Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On May 28, 2020, the Compensation and Leadership Development Committee (the "Committee") of the Board of Directors (the "Board") of NortonLifeLock Inc. (the "Company") approved the FY21 Senior Executive Annual Incentive Plans (the "Annual Incentive Plans") for the Company's named executive officers.

Under the terms of the Annual Incentive Plans, the named executive officers will be eligible to receive performance-based incentive bonuses based on the Company's achievement of fiscal 2021 non-GAAP bookings, provided an initial operating gate measured at fiscal 2021 non-GAAP operating profit margin is achieved, as detailed below.

For our anticipated named executive officers for fiscal 2021, the target funding under the FY21 Executive Annual Incentive Plans are as follows: for Vincent Pilette, 100% of annual base salary at 100% achievement; for Matt Brown, 40% of annual base salary at 100% achievement; for Samir Kapuria, 100% of annual base salary at 100% achievement; and for Bryan Ko, 80% of annual base salary at 100% achievement.

For the non-GAAP bookings metric: (a) at the threshold achievement level of less than 97% of target, the funding level is 0%; (b) above the threshold achievement level, the funding level increases incrementally, up to a level of 100% at 100% achievement; (c) above the target achievement level, funding increases incrementally, up to a cap of a 200% funding based on achievement of 107% of target; and (d) there is zero funding if the achievement is below 97% of target.

Notwithstanding the foregoing, an operating gate measured at fiscal 2021 non-GAAP operating profit margin must first be met. If fiscal 2021 non-GAAP operating profit margin is less than the target amount, no funding will be made under the Annual Incentive Plans.

With respect to the above metrics, the calculations will be made assuming that foreign currency is held constant at plan rates. The measurement period for all metrics is the fiscal year ending on April 2, 2021.

With the exception of Vincent Pilette, the individual payout amount will be determined based on an assessment of individual performance against a set of financial, non-financial, individual, and team-based goals and will be allocated from the bonus pool. The bonus payment for Vincent Pilette will be calculated based on the company's financial metrics as described above.

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