Symantec 2008 Annual Report Download - page 29

Annual Fees: In accordance with the recommendation of the Compensation Committee, the Board deter-
mined the non-employee directors’ compensation for fiscal year 2008 as follows:
• $50,000 annual cash retainer
• $10,000 annual fee for committee membership ($15,000 for Audit Committee membership)
• $10,000 annual fee for chairing a committee of the Board ($20,000 for chairing the Audit Committee)
• $25,000 annual fee for the Lead Independent Director
The payment of the annual cash retainer is subject to the terms of the 2000 Director Equity Incentive Plan, as
amended, which requires that at least 50% of the annual retainer fee be paid in the form of unrestricted, fully-vested
shares of our common stock. We pay the annual retainer fee and any additional annual fees to each director at the
beginning of the fiscal year. Directors who join the company after the beginning of the fiscal year receive a prorated
cash payment in respect of their annual retainer fee and fees. These payments are considered earned when paid.
Accordingly, we do not require them to be repaid in the event a director ceases serving in the capacity for which he
or she was compensated.
Annual Equity Awards. Each non-employee member of the Board receives an annual award of restricted
stock units having a fair market value on the grant date equal to $180,000, with this value prorated for new non-
employee directors from the date of such director’s appointment to our Board to the date of the first Board meeting
in the following fiscal year. The restricted stock unit awards granted for fiscal year 2008 were granted on May 2,
2007 and vested in full on May 2, 2008. The restricted unit awards granted for fiscal year 2009 were granted on
April 30, 2008 and will vest in full on April 30, 2009. Since the beginning of fiscal year 2007, we have not made
option grants to our directors. Option grants made to our non-employee directors in fiscal 2006 and prior years were
subject to a four-year vesting schedule. In the event of a merger or consolidation in which Symantec is not the
surviving corporation or another similar change in control transaction involving Symantec, all unvested stock
option and restricted stock unit awards made to non-employee directors under the programs described above will
accelerate and vest in full.
Symantec stock ownership information for each of our directors is shown under the heading “Security
Ownership of Certain Beneficial Owners and Management” in this proxy statement.
THE BOARD RECOMMENDS A VOTE “FOR” ELECTION OF
EACH OF THE TEN NOMINATED DIRECTORS.
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