As filed with the Securities and Exchange Commission on September 12, 2022

 

Registration No. 333-

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

 

 

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

 

 

NortonLifeLock Inc.
(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware
(State or Other Jurisdiction of
Incorporation or Organization)

77-0181864
(I.R.S. Employer

Identification No.)

 

60 E. Rio Salado Parkway, Suite 1000
Tempe, AZ 85281
(Address of Principal Executive Offices and Zip Code)

 

 

 

Avast plc 2018 Long Term Incentive Plan

(Full Title of the Plan)

 

 

 

Bryan Ko
Chief Legal Officer and Corporate Secretary
60 E. Rio Salado Parkway, Suite 1000
Tempe, AZ 85281
(Name and Address of Agent For Service)

 

 

 

(650) 527-8000
(Telephone Number, Including Area Code, of Agent For Service)

 

 

 

Copy to:

 

Sophia Hudson, P.C.

Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
Telephone: 212-446-4750

 

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.¨

 

Large accelerated filerxAccelerated filer ¨
Non-accelerated filer¨Smaller reporting company ¨
  Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

 

 

 

 

 

 

EXPLANATORY NOTE

 

On September 12, 2022, NortonLifeLock Inc. (“Norton” or the “Registrant”) completed its acquisition of Avast plc (“Avast”) (the “Merger”). The Merger was effected by means of a scheme of arrangement under Part 26 of the UK Companies Act 2006, as amended, sanctioned by the High Court of Justice in England and Wales (the “Scheme”) and in accordance with the announcement pursuant to Rule 2.7 of the UK City Code on Takeovers and Mergers issued on August 10, 2021, and a co-operation agreement among Norton, Avast and Nitro Bidco Limited (the “Co-operation Agreement”), dated as of August 10, 2021, as amended on July 15, 2022, by and among the Company, Nitro Bidco Limited and Avast. The Scheme became effective at 1:00 P.M., Eastern Daylight Time, on September 9, 2022 (the “Effective Time”) pursuant to the order of the High Court of Justice in England and Wales sanctioning the Scheme under Section 899 of the UK Companies Act 2006 and, as a result, Avast became a wholly-owned subsidiary of Norton.

 

The Co-operation Agreement contains provisions that apply in respect of the Avast plc 2018 Long Term Incentive Plan, as amended from time to time (the “Plan”). Pursuant to the Co-operation Agreement, at the Effective Time:

 

•               each Avast restricted stock unit award with respect to Avast ordinary shares that was outstanding immediately prior to the Effective Time under the Plan was substituted by Norton with a corresponding Norton restricted stock unit award relating to shares of Common Stock, with the number of shares of Common Stock subject to such award determined in accordance with the formulas set forth in the Co-operation Agreement, and

 

•               each Avast performance stock unit award with respect to Avast ordinary shares that was outstanding as of immediately prior to the Effective Time under the Plan was substituted by Norton with a Norton restricted stock unit award relating to shares of Common Stock, that vests based on the holder’s continued service following the Effective Time, with the number of shares of Common Stock subject to such award determined in accordance with the formulas set forth in the Co-operation Agreement.

 

As at the date of the Effective Date, there were outstanding awards under the Plan of an aggregate of 10,027,439 Avast ordinary shares.

 

Norton also became the plan sponsor of the Plan and is registering 8,041,071 shares of Norton’s common stock, par value $0.01 per share (the “Common Stock”) to be offered and sold under the Plan.

 

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PART I

 

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

 

The information called for by Part I of Form S-8 will be delivered to employees, without charge, as specified by Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”), such information is not being filed with the Commission as part of this Registration Statement.

 

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PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.Incorporation of Documents by Reference.

 

The following documents, which have been filed by the Registrant with the Commission, are hereby incorporated by reference in this Registration Statement:

 

(a)Registrant’s Annual Report on Form 10-K for the fiscal year ended April 1, 2022, filed with the Commission on May 20, 2022, including the information specifically incorporated by reference therein from our Definitive Proxy Statement on Schedule 14A filed with the Commission on August 3, 2022;

 

(b)all other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and

 

(c)the description of the Registrant’s securities contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on May 24, 1989, as amended by the description of the Registrant’s securities contained in Exhibit 4.02 of the Registrant’s Annual Report on Form 10-K filed with the Commission on May 20, 2022 and as further amended by any subsequent amendment or report filed for the purpose of updating such description.

 

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.

 

Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement, except as to specific sections of such statements as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.

 

Item 4.Description of Securities.

 

Not applicable.

 

Item 5.Interests of Named Experts and Counsel.

 

Not applicable.

 

Item 6.Indemnification of Directors and Officers.

 

Section 145 of the Delaware General Corporation Law (the “DGCL”) authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act.

 

4 

 

 

As permitted by Sections 102(b)(7) and 145 of the DGCL, the Registrant’s Amended and Restated Certificate of Incorporation includes a provision that eliminates the personal liability of its directors for monetary damages for breach of fiduciary duty as a director, except for liability:

 

•for any breach of the director’s duty of loyalty to Registrant or its stockholders;

 

•for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of the law;

 

•under Section 174 of the DGCL regarding unlawful dividends and stock purchases; and

 

•for any transaction from which the director derived an improper personal benefit.

 

Article 7 of the Registrant’s Amended and Restated Certificate of Incorporation, as amended, limits the liability of directors to the fullest extent permitted by Section 102(b)(7).

 

As permitted by the DGCL, Registrant’s Amended and Restated Bylaws (the “Bylaws”) provide that:

 

•the Registrant is required to indemnify its directors and officers to the fullest extent permitted by the DGCL, subject to limited exceptions;

 

•the Registrant is required to advance expenses, as incurred, to its directors and officers in connection with a legal proceeding to the fullest extent permitted by the DGCL, subject to limited exceptions; and

 

•the rights conferred in the Bylaws are not exclusive.

 

Registrant has entered into indemnity agreements with each of its current directors and officers to give such directors and officers additional contractual assurances regarding the scope of the indemnification set forth in Registrant’s Amended and Restated Certificate of Incorporation and Bylaws and to provide additional procedural protections.

 

Registrant maintains directors’ and officers’ liability insurance and has extended that coverage for public securities matters.

 

See also the undertakings set out in response to Item 9.

 

In addition, the Registrant has entered into various merger agreements and registration rights agreements in connection with its acquisitions of and mergers with various companies and its financing activities under which the parties to those agreements have agreed to indemnify the Registrant and its directors, officers, employees and controlling persons against specified liabilities.

 

Item 7.Exemption from Registration Claimed.

 

Not applicable.

 

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Item 8.Exhibits.

 

Exhibit
Number		   Exhibit Description
4.01   Amended and Restated Certificate of Incorporation of the Registrant, and all amendments thereto (incorporated herein by reference to Exhibit 3.01 to the Registrant’s Annual Report on Form 10-K filed on May 20, 2022).
4.02   Amended and Restated Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.02 to the Registrant’s Annual Report on Form 10-K filed on May 20, 2022).
5.01   Opinion of Kirkland & Ellis LLP.
23.01   Consent of KPMG LLP, Independent Registered Public Accounting Firm.
23.02   Consent of Ernst & Young LLP, Independent Auditors.
23.03   Consent of Kirkland & Ellis LLP (filed as part of Exhibit 5.01).
24.01   Power of Attorney (incorporated by reference to the signature page hereto).
99.01   Avast plc 2018 Long Term Incentive Plan.
107   Filing Fee Table.

 

Item 9.Undertakings.

 

A.The undersigned Registrant hereby undertakes:

 

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii)To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement - notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in this Registration Statement; and

 

(iii)To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

 

provided, however, that paragraphs A(1)(i) and A(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

 

(2)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

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B.The undersigned Registrant hereby undertakes that, for purposes of determining liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

C.Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

To effect the above, each of the undersigned has executed this Power of Attorney as of the date indicated beside each name.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, State of California, on September 12, 2022.

 

 NortonLifeLock Inc.

 

By:/s/ Vincent Pilette
  Vincent Pilette, Chief Executive Officer

 

POWER OF ATTORNEY TO SIGN AMENDMENTS

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below (each being an officer and/or director of the Registrant) does hereby constitute and appoint Vincent Pilette and Bryan Ko, and each of them, with full power of substitution, such person’s true and lawful attorneys-in-fact and agents for such person in such person’s name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement on Form S-8 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully, to all intents and purposes, as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be signed in one or more counterparts.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

 

Signature   Capacity   Date
         
/s/ Vincent Pilette   Chief Executive Officer and Director   September 12, 2022
Vincent Pilette   (Principal Executive Officer)    
         
/s/ Natalie Derse   Chief Financial Officer   September 12, 2022
Natalie Derse   (Principal Financial Officer)    
         
/s/ Frank E. Dangeard   Chair of the Board   September 12, 2022
Frank E. Dangeard        
         
/s/ Sue Barsamian   Director   September 12, 2022
Sue Barsamian        
         
/s/ Erik K. Brandt   Director   September 12, 2022
Erik K. Brandt        
         
/s/ Nora Denzel   Director   September 12, 2022
Nora Denzel        
         
/s/ Peter A. Feld   Director   September 12, 2022
Peter A. Feld        
         
/s/ Kenneth Hao   Director   September 12, 2022
Kenneth Hao        
         
/s/ Emily Heath   Director   September 12, 2022
Emily Heath        
         
/s/ Sherrese Smith   Director   September 12, 2022
Sherrese Smith        

 

8 

 

Exhibit 5.01

 

 
 

601 Lexington Avenue

New York, NY 10022

United States


+1 212 446 4800

www.kirkland.com

 Facsimile:
+1 212 446 4900

 

September 12, 2022

 

NortonLifeLock Inc.

60 E. Rio Salado Parkway

Suite 1000

 

Tempe, AZ 85281

 

Re:Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We are acting as special counsel to NortonLifeLock Inc., a Delaware corporation (the “Company”), in connection with the filing and preparation by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the offering by the Company of (A) up to 3,660,495 shares of common stock, par value $0.01 per share (the “Common Stock”), issuable from time to time to holders of certain restricted stock units and performance stock units granted under the Avast plc 2018 Long Term Incentive Plan, as amended from time to time (the “Plan”), which were converted in connection with the Company’s acquisition of Avast plc (“Avast”) (the “Merger”), which was effected by means of a court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2006 (the “Scheme”), in accordance with the Co-operation Agreement (“Co-operation Agreement”), dated as of August 10, 2021, as amended on July 15, 2022, by and among the Company, Nitro Bidco Limited and Avast; and (B) up to 4,380,576 shares of the Company’s Common Stock, issuable from to time in respect of Avast ordinary shares that were issuable under the Plan as of the date hereof, which Plan was assumed by the Company in accordance with the terms of the Co-operation Agreement.

 

Shares of Common Stock, when issued in accordance with the Co-operation Agreement and the Plan, are referred to herein as the “Merger Shares,” and the issuance of the Merger Shares is referenced to herein as the “Issuance.”

 

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the Co-Operation Agreement, (ii) the order of the High Court of Justice in England and Wales sanctioning the Scheme under Section 899 of the UK Companies Act 2006, (iii) the Amended and Restated Certificate of Incorporation (the “Charter”) of the Company, as amended through the date hereof, (iv) the Amended and Restated Bylaws of the Company, as amended through the date hereof, (v) the resolutions of the board of directors of the Company with respect to the Issuance and (vi) the Plan.

 

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto, the due authorization, execution and delivery of all documents by the parties thereto (other than, with respect to due authorization, the Company). We have not independently established or verified any facts relevant to the opinion expressed herein, but have relied upon statements and representations of officers and other representatives of the Company and others as to factual matters.

 

Austin  Bay Area  Beijing  Boston  Brussels  Chicago  Dallas  Hong Kong  Houston  London  Los Angeles  Munich  Paris  Salt Lake City  Shanghai  Washington, D.C.

 

 

 

 

 

NortonLifeLock Inc.

September 12, 2022

  

Page 2

 

Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that the Merger Shares have been duly authorized and when (i) the Registration Statement becomes effective under the Securities Act, (ii) the Merger Shares are issued and delivered in accordance with the terms of the Co-operation Agreement and the Plan and the award agreements thereunder, and as contemplated by the Registration Statement and (iii) the Company receives any applicable consideration required to be paid therefor, the Merger Shares will be validly issued, fully paid and nonassessable.

 

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

 

Our advice is limited to the Delaware General Corporation Law. None of the opinions or other advice contained in this letter considers or covers any foreign or state securities (or “blue sky”) laws or regulations.

 

We have relied without independent investigation upon, among other things, an assurance from the Company that the number of shares of Common Stock which the Company is authorized to issue under the Charter exceeds the number of shares of Common Stock outstanding and the number of shares of Common Stock that the Company is obligated to issue (or had otherwise reserved for issuance) for any purposes other than issuances under the Scheme, the Co-operation Agreement and the Plan by at least the maximum number of shares of Common Stock that may be issued pursuant to the Scheme and the Co-operation Agreement and under the Plan and we have assumed that such condition will remain true at all future times relevant to this opinion. We have assumed that certificates, if any, representing the Merger Shares will be properly executed and delivered and that all other actions appropriate for the issuances of such Merger Shares are taken. Our opinion assumes that the Registration Statement will become effective under the Securities Act before any shares of Common Stock covered by such Registration Statement are issued or sold.

 

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion speaks only as of the date hereof and we assume no obligation to revise or supplement this opinion.

 

This opinion is furnished to you in connection with the filing of the Registration Statement and in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act, and is not to be used, circulated, quoted or otherwise relied upon for any other purposes.

 

  Very truly yours,
 
  /s/ Kirkland & Ellis LLP
 
  KIRKLAND & ELLIS LLP

 

 

 

 

Exhibit 23.01

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the use of our report dated May 20, 2022, with respect to the consolidated financial statements of NortonLifeLock Inc., and the effectiveness of internal control over financial reporting, incorporated herein by reference.

 

/s/ KPMG LLP

 

Santa Clara, California

September 12, 2022

 

 

 

Exhibit 23.02

 

Consent of Independent Auditors

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of NortonLifeLock Inc. of our report dated 24 February 2022 relating to the consolidated financial statements of Avast plc as of and for the years ended 31 December 2021 and 2020, which appears in NortonLifeLock Inc.’s Current Report on Form 8-K dated 7 September 2022.

 

/s/ Ernst & Young LLP

 

London, United Kingdom

12 September 2022

 

 

 

Exhibit 99.01

 

Rules of the Avast plc

 

Long Term Incentive Plan

 

 

 

Effective August 12, 2019  
Adopted by the Avast Board May 9, 2018  
Approved by the Avast plc Shareholders May 9, 2018  
Amended by the Board September 9, 2022  

 

 

 

 

Table of contents

 

1. Definitions 3
     
2. Grant of Awards 7
     
3. Determination of Vesting Date 8
     
4. Dividend Equivalent 9
     
5. Grant Limits 9
     
6. Vesting of Awards 9
     
7. Consequences of Vesting 10
     
8. Exercise of Options 11
     
9. Holding Period 12
     
10. Cash Alternative 13
     
11. Malus and Clawback 14
     
12. Cessation of Employment or Engagement 15
     
13. Takeovers and other Corporate Events 15
     
14. Adjustment of Awards 16
     
15. Changes to Performance Conditions 17
     
16. Tax Withholding 18
     
17. General Rules about Shares 18
     
18. Participation in Plan 19
     
19. Administration and Amendment 19
     
20. Data Protection 20
     
21. Section 409A 20
     
22. Third Party Rights 20
     
23. Termination 20
     
24. Governing Law and Jurisdiction 21

 

 

 

 

Long Term Incentive Plan

 

1.Definitions

 

1.1.In these Rules, the following words and phrases have the following meanings:

 

“Amendment Effective Date” means September 9, 2022;

 

“Avast Board” means the board of directors of Avast plc, a company incorporated in England and Wales with registered company number 07118170; 

 

“Award” means a Restricted Stock Unit, a Performance Stock Unit, an Option or other cash settled equivalents, including Pre-Transaction Awards and Post-Transaction Awards, granted under and subject to the Rules;

 

“Award Agreement” means with respect to each Award, the signed written agreement (which may be in electronic form) between the Company and the Participant setting forth the terms and conditions of the Award;

 

“Bad Leaver” means a Participant that becomes a Leaver by reason of dismissal for gross misconduct or voluntary resignation;

 

“Board” means the board of directors of NortonLifeLock from time to time or a duly authorised committee of that board, including the Committee;

 

“Cessation Date” means the earlier of: (i) the date on which notice of termination of employment or engagement is given or received by a Participant; and (ii) the date on which the Participant actually ceases to be an Employee;

 

“Change of Control” means, after the Amendment Effective Date, completion of a transaction or series of transactions as follows: (a) a dissolution or liquidation of the Company, (b) the consummation of a merger or consolidation in which the Company is not the surviving corporation (other than a merger or consolidation with a wholly-owned Subsidiary, a reincorporation of the Company in a different jurisdiction, or other transaction in which there is no substantial change in the stockholders of the Company or their relative stock holdings and the Awards granted under this Plan are assumed, converted or replaced by the successor corporation, which assumption will be binding on all Participants), (c) the consummation of a merger in which the Company is the surviving corporation but after which the stockholders of the Company (other than any stockholder which merges (or which owns or controls another corporation which merges) with the Company in such merger) cease to own their shares or other equity interests in the Company, (d) the sale of substantially all of the assets of the Company, or (e) the consummation of any other transaction which qualifies as a “corporate transaction” under Section 424(a) of the Code wherein the stockholders of the Company give up all of their equity interest in the Company (except for the acquisition, sale or transfer of all or substantially all of the outstanding shares of the Company from or by the stockholders of the Company);

 

“Code” means the United States Internal Revenue Code of 1986, as amended;

 

“Committee” means the Compensation and the Leadership Development Committee of the Board;

 

“Company” means NortonLifeLock;

 

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“Dividend Equivalent” means an amount equivalent to the dividends that would have been paid to the Participant if the Participant had been the legal and beneficial owner of the Shares subject to the Award during the period between the Date of Grant and the Vesting Date (or, where an Award is structured as an Option and the Board determines the Shares under that Option shall be subject to a Holding Period, the date of expiry of the Holding Period or, if earlier, the date of exercise of the Option);

 

“Date of Grant” means the date on which the Board resolves to grant an Award in accordance with Rule 2 (Grant of Awards);

 

“Disability” means a disability, whether temporary or permanent, partial or total, within the meaning of Section 22(e)(3) of the Code, as determined by the Committee;

 

“Early Vesting Date” means either:

 

a)the later of:

 

i.the Cessation Date of a Participant in the circumstances referred to in Rule 12.1 (or such other later date determined by the Board in such circumstances); and

 

ii.early determination of any Performance Condition relating to such Cessation Date; or

 

b)the date of a Relevant Event in Rule 13.1 (General Offers), Rule 13.2 (Schemes of Arrangement and Winding Up) or the date of Vesting referred to in Rule 13.3 (Demergers and Similar Events);

 

“Employee” means any employee or executive director of the Company or any Group Company, provided that Post-Transaction Awards may not be granted to individuals who are employees or directors of NortonLifelock or its Subsidiaries immediately before the closing of the Transaction;

 

“Exchange Act” means the Securities Exchange Act of 1934, as amended;

 

“Exercise Period” means the period commencing on the date on which an Option Vests and expiring on the earlier of: (i) the eve of the tenth anniversary of the Award’s Date of Grant; and (ii) any other date determined by the Board on or prior to the Date of Grant;

 

“Exercise Price” means the amount payable on the exercise of an Option, per Share acquired at such time, which shall be no less than the closing price on the Date of Grant, the dealing day before the Date of Grant or the average closing price for a period determined by the Board, provided that the Exercise Price for an Option granted to a U.S. Taxpayer shall in all events be no less than the “fair market value” of a Share on the Date of Grant in accordance with the provisions of Section 409A of the Code;

 

“Family Member” means, in relation to a Participant, his or her spouse or civil partner and/or his lineal descendants by blood or adoption and/or his step-children;

 

“Family Trust” means, in relation to a Participant, a trust (whether arising under a settlement, declaration of trust, testamentary disposition or on an intestacy) or company, partnership or other corporate vehicle in respect of which the only beneficiary or owner (and the only person capable of being beneficiary or owner) is the Participant;

 

“Financial Year” means a financial year of the Company;

 

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“Group Company” means the Company, its direct and indirect parent undertakings from time to time and any subsidiary undertakings of the Company or the Company’s direct and indirect parent undertakings from time to time. “Group” shall be construed accordingly;

 

“Holding Period” means the period starting on an Award’s Vesting Date;

 

“Holding Shares” has the meaning set out in Rule 7.2 (Performance Stock Unit);

 

“ITEPA” means the Income Tax (Earnings and Pensions) Act 2003;

 

“Leaver” means a Participant who has ceased to be an Employee, and a Participant will be treated as ceasing to be an Employee on their Cessation Date;

 

“Market Value” in relation to a Share means, as of any date, the value of a share of the Company’s Share determined as follows: (a) if such Share is then quoted on the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market (collectively, the “Nasdaq Market”), its closing price on the Nasdaq Market on the date of termination as reported in The Wall Street Journal or such other source as the Board or Committee deems reliable; (b) if such Share is publicly traded and is then listed on a national securities exchange, its closing price on the date of termination on the principal national securities exchange on which the Share is listed or admitted to trading as reported in The Wall Street Journal or such other source as the Board or Committee deems reliable; (c) if such Share is publicly traded but is not quoted on the Nasdaq Market nor listed or admitted to trading on a national securities exchange, the average of the closing bid and asked prices on the date of determination as reported in The Wall Street Journal or such other source as the Board or Committee deems reliable; or (d) if none of the foregoing is applicable, by the Board or Committee in good faith;

 

“NASDAQ” means the National Association of Securities Dealers Automated Quotations;

 

“NortonLifeLock” means NortonLifeLock Inc., a Delaware corporation;

 

“NortonLifeLock Plan” means the NortonLifeLock Inc. 2013 Equity Incentive Plan;

 

“Option” means a right to acquire Shares at the Exercise Price following Vesting, the Vesting of which is subject to (a) time conditions and not to any Performance Conditions for Pre-Transaction Awards, and (b) time conditions and Performance Conditions for Post-Transaction Awards, as determined by the Board;

 

“Participant” means an Employee who holds an Award or, following that person’s death, his or her personal representative(s);

 

“Performance Condition” means a performance condition determined by the Board in accordance with Rule 2.2 and set out in the Award Agreement;

 

“Performance Period” means the period of three Financial Years commencing from the beginning of the Financial Year in which the Date of Grant falls, or such other period as may be determined by the Board and specified in the Award Agreement, over which any Performance Condition shall be assessed;

 

“Performance Stock Unit” means a conditional right to receive a Share, the Vesting of which is subject to Performance Condition(s);

 

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“Plan” means the “Avast Plc Long Term Incentive Plan”, as amended from time to time;

 

“Post-Transaction Awards” means Awards that are granted to the Participants eligible under the Plan as in effect at or after the Amendment Effective Date (i.e., Awards other than Pre-Transaction Awards);

 

“Pre-Transaction Awards” means Awards that were granted to the Participants eligible under the Plan as in effect at the time of the original grant of such Awards and prior to the Amendment Effective Date (i.e., Awards other than Post-Transaction Awards);

 

“Relevant Event” means a demerger, special dividend or other similar event;

 

“Restricted Stock Unit” means a conditional right to receive a Share, the Vesting of which is subject to time conditions and not to any Performance Conditions;

 

“Rules” means these rules of the Plan, as amended from time to time;

 

“SA Award” means a synergy accelerated Award, which means a Pre-Transaction Award which either: (a) has a date of grant before 12 August 2021; or (b) was granted or approved in principle at meetings of the Renumeration Committee (or sub-committee thereof) of Avast Plc on 9 August or 12 August 2021 and to which the acceleration provided for in Rule 12.1 may apply;

 

“Share” means a fully paid share of the common stock of the Company with a par value of $0.01 per share;

 

“Subsidiary” means any corporation (other than NortonLifeLock) in an unbroken chain of corporations beginning with NortonLifeLock if, at the time of granting of the Award, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain;

 

“Tax Liability” means all tax (including but not limited to income tax and employee social security contributions and any other statutory deductions) payable by the Employee or by any Group Company on the Employee’s behalf in respect of an Award;

 

“Transaction” means the recommended merger of Avast plc with the Company, effected through an acquisition of Avast plc by Nitro Bidco Limited, a wholly-owned subsidiary of the Company;

 

“U.S. Taxpayer” means a Participant who is subject to United States federal income tax;

 

“Vest” means:

 

a) in relation to an Option, it becoming exercisable; and

 

b) in relation to a Restricted Stock Unit and a Performance Stock Unit, a Participant becoming entitled to have Shares allotted or transferred to them (or their nominee) subject to the Rules, and “Vesting” and “Vested” shall be construed accordingly;

 

“Vested Shares” means those Shares in relation to which an Award has Vested on the Vesting Date in accordance with Rule 7 (Consequences of Vesting);

 

“Vesting Date” means the date(s) set out in Rule 3 (Determination of Vesting Date); and

 

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“Vesting Period” means: (a) in the case of an Option or an Award comprising a Restricted Stock Unit, the period of three years commencing at the start of the Date of Grant; and (b) in the case of an Award comprising a Performance Stock Unit, the period from the Date of Grant until the Vesting Date.

 

1.2.Where the context so permits, the singular shall include the plural and vice versa and a reference to one gender shall include references to other genders.

 

1.3.The table of contents and headings are inserted for convenience only and do not affect the interpretation of this Plan.

 

1.4.Any reference to a statutory provision is to be construed as a reference to that provision as for the time being amended or re-enacted and shall include any regulations or other subordinate legislation made under it.

 

2.Grant of Awards

 

2.1.The Board may grant an Award to any Employee at any time permitted by law, provided that no Award may be granted after May 9, 2028, being the tenth anniversary of the date the Plan was originally adopted by the Avast Board. Each Participant shall comply with any policy adopted by the Company from time to time covering transactions in the Company’s securities by Employees, officers and/or directors of the Company.

 

2.2.If the Board determines to grant Awards under Rule 2.1 then it shall, at the Date of Grant, determine in relation to each Award:

 

a)the Employee to whom the Award shall be granted;

 

b)whether the Award is:

 

i.a Performance Stock Unit;

 

ii.a Restricted Stock Unit;

 

iii.an Option; or

 

iv.a cash settlement equivalent;

 

c)subject to Rule 4.1, whether the Award will carry a Dividend Equivalent right

 

d)subject to Rule 3 (Determination of Vesting Date), the Award’s Vesting Date(s);

 

e)the Vesting Period;

 

f)in the case of an Option, its related Exercise Price;

 

g)in the case a Performance Stock Unit, the Performance Period;

 

h)in the case of a Performance Stock Unit, the Performance Condition(s) (if any), which shall be objective and shall relate to the performance of the Company and/or the Group and/or the Participant; and

 

i)such additional conditions as the Board may determine.

 

2.3.Unless otherwise determined by the Board, no consideration shall be payable by a Participant for the grant of an Award.

 

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2.4.Following the Date of Grant, the Board shall provide an Award Agreement (which may be in electronic form) to each Participant. The Award Agreement may provide for additional or alternative terms and in the event of a conflict between the Award Agreement and the Rules. The Award Agreement shall prevail unless otherwise specified in the Rules.

 

2.5.An Award is personal to the Participant to whom it has been granted and shall not be capable of being assigned, transferred, charged, pledged, mortgaged or encumbered in any way whatsoever by a Participant. This Rule 2.5 shall not prevent the transmission of an Award to the personal representative(s) of a deceased Participant.

 

2.6Following the Amendment Effective Date, the Board may grant Post-Transaction Awards to Employees. The Post-Transaction Awards may be granted under the terms of this Plan or the terms of NortonLifeLock Plan, the terms of which are incorporated herein and made a part of this Plan; provided that any provision of the NortonLifeLock Plan that would require the approval of shareholders under the listing requirements of NASDAQ and provision related to the granted of incentive stock options will not be incorporated herein.

 

3.Determination of Vesting Date

 

3.1.Unless otherwise determined by the Board, the Vesting Date of an Award comprising Performance Stock Units shall be the later of:

 

a)the third anniversary of the Date of Grant; and

 

b)the date on which the Board determines if, and the extent to which, the Performance Conditions (and any other condition imposed on the Vesting of the Award) have been satisfied in accordance with Rule 6.1 (Determination of Performance Conditions).

 

With respect to Post-Transaction Awards, except as may be set forth in the Participant’s Award Agreement, Vesting ceases and the Post-Transaction Awards will lapse on such Participant’s Cessation Date (unless determined otherwise by the Board).

 

3.2.Unless otherwise determined by the Board, an Award comprising Restricted Stock Units shall Vest in one of the following ways, as determined by the Board in its discretion:

 

a)in three equal proportions over the Vesting Period;

 

b)on the third anniversary of the Date of Grant; or

 

c)over such other period as the Board may determine, and each such date shall be a Vesting Date.

 

With respect to Post-Transaction Awards, except as may be set forth in the Participant’s Award Agreement, Vesting ceases and the Post-Transaction Awards will lapse on such Participant’s Cessation Date (unless determined otherwise by the Board).

 

3.3.Unless otherwise determined by the Board, an Option will Vest and become exercisable either in three equal proportions over the Vesting Period, or on the third anniversary of the Date of Grant or over such other period as the Board may determine, and each such date shall be a Vesting Date. With respect to Post-Transaction Awards, except as may be set forth in the Participant’s Award Agreement, Vesting ceases on such Participant’s Cessation Date (unless determined otherwise by the Board).

 

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4.Dividend Equivalent

 

4.1.The Board may decide, on or before the grant or settlement of an Award under Rule 2 (Grant of Awards), that either:

 

a)the Participant (or their nominee) shall receive an amount equal to the Dividend Equivalent. The Board shall decide the basis on which the value of such dividends shall be calculated, which may assume the reinvestment of dividends. The Board may also decide at this time whether the Dividend Equivalent shall be provided to the Participant in the form of cash and/or Shares. The Dividend Equivalent shall be provided in accordance with Rule 7.5 (Delivery of Dividend Equivalent); or

 

b)the number of Shares comprised in the Award shall increase by deeming that Dividend Equivalents would have been reinvested in additional Shares on such terms as the Board shall decide.

 

5.Grant Limits

 

The maximum aggregate Market Value of Shares over which Awards may be granted to any Employee during any Financial Year is:

 

a)500% of the Employee’s annual base salary; or

 

b)750% of the Employee’s annual base salary, if the Board determines that exceptional circumstances exist that justify a higher maximum.

 

6.Vesting of Awards

 

6.1.Determination of Performance Conditions

 

As soon as reasonably practicable after the end of a Performance Period, the Board shall determine the extent to which the Performance Conditions (if any), and any other condition imposed on the Vesting of the Award, have been satisfied during that Performance Period.

 

6.2.Timing of Vesting

 

An Award shall Vest on the later of:

 

a)the Award’s Vesting Date; and

 

b)if Vesting under Rule 6.2(a) would cause a breach of applicable laws in a jurisdiction, the first date on which the issue or transfer of Shares after such Vesting would not cause any such breach of applicable laws,

 

except where earlier Vesting occurs on an Early Vesting Date under Rule 12 (Cessation of Employment or Engagement) or Rule 13 (Takeovers and other Corporate Events).

 

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6.3.Extent of Vesting

 

a)An Award shall only Vest:

 

i.in relation to Awards comprising Performance Stock Units, to the extent that any Performance Condition is satisfied on the Vesting Date or, if appropriate, the Early Vesting Date;

 

ii.to the extent that any other condition imposed on the Vesting of the Award is satisfied;

 

iii.to the extent that any other term imposed on the Vesting of the Award permits;

 

iv.in the case of early Vesting on an Early Vesting Date, in accordance with Rules 12.3 (Leavers: Reduction in Number of Vested Shares); and

 

v.to the extent that any operation of the provisions in Rule 11 (Malus and Clawback) permits.

 

b)Where, under Rule 12 (Cessation of Employment or Engagement) or Rule 13 (Takeovers and other Corporate Events), an Award would (subject to the satisfaction of any Performance Condition) Vest before the end of the full Performance Period over which any Performance Condition would be measured then, unless provided to the contrary by the Performance Condition, the extent to which the Performance Condition has been satisfied in such circumstances shall be determined by the Board on such reasonable basis as it decides.

 

6.4.Lapse

 

a)Unless otherwise determined by the Board, if, and to the extent that, an Award, or part thereof, does not Vest, then the Award, or part thereof, will lapse at the point at which it would have otherwise Vested and will become incapable of Vesting.

 

b)Any Award which has not previously lapsed, Vested or been exercised will lapse automatically on the tenth anniversary of the Date of Grant.

 

7.Consequences of Vesting

 

7.1.This Rule 7 (Consequences of Vesting) shall be subject always to the Rules and, in particular, but without limitation, Rules 11 (Malus and Clawback), 12 (Cessation of Employment or Engagement), 13 (Takeovers and other Corporate Events), and 14 (Adjustment of Awards).

 

7.2.Performance Stock Unit

 

a)On or as soon as reasonably practicable after the Vesting Date of a Performance Stock Unit, the Board shall:

 

i.determine the value and number of Shares to be transferred or allotted to the Participant; and

 

ii.transfer or procure the transfer (or, if appropriate, allotment) of these Shares to the Participant (or a nominee for them).

 

b)Each Participant shall be required to retain the net Shares delivered to them after any Tax Liability has been met (“Holding Shares”) in accordance with the restrictions in, and for a period determined in accordance with, Rule 9 (Holding Period).

 

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7.3.Restricted Stock Units

 

On or as soon as reasonably practicable after each Vesting Date of an Award comprising Restricted Stock Units, the Board shall transfer or procure the transfer (or, if appropriate, allotment) of the number of Shares which correspond to the proportion of the Award which Vested on the Vesting Date.

 

7.4.Options

 

An Option shall be exercisable following each Vesting Date during the Vesting Period, in respect of the Vested Shares, at the Exercise Price, in accordance with Rule 8 (Exercise of Options).

 

7.5.Delivery of Dividend Equivalent

 

a)If not specified at the Date of Grant, the Board may decide on or before the Vesting of the Award whether any Dividend Equivalent will be provided in the form of cash and/or Shares.

 

b)The provision of the Dividend Equivalent to the Participant shall be made as soon as reasonably possible after the issue or transfer of the Vested Shares, subject to the provisions of Rule 11 (Malus and Clawback) and as permitted under applicable laws.

 

8.Exercise of Options

 

8.1.Exercise in whole or part

 

An Option may be exercised in whole or in part in respect of no more than its aggregate number of Vested Shares.

 

8.2.Method of Exercise

 

The exercise of any Option shall be effected in the form and manner prescribed by the Board. Unless the Board, acting fairly and reasonably determines otherwise, any notice of exercise shall, subject to Rule 16.2 (Tax Conditions Prior to Vesting and/or Exercise), take effect only when the Company receives it, together with payment of the Exercise Price (or, if the Board so permits, an undertaking to pay that amount). The Board may impose “blackout” or other periods during which Options may not be exercised or settled.

 

8.3.Lapse of Options

 

An Option which has become exercisable shall lapse at the end of the Exercise Period to the extent it has not already lapsed or been exercised.

 

8.4.Transfer or Allotment

 

As soon as reasonably practicable after an Option has been exercised, the Company shall, subject to Rule 16 (Tax Withholding) and any arrangement made under Rule 16.2 (Tax Conditions prior to Vesting and/or Exercise), transfer or procure the transfer to the Participant (or a nominee for them) or, if appropriate, allot to them (or a nominee for them) the number of Shares in respect of which the Option has been exercised.

 

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8.5.Cessation of Employment

 

Notwithstanding the Exercise Periods set forth in the Award Agreement, exercise of an Option that constitutes a Post-Transaction Award will always be subject to the following:

 

a)if the Participant’s service is terminated for any reason except death or Disability, then the Participant may exercise such Participant’s Options, only to the extent that such Options are Vested and exercisable upon the Cessation Date, no later than three (3) months after the Cessation Date (or such shorter or longer time period not exceeding the original term of the Option as may be determined by the Board or Committee), but in any event, no later than the expiry of the Exercise Period of the Options; and

 

b)if the Participant’s service is terminated because of the Participant’s death or Disability (or the Participant dies within three (3) months after a termination of service other than because of the Participant’s death or Disability), then the Participant’s Options may be exercised only to the extent that such Options are Vested and exercisable by the Participant on the Cessation Date and must be exercised by the Participant (or the Participant’s legal representative or authorized assignee) no later than twelve (12) months after the Cessation Date (or such shorter or longer time period not exceeding the original term of the Option as may be determined by the Board), but in any event no later than the expiry of the Exercise Period of the Options.

 

9.Holding Period

 

9.1.Application of Rule 9

 

This Rule 9 (Holding Period) sets out the restrictions on the sale, transfer, disposal and assignment applicable to Holding Shares during the Holding Period and shall apply to such Participants as the Board determines appropriate.

 

9.2.Agreement of Participant

 

Subject to Rule 9.3 (Permitted Transfers during the Holding Period) below, each Participant to which this Rule applies agrees:

 

a)to hold their Holding Shares during the Holding Period applying to those Shares in accordance with such terms and conditions that the Board may impose and determine from time to time, which may include their Holding Shares being held by a nominee appointed by the Company, on their behalf;

 

b)not to sell, transfer, assign or dispose of any interest in their Holding Shares until the expiry of the Holding Period applying to those Shares;

 

c)that, if they acquire any further Shares by virtue of their holding of Holding Shares during the Holding Period, those newly acquired Shares shall also be held subject to the terms of this Rule 9 (Holding Period) as they apply to the original Holding Shares until the expiry of the Holding Period, unless the Board, in its discretion, determines otherwise; and

 

d)to enter into any other document required by the Board from time to time to give effect to the restrictions under this Rule 9 (Holding Period).

 

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9.3.Permitted Transfers during the Holding Period

 

a)Subject to the prior approval of the Board, the Participant may transfer or assign some or all of their Holding Shares to their spouse or civil partner or to the Participant’s personal pension plan, or to a Family Member or Family Trust or similar vehicle for customary estate tax planning purposes (the “transferee”) during the Holding Period provided that the transferee has agreed to comply with the terms of this Rule 9 (Holding Period), any other terms and conditions imposed by the Board and the decisions of the Board.

 

b)The Board may, in its discretion, allow a Participant to sell, transfer, assign or dispose of some or all of their Holding Shares before the end of the Holding Period, subject to any additional terms and conditions that the Board may specify.

 

10.Cash Alternative

 

10.1.Board Determination

 

Where an Option has been exercised or where an Award comprising Performance Stock Units or Restricted Stock Units Vests and Vested Shares have not yet been allotted or transferred to the Participant (or their nominee), the Board may determine that, in substitution for their right to acquire such number of Vested Shares as the Board may decide (but in full and final satisfaction of their right to acquire those Shares), they shall be paid by way of additional employment income a sum equal to the cash equivalent (as defined in Rule 10.3 (Cash Equivalent)) of that number of Shares in accordance with the following provisions of this Rule 10 (Cash Alternative).

 

10.2.Limitation on the Use of this Rule

 

Rule 10.1 (Board Determination) shall not apply in relation to an Award made to a Participant in any jurisdiction where the presence of Rule 10.1 (Board Determination) would cause:

 

a)the grant of the Award not to comply with applicable law; or

 

b)adverse tax or social security contribution consequences for the Participant or any Group Company as determined by the Board.

 

10.3.Cash Equivalent

 

For the purpose of this Rule 10 (Cash Alternative), the cash equivalent of a Share is:

 

a)in the case of an Award comprising Performance Stock Units or Restricted Stock Units, the Market Value of a Share on the day when the Award Vests; and

 

b)in the case of an Option, the Market Value of a Share on the day when the Option is exercised reduced by the Exercise Price in respect of that Share.

 

10.4.Payment of Cash Equivalent

 

As soon as reasonably practicable after the Board has determined under Rule 10.1 (Board Determination) that a Participant shall be paid a sum in substitution for their right to acquire any number of Vested Shares:

 

a)the Company shall pay to them or procure the payment to them of that sum in cash; and

 

b)if the Participant has already paid the Company for those Shares, the Company shall return to the Participant the amount so paid by them.

 

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11.Malus and Clawback

 

11.1.This Rule 11 (Malus and Clawback) shall apply in the event that the Board reasonably considers, at any time prior to the third anniversary of the Vesting Date of an Award, that an Award was granted to a greater extent than warranted as a result of:

 

a)a material misstatement in the Group’s financial results;

 

b)an error in assessing the achievement of any applicable Performance Conditions;

 

c)the discovery of a Participant engaging in fraud or intentional illegal conduct materially contributing to a financial restatement;

 

d)the application of any provision of any clawback, recoupment or forfeiture policy adopted by the Board; or

 

e)a legal requirement,

 

and in each case which, in the opinion of the Board, justifies the operation of this Rule 11 (Malus and Clawback).

 

11.2.In the event that this Rule 11 (Malus and Clawback) applies to a particular Award or the Award(s) of a particular Participant, the Board shall make any redetermination in respect of an Award which it considers appropriate, taking into account all the facts and circumstances known to the Board at the time of such redetermination, including any reduction in the value paid or payable or other such adjustment.

 

11.3.Where an Award has been redetermined under Rule 11.2:

 

a)where any payments are yet to be made, the Board may reduce (including, if appropriate, reducing to zero) any of the following elements of the remuneration of the relevant Participant:

 

i.the amount of any future bonus which would, but for the operation of this Rule 11 (Malus and Clawback), be payable to the relevant Participant under any bonus plan operated by any Group Company; and/or

 

ii.the amount of any other cash payment which would, but for the operation of this Rule 11 (Malus and Clawback), be payable to the relevant Participant by any Group Company; and/or

 

iii.the number of Shares subject to any subsisting deferred bonus award held by the relevant Participant under a deferred bonus award plan or any other plan; and/or

 

iv.the number of Shares subject to any subsisting Award and/or other award (either un-Vested or Vested but unexercised, as relevant) held by the relevant Participant under the Plan or any other employee share plan or share award arrangement (except for any award which is tax-advantaged pursuant to Schedules 2 to 5 inclusive of ITEPA) notwithstanding the extent to which any performance condition and/or any other condition imposed on any such award has been satisfied; and

 

b)where any payments have already been made, the Board may require the relevant Participant to repay to such Group Company as the Board may direct, and on such terms as the Board may direct (including, but without limitation, on terms that the relevant amount is to be deducted or withheld from the relevant Participant’s salary or from any other payment to be made to the relevant Participant by any Group Company), all or such proportion of any such payments as is required for the malus and clawback to be satisfied in full.

 

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11.4.Any reduction made pursuant to Rule 11.3(a)(i) to 11.3(a)(iii) shall be made at such time or times as the Board determines appropriate.

 

11.5.The Board may decide at any time to reduce the number of Shares subject to an Award (including, if appropriate, reducing to zero) to give effect to malus and clawback provisions of any form and/or name contained in any incentive plan or any bonus plan operated by any Group Company. The value of the reduction shall be in accordance with the terms of the relevant provisions of the relevant plan or, in the absence of any such term, on such basis as the Board, acting fairly and reasonably, decides is appropriate.

 

12.Cessation of Employment or Engagement

 

12.1.Accelerated Vesting of SA Awards in Certain Circumstances

 

Rule 12.1 applies only in respect of an SA Award held by a Participant whose employment or engagement with the Group ceases in connection with synergies relating to the Transaction (as determined by the Board). Where this Rule 12.1 applies, the relevant Participant’s SA Award will Vest in full on the final date of the Participant’s employment or engagement or on such earlier date as may be determined by the Board.

 

12.2.Lapse in Bad Leaver Circumstances

 

In the event that a Participant becomes a Bad Leaver, any Award (whether Vested or un-Vested) held by the relevant Participant shall lapse immediately on their Cessation Date.

 

12.3.Treatment of Leavers in Other Circumstances

 

In the event that a Participant becomes a Leaver and neither Rule 12.1 nor 12.2 applies, their Award will:

 

a)if the Participant has become a Leaver due to death or Disability, Vest in full, unless the Board decides otherwise);

 

b)if the Participant has become a Leaver for any other reason, Vest or lapse as determined by the Board taking into account applicable Group retention and severance guidelines based on the tenure and/or position of the Participant.

 

13.Take Overs and other Corporate Transactions

 

13.1.Assumption or Replacement of Awards by Successor

 

In the event of a Change of Control, any or all outstanding Awards may be assumed, converted or replaced by the successor corporation (if any), which assumption, conversion or replacement will be binding on all Participants, or the successor corporation may substitute equivalent awards or provide substantially similar consideration to the Participants as was provided to stockholders (after taking into account the existing provisions of the Awards); provided that, unless otherwise determined by the Board, all Awards granted to non-Employee directors of the Board shall accelerate and be fully Vested upon such merger, consolidation or corporate transaction. In the event such successor corporation (if any) fails to assume or substitute Awards pursuant to a Change of Control transaction described in this Rule 13.1, all such Awards will expire on such transaction at such time and on such conditions as the Board shall determine. Notwithstanding the foregoing, a Change of Control must also qualify as a change in the ownership or effective control of a corporation or a change in the ownership of a substantial portion of a corporation’s assets, as the case may be, within the meaning of Code Section 409A and the regulations thereunder.

 

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13.2.Other Treatment of Awards

 

Subject to any greater rights granted to the Participants under the foregoing provisions of this Rule 13, in the event of the occurrence of any transaction described in Rule 13.1, any outstanding Awards will be treated as provided in the applicable agreement or plan of merger, consolidation, dissolution, liquidation, sale of assets or other “corporate transaction.”

 

13.3.Assumption or Substitution of Awards by the Company

 

The Company, from time to time, also may substitute or assume outstanding awards granted by another company, whether in connection with an acquisition of such other company or otherwise, by either; (a) granting an Award under this Plan in substitution of such other company’s award; or (b) assuming such award as if it had been granted under this Plan if the terms of such assumed award could be applied to an Award granted under this Plan. Such substitution or assumption will be permissible if the holder of the substituted or assumed award would have been eligible to be granted an Award under this Plan if the other company had applied the rules of this Plan to such grant. In the event the Company assumes an award granted by another company, the terms and conditions of such award will remain unchanged (except that the Exercise Price and the number and nature of Shares issuable upon exercise of any such option will be adjusted appropriately pursuant to Section 424(a) of the Code). In the event the Company elects to grant a new Option rather than assuming an existing option, such new Option may be granted with a similarly adjusted Exercise Price.

 

14.Adjustment of Awards

 

14.1.General Rule

 

In the event of:

 

a)any variation of the share capital of the Company; or

 

b)a Relevant Event which affects the market price of Shares to a material extent and the Board has not exercised its discretion under Rule 13.3 (Demergers and Similar Events),

 

the Board may make such adjustments as it considers appropriate under Rule 14.2 (Method of Adjustment).

 

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14.2.Method of Adjustment

 

If the Board determines that an adjustment is appropriate, an adjustment made under this Rule shall be to one or more of the following:

 

a)the number and/or the type of Shares subject to an Award;

 

b)subject to Rule 14.3 (Adjustment below Nominal Value), the Exercise Price;

 

c)where any Award has Vested or Option has been exercised but no Shares have been transferred or allotted after such Vesting or exercise, the number of Shares which may be so transferred or allotted and (if relevant) the price at which they may be acquired; and

 

d)the Performance Conditions of an Award comprising a Performance Stock Units, subject to Rule 15 (Changes to Performance Conditions).

 

To the extent applicable, Options to U.S. Taxpayers shall be adjusted in a manner that complies with Section 409A of the Code.

 

14.3.Adjustment below Nominal Value

 

An adjustment under Rule 14.2 (Method of Adjustment) may have the effect of reducing the price at which Shares may be subscribed for on the exercise of an Option to less than their nominal value, but only if and to the extent that the Board is authorised:

 

a)to capitalise from the reserves of the Company a sum equal to the amount by which the nominal value of the Shares in respect of which the Option is exercised and which are to be allotted after such exercise exceeds the price at which the Shares may be subscribed for; and

 

b)to apply that sum in paying up such amount on such Shares,

 

so that on exercise of any Option in respect of which such a reduction shall have been made the Board shall capitalise that sum (if any) and apply it in paying up that amount.

 

15.Changes to Performance Conditions

 

15.1.Where circumstances change in such a way as to cause the Board reasonably to consider that the Performance Conditions (if any) applicable to an Award (taken as a whole) no longer constitute a fair measure of performance, the Board may substitute, vary or waive any Performance Condition, provided that the Performance Conditions taken as a whole following such substitution, variation or waiver, are (in the reasonable opinion of the Board):

 

a)as fair a measure of performance as; and

 

b)no more difficult to satisfy than, the Performance Conditions taken as a whole at the Date of Grant.

 

15.2.The Board shall, as soon as reasonably practicable following a substitution, variation or waiver of the Performance Conditions under Rule 15.1, notify each affected Participant of such substitution, variation or waiver.

 

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16.Tax Withholding

 

16.1.A Participant shall be responsible for, and shall indemnify the Company against, all Tax Liability. The Company or any Group Company may withhold any amount that it considers necessary or appropriate to satisfy any Tax Liability from any amounts due to the Participant (whether under this Plan or otherwise, including, but not limited to, any salary or bonus payments) and/or make any other arrangements as it considers necessary or appropriate to satisfy any Tax Liability including, without limitation, the sale of sufficient Shares on the Participant’s behalf to realise an amount equal to the Tax Liability (and the payment of that amount to the relevant authorities in satisfaction of the Tax Liability).

 

16.2.Tax Conditions Prior to Vesting and/or Exercise

 

An Award shall not Vest, and an Option may not be exercised unless, and until, the following conditions are satisfied:

 

a)if, on the Vesting of the Award or on the exercise of the Option, a Tax Liability would arise by virtue of such Vesting or exercise and the Board decides that such Tax Liability shall not be satisfied by the sale of Shares pursuant to Rule 16.1, then the Participant must have entered into arrangements acceptable to the Board that the relevant Group Company will receive the amount of such Tax Liability; and

 

b)where the Board requires, the Participant has entered into, or agreed to enter into, a valid election under Part 7 of ITEPA (Employment income: elections to disapply tax charge on restricted securities) or any similar arrangement in any overseas jurisdiction.

 

16.3.If a Participant will, or is likely to, incur any Tax Liability before the Vesting of an Award then that Participant must enter into arrangements acceptable to any relevant Group Company to ensure that it receives the amount of such Tax Liability.

 

17.General Rules about Shares

 

17.1.Rights

 

Shares issued on subscription will rank equally in all respects with Shares already in issue.

 

Except where otherwise provided under these Rules, where Shares are transferred (including transferred from treasury), they will have the benefit of all rights attaching to Shares already in issue by reference to a record date on or after the date on which they are allotted or awarded.

 

17.2.Consents

 

All allotments, issues and transfers of Shares will be subject to any necessary consents under any relevant enactments or regulations for the time being in force in the United States of America or elsewhere. The Participant will be responsible for complying with any requirements to be fulfilled in order to obtain or avoid the need for these consents.

 

17.3.Bylaws

 

Any Shares acquired will be subject to the bylaws of the Company from time to time in force.

 

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17.4.Listing

 

If and for so long as the Shares are admitted to trading on the NASDAQ, the Company will apply for the registration of any Shares issued pursuant to the Plan.

 

17.5.Availability of Shares

 

The Company will keep available for allotment sufficient unissued Shares, or will procure that sufficient Shares are available for transfer, in order to satisfy all rights over Shares.

 

18.Participation in Plan

 

18.1.The Plan shall not form part of any contract of employment or engagement between any Group Company and any Employee and the rights and obligations of any individual under the terms of his or her employment or engagement shall not be affected by his or her participation in the Plan.

 

18.2.Participation in the Plan is discretionary and no Employee is entitled to participate in, or be considered for participation in, the Plan. Participation in the Plan on a particular basis in any year does not create any right to participate in the Plan on the same basis, or at all, in any future year. Operation of the Plan or participation in it shall not create any right to continued employment or engagement.

 

18.3.No Participant shall be entitled to claim compensation or damages from any Group Company for any loss or potential loss of rights or benefits (actual or potential) pursuant to any Award in consequence of the termination of the Participant’s office, employment or engagement by any Group Company for any reason whatsoever and whether the termination is lawful, unlawful, wrongful, fair or unfair.

 

18.4.Neither the payment of any amount under this Plan, the grant of an Award nor any benefit pursuant to an Award shall form part of a Participant’s pensionable remuneration for the purposes of any pension plan or similar arrangement which may be operated by any Group Company.

 

19.Administration and Amendment

 

19.1.The Board may at any time amend the Plan or any Award in any respect, and any such amendment can be retroactive, provided that no amendment shall be made to the terms of an Award without the prior consent of the relevant Participant if that amendment would, in the opinion of the Board, materially adversely affect the subsisting rights of the Participant in relation to that Award.

 

19.2.The Board shall have the power to interpret the Rules and its decision on any matter relating to the interpretation of the Rules and any other matters concerning the Plan (including the rectification of errors or mistakes of procedure or otherwise) shall be final and binding.

 

19.3.Any notice or other communication under or in connection with the Plan may be given by post or email, which, in the case of the Participant, should be addressed to the address last known to the Company and, in the case of the Company, should be addressed to the Company Secretary and shall be deemed to have been received when, in the ordinary course of transmission, it would be received by the addressee.

 

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20.Data Protection

 

20.1.The Company may process each Participant’s personal data, and shall do so in accordance with, and for the purposes set out in: (i) such Company Privacy Notice as may be implemented from time to time; (ii) this Plan; and (iii) applicable law. Details of the sources from which each Participant’s personal data may be collected, the categories of data affected, the recipients to whom those data may be disclosed, the Company’s data protection compliance measures, a Participant’s rights with respect to the processing of such personal data, and relevant contact details for data protection questions and concerns, are provided in that notice.

 

20.2.By participating in the Plan, each Participant agrees to:

 

a)abide by the provisions of all applicable laws regarding the processing of personal data;

 

b)abide by the provisions of all Company policies and procedures regarding the processing of personal data, from the date on which such policies and procedures are provided to the Participant; and

 

c)at all times maintain the security and confidentiality of all personal data processed in the course of the Participant’s duties.

 

21.Section 409A

 

To the extent that any Award to a U.S. Taxpayer is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code (a “409A Award”), the Award shall be subject to such additional rules and requirements as specified by the Board from time to time in order to comply with Section 409A of the Code. The Company shall have no liability to any Participant or otherwise if the Plan or any Award, or any Vesting, exercise or payment of any Award hereunder is subject to the additional tax and penalties under Section 409A of the Code. If any amount under a 409A Award is payable upon a “separation from service” (within the meaning of Section 409A of the Code) to a Participant who is considered a “specified employee” (within the meaning of Section 409A of the Code), then no such payment shall be made prior to the date that is the earlier of: (i) six months and one day after the Participant’s date of separation from service; or (ii) the Participant’s death, but only to the extent such delay is necessary to prevent such payment from being subject to interest, penalties and/or additional tax imposed pursuant to Section 409A of the Code.

 

22.Third Party Rights

 

No third party shall have any right under the Contracts (Rights of Third Parties) Act 1999 or equivalent legislation outside the UK to enforce any term of this Plan.

 

23.Termination

 

23.1.The Plan shall terminate on May 9, 2028, being the tenth anniversary of the date the Plan was originally adopted by the Avast Board, unless terminated earlier by the Board in its discretion. Termination of the Plan shall not affect subsisting Awards.

 

23.2.Any Award which has not previously lapsed, Vested or been exercised will lapse automatically on the tenth anniversary of the Date of Grant.

 

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24.Governing Law and Jurisdiction

 

24.1.This Plan and any Award and any dispute, claim or difference arising out of or in connection with the Plan or any Award or the subject matter or formation of either (including non-contractual disputes, claims or differences) shall be governed by and construed in accordance with the law the State of Delaware, United States, without regard to its conflict of laws.

 

24.2.The Company and each Participant irrevocably agree, submit and consent to, with respect to the settlement of any dispute, claim or difference arising out of or in connection with this Plan or any Award or the subject matter or formation of either (including non-contractual disputes, claims or differences), the exclusive jurisdiction of the State of California and agree that such disputes, claims or differences shall be conducted only in the courts of Santa Clara County, California, or the federal courts for the United States for the Northern District of California, and no other courts, where the applicable Award is made and/or to be performed.

 

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Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-8

 

NortonLifeLock Inc.

 

Table 1: Newly Registered Securities

 

  Security
Type  		 Security
Class
Title  		 Fee
Calculation
Rule  		 Amount
Registered(1)
  		 Proposed
Maximum
Offering
Price Per
Unit  		 Maximum
Aggregate
Offering
Price  		 Fee
Rate  		 Amount of
Registration
Fee  
Fees to Be Paid   Equity Common Stock, par value $0.01 per share Rule 457(c) and Rule 457(h)(2) 8,041,071(3) 23.11(2) 185,829,151 .0000927 $17,227
  Total Offering Amounts - 185,829,151 - $17,227
  Total Fees Previously Paid - - - -
  Total Fee Offsets - - - -
  Net Fee Due - - - $17,227

 

 

(1)Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the number of shares of common stock, par value $0.01 per share (“Common Stock”) registered hereunder shall be adjusted to include any additional shares of Common Stock which may become issuable as a result of stock splits, stock dividends or similar transactions in accordance with the anti-dilution provisions of the Plan (as defined bellow) and agreements evidencing outstanding awards thereunder.

 

(2)Estimated in accordance with Rule 457(c) and 457(h) of the Securities Act solely for the purpose of computing the registration fee on the basis of the average high and low sale prices of the Common Stock as reported on the Nasdaq Global Select Market on September 8, 2022.

 

(3)This Registration Statement on Form S-8 registers offers and sales of 3,660,495 shares of Common Stock of NortonLifeLock Inc. (the “Company”) issuable to holders of certain restricted stock units and performance stock units of Avast plc (“Avast”), in connection with the Company’s acquisition of Avast, which was effected by means of a court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2006, in accordance with the Co-operation Agreement, dated as of August 10, 2021, as amended on July 15, 2022, by and among the Company, Nitro Bidco Limited and Avast. In addition, this Registration Statement registers 4,380,576 shares of Common Stock issuable to current employees of Avast and future employees of the Company under the Avast plc 2018 Long Term Incentive Plan, as amended from time to time (the “Plan”).