Symantec 2001 Annual Report Download - page 48

to 10% of compensation, shares of common stock at a price per share
that is the lesser of 85% of the fair market value as of the beginning of
the offering period or the end of the purchase period. As of March 31,
2001, approximately 3.3 million shares had been issued and no shares
remain available under the 89 Purchase Plan.
On September 17, 1998, our stockholders approved the 1998 Employee
Stock Purchase Plan (“98 Purchase Plan”). The 98 Purchase Plan was
subsequently amended by our stockholders on September 15, 1999 to
increase the limit on such shares by 1% of our outstanding shares of
Common Stock on each subsequent January 1 during the term of the 98
Purchase Plan. On January 1, 2001, the number of shares available for
issuance automatically increased by approximately 800,000 shares to 2.6
million shares. As of March 31, 2001, approximately 300,000 shares had
been issued and 2.3 million shares remain available under the 98
Purchase Plan.
In December 2000, as a result of our acquisition of AXENT, we assumed
all outstanding purchase rights under AXENT’s 1998 Employee Stock
Purchase Plan (“AXENT Purchase Plan”). The AXENT Purchase Plan
was amended such that each then-outstanding purchase right would be
exercisable upon the same terms and conditions as under the AXENT
Purchase Plan immediately before the acquisition. Each purchase right
would be exercisable for Symantec common stock equal to a ratio of 0.5
of the number of shares of AXENT common stock for which such pur-
chase right would otherwise have been exercisable determined as of the
relevant grant date under the AXENT Purchase Plan at a purchase price
per share equal to 85% of the lower of (i) fair market value of a share of
AXENT common stock at the relevant grant date under the AXENT
Purchase Plan divided by 0.5 or (ii) the fair market value of a share of
Symantec common stock on the relevant purchase date. Each purchase
right granted under the AXENT Plan shall terminate, if it has not previ-
ously terminated by its terms,
on the date that the holder thereof enrolls in our 98 Purchase Plan.
Stock Award Plans During fiscal 1996, we registered 400,000 shares
to be issued under the terms of the 1994 Patent Incentive Plan. The pur-
pose of this plan is to increase awareness of the importance of patents to
our business and to provide employees with incentives to pursue patent
protection for new technologies that may be valuable
to us. Our executive officers are not eligible for awards under the 1994
Patent Incentive Plan. As of March 31, 2001, a total of approximately
28,000 shares had been issued under this plan.
In March 1998, the Board of Directors approved the terms of the 1998
Star Award Bonus Plan, under which we may issue up to 5,000 shares of
common stock to employees who perform exceptionally in a given quar-
ter. Directors and executive officers are not eligible to receive awards
under this plan. The Board of Directors reserved 20,000 shares of com-
mon stock for issuance under this plan. As of March 31, 2001, a total of
1,300 shares had been issued under this plan. This plan will be termi-
nated, as management is not currently using this plan to issue common
stock to employees.
In September 2000, shareholders approved the 2000 Directors Equity
Incentive Plan and reserved 25,000 shares for issuance under this plan.
The purpose of this plan is to provide the members of the Board of
Directors with an opportunity to receive common stock for all or a por-
tion of the retainer payable to each director for serving as a member. Each
director may elect to receive 50% to 100% of the retainer to be paid in the
form of stock. As of March 31, 2001, a total of approximately 4,000 shares
had been issued under this plan.
Stock awards issued under these stock plans are recorded as compensation
expense.
Stock Option Plans We maintain stock option plans pursuant to which
an aggregate total of approximately 34.7 million shares of
common stock have been reserved for issuance as incentive and non-
qualified stock options to employees, officers, directors, consultants,
independent contractors and advisors to us, or of any parent, subsidiary
or affiliate of Symantec as the Board of Directors or committee may
determine. The purpose of these plans is to attract, retain and motivate
eligible persons whose present and potential contributions are impor-
tant to our success by offering them an opportunity to
participate in our future performance through awards of stock options
and stock bonuses. Under the terms of these plans, the option exercise
price may not be less than 100% of the fair market value on the date
of grant and the options have a maximum term of ten years and gener-
ally vest over a four-year period.
On May 14, 1996, our stockholders approved the 1996 Equity Incentive
Plan and a total of approximately 6.7 million shares of common stock
had been reserved for issuance under this plan. On September 17, 1998
and September 15, 1999, stockholders approved amendments to increase
the number of shares reserved for issuance by approximately 2.3 million
and 3.2 million shares, respectively, to a total of approximately 12.2 mil-
lion shares. On September 18, 2000 and December 15, 2000,
stockholders approved amendments to increase the numbers of shares
reserved for issuance by 3.0 million and 2.4 million shares, respectively,
to a total of approximately 17.6 million shares. As of March 31, 2001
approximately 13.0 million options were outstanding under this plan.
In December 2000, as a result of our acquisition of AXENT, we assumed
all outstanding AXENT stock options. Each AXENT stock option
assumed by us is subject to the same terms and conditions as the origi-
nal grant and generally vest over four years and expires ten years from
the date of grant. Each option was adjusted at a ratio of
0.5 shares of Symantec common stock for each one share of AXENT
common stock, and the exercise price was adjusted by multiplying the
exercise price by 0.5.
In January 2001, the Board of Directors approved the terms of the 2001
Non-Qualified Equity Incentive Plan (“2001 Non-Qualified Plan”), under
which we grant options to employees, officers, directors, consultants,
independent contractors and advisors to us, or of any parent, subsidiary
or affiliate of Symantec as the Board of Directors or committee may deter-
mine. Options awarded to insiders may not exceed in the aggregate fifty
(50%) percent of all shares that are available for grant under the 2001
Non-Qualified Plan and employees of the company who are not insiders
must receive at least fifty (50%) percent of all shares that are available for
grant under the 2001 Non-Qualified Plan. A person may be granted more
than one award under the 2001 Non-Qualified Plan. The Board of
Directors reserved 3.0 million shares of common stock for issuance under
the 2001 Non-Qualified Plan. As of March 31, 2001, approximately
300,000
options were outstanding under this plan.
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