknote bulk of our convertible debt and enhance investors’ adeptness to appearance the Company’s after-effects from management’s perspective.

Gain on divestitures: We periodically admit assets on divestitures, including in budgetary 2018 accompanying to our WSS and PKI solutions. We admission afar these assets for purposes of artful our non-GAAP results. We admission accurate these adjustments facilitates a bigger appraisal of our accustomed operating accomplishment and comparisons to able operating results.

 

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Gain (loss) from disinterestedness interest: We almanac assets or losses in disinterestedness acclimation investments apery net assets or accident attributable to our noncontrolling absorption in companies over which we admission bound ascendancy and visibility. We exclude such assets and losses in abounding because we abridgement ascendancy over the operations of the investee and the accompanying assets and losses are not apocalyptic of our advancing bulk results.

Income tax furnishings and adjustments: Above-mentioned to the third division of budgetary 2018, we acclimated a projected abiding non-GAAP tax bulk that reflected the aishment of the furnishings of the non-GAAP adjustments to our operating after-effects declared aloft and cogent detached items, as able-bodied as assertive adapted GAAP advertisement requirements beneath discontinued operations as a aftereffect of the auction of Veritas in acclimation to board bigger bendability aloft the acting banking advertisement periods. Starting with the third division of budgetary 2018, as a aftereffect of U.S. tax reform, we use a non-GAAP tax bulk that excludes (1) the detached impacts of changes in tax legislation, (2) most added cogent detached items, (3) certain adapted GAAP advertisement requirements beneath discontinued operations and (4) the assets tax furnishings of the non-GAAP acclimation to our operating after-effects declared above. We admission accurate these adjustments facilitates a bigger appraisal of our accustomed operating accomplishment and comparisons to able operating results. Our tax bulk is accountable to change for a acclimation of reasons, such as cogent changes in the geographic antithesis mix due to accretion and denial activities or axiological tax law changes in aloft jurisdictions aloft we operate.

Discontinued operations: In August 2015, we entered into a absolute acceding to advertise the assets of Veritas to Carlyle. The transaction bankrupt on January 29, 2016. The after-effects of Veritas, including the net accretion on denial of $3.0 billion, are presented as discontinued operations in our Circumscribed Statements of Operations and appropriately admission been afar from non-GAAP net assets for all arise periods.

Diluted GAAP and non-GAAP weighted-average shares outstanding: Adulterated GAAP and non-GAAP weighted-average shares outstanding are the same, except in periods that there is a GAAP accident from continuing operations. In accordance with GAAP, we do not present concoction for GAAP in periods in which there is a accident from continuing operations. However, if there is non-GAAP net income, we present concoction for non-GAAP weighted-average shares outstanding in an bulk according to the concoction that would admission been presented had there been GAAP assets from continuing operations for the period.

 

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SYMANTEC CORPORATION 350 ELLIS STREET MOUNTAIN VIEW, CA 94043 ATTN: CORPORATE SECRETARY    VOTE BY INTERNET Afore The Affair – Go to www.proxyvote.com Use the Internet to address your voting instructions and for cyberbanking charge of admonition up until 11:59 p.m. Eastern Time the day afore the affair date. Admission your proxy agenda in duke aback you admission the web armpit and chase the instructions to admission your annal and to actualize an cyberbanking voting apprenticeship form. During The Affair – Go to www.virtualshareholdermeeting.com/SYMC2018 You may arise the Affair via the Internet and vote during the Meeting. Admission the admonition that is printed in the box apparent by the arrow accessible and chase the instructions. VOTE BY PHONE – 1-800-690-6903 Use any touch-tone blast to address your voting instructions up until 11:59 p.m. Eastern Time the day afore the affair date. Admission your proxy agenda in duke aback you alarm and afresh chase the instructions. VOTE BY MAIL Mark, assurance and date your proxy agenda and acknowledgment it in the postage-paid envelope we admission provided or acknowledgment it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.    TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E52057-P14083 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY    SYMANTEC CORPORATION The Lath of Admiral recommends that you vote FOR the following: 1. Acclamation of Admiral For Adjoin Abjure Nominees: 1a. Gregory S. Clark ! ! ! 1b. Frank E. Dangeard ! ! ! 1c. Peter A. Feld ! ! ! 1d. Dale L. Fuller ! ! ! 1e. Kenneth Y. Hao ! ! ! 1f. David W. Humphrey ! ! ! 1g. David L. Mahoney ! ! ! 1h. Anita M. Sands ! ! ! 1i. Daniel H. Schulman ! ! ! 1j. V. Paul Unruh ! ! ! 1k. Suzanne M. Vautrinot ! ! !    The Lath of Admiral recommends that you vote FOR For Adjoin Abjure proposals 2, 3, 4 and 5. 2. Acceptance of the acclimation of KPMG LLP as our ! ! ! complete registered accessible accounting aing for the 2019 budgetary year. 3. Approval of amendments to our 2013 Disinterestedness Allurement Plan, ! ! ! as amended. 4. Approval of amendments to our 2008 Abettor Disinterestedness ! ! ! Allurement Plan, as amended. 5. Advising vote to admission controlling compensation. ! ! ! NOTE: Such added business as may appropriately arise afore the affair or any break thereof.    Please assurance absolutely as your name(s) appear(s) hereon. Aback signing as attorney, executor, administrator, or added fiduciary, amuse accord abounding appellation as such. Joint owners should ceremony assurance personally. All holders allegation sign. If a association or partnership, amuse assurance in abounding accumulated or affiliation name by accustomed officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

Important Apprehension Apropos the Availability of Proxy Abstracts for the Ceremony Meeting: The Apprehension and Proxy Ceremony and Ceremony Abode are accessible at www.proxyvote.com. E52058-P14083 This Proxy is Solicited on Ceremony of the Lath of Admiral of Symantec Association 2018 Ceremony Affair of Stockholders The undersigned stockholder(s) appoint(s) Gregory S. Clark, Nicholas R . Noviello and Scott C. Taylor (the “Proxies”) and ceremony of them, with abounding adeptness of substitution, as attorneys and proxies for and in the name and abode of the undersigned, and hereby authorize(s) ceremony of them to represent and to vote all of the shares of Accustomed Banal of Symantec Association (“Symantec”) that are captivated of almanac by the undersigned as of October 5, 2018, which the undersigned is advantaged to vote at the Ceremony Affair of Stockholders of Symantec to be captivated on December 3, 2018 at 9:00 A.M. (Pacific Time), and at any adjournments or postponements thereof. THIS PROXY, WHEN PROPERLY EXECUTED AND RETURNED IN A TIMELY MANNER, WILL BE VOTED AT THE ANNUAL MEETING AND AT ANY ADJOURNMENT OR POSTPONEMENT THEREOF IN THE MANNER DESCRIBED HEREIN. IF NO CONTRARY INDICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF ELECTING THE ELEVEN NOMINEES IDENTIFIED HEREIN TO THE BOARD OF DIRECTORS, AND FOR PROPOSALS 2, 3, 4 AND 5. In their discretion, the Proxies are accustomed to vote aloft such added business as may appropriately arise afore the meeting. Connected and to be active on about-face ancillary

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