Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Appointment of President and Chief Operating Officer
On July 11, 2016, Symantec Corporation (the Company) announced the appointment of Michael Fey as its President and Chief Operating
Officer, effective upon, and subject to, the closing of the merger pursuant to the Agreement and Plan of Merger (the Merger Agreement) by and among the Company, S-B0616 Merger Sub, Inc. and Blue Coat, Inc. (Blue Coat, and
such closing of the merger the Closing). Mr. Fey, age 41, has served as the President and Chief Operating Officer of Blue Coat since December 2014. Prior to joining Blue Coat, Mr. Fey held a variety of positions at the Intel Security
Group from 2012 until 2014, including Executive Vice President, Chief Technology Officer, and General Manager of Corporate Products. Previously, Mr. Fey was Senior Vice President, Advanced Technologies and Field Engineering with McAfee, a software
security company, from 2007 until 2012. Mr. Fey holds a B.S. from Embry-Riddle Aeronautical University. The Company announced the acquisition of Blue Coat and filed the Merger Agreement in its current report on Form 8-K filed with the
Securities and Exchange Commission on June 14, 2016.
Officer Compensation
Mr. Feys Offer Letter
On June 12,
2016, the Company entered into an offer letter agreement (the Fey Offer Letter) with Mr. Fey. The material terms of Mr. Fey compensation arrangements and the Fey Offer Letter are summarized below:
Base Salary and Bonus.
Mr. Fey will receive an annual base salary of $800,000. He is also eligible for an annual bonus with a target
amount of 150% of base salary.
Re-vesting of Options
. In connection with the merger, Mr. Feys option to purchase shares of
Blue Coats common stock (Assumed Fey Options) will be assumed by the Company and the entire portion of the Assumed Fey Options will vest monthly over two years starting from the date of the Closing, subject to Mr. Feys
continued service to the Company. The shares acquired upon exercise of Assumed Fey Options are subject to transfer restrictions for two years after the purchase date but may be released from such restriction on or after the one-year anniversary of
the Closing based on the achievement of a certain trading price per share of the Companys Common Stock.
Grant of Restricted
Stock Units and Performance-Based Restricted Stock Units
. Prior to the Closing, Blue Coat will grant Mr. Fey a combination of restricted stock units (RSUs) and performance-based restricted stock units (PRUs) equal to
$10,000,000 in value. 30% of the grant will be RSUs and 70% will be PRUs. Upon the Closing, the RSUs and PRUs will convert into Company RSUs and PRUs based on the exchange ratio in the Merger Agreement. The RSUs will vest over a three-year period
with 30% of the RSUs vesting on the one-year anniversary of the Closing, an additional 30% vesting on the two-year anniversary of the Closing and the final 40% vesting on the three-year anniversary of the Closing. The PRUs will vest, subject to Mr.
Feys continued service to the Company on March 31, 2018, based on the Companys achievement of certain performance metrics during the applicable performance periods as determined by the Compensation Committee as summarized below:
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0% of the PRUs shall vest if the Companys performance is below the threshold level;
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100% of the PRUs shall vest if the Companys performance meets the threshold level;
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200% of the PRUs shall vest if the Companys performance is at the excess threshold level; and
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300% of the PRUs shall vest if the Companys performance is at or above the maximum level.
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Severance Terms.
Pursuant to the Fey Offer Letter, Mr. Fey is entitled to receive certain benefits upon the involuntary termination of
his employment under certain circumstances. In the event of (i) an involuntary termination of Mr. Feys employment by the Company for any reason other than Cause (as defined in the Fey Offer Letter), (ii) Mr. Feys resignation
for Good Reason (as defined in the Fey Offer Letter) or (iii) the termination of Mr. Feys employment due to his death or permanent disability, Mr. Fey will be entitled to
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acceleration of 100% of the Assumed Fey Options. In addition, Mr. Fey will be a participant in the Companys Executive Severance Plan. All severance benefits described above are conditioned
upon Mr. Feys execution of a customary release of claims in agreed form in favor of the Company.
The foregoing description of
the Fey Offer Letter is qualified in its entirety by reference to the full text of the Fey Offer Letter, which will be filed as an exhibit to the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended July 1, 2016.
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