Symantec 2008 Annual Report Download - page 33

Summary of Material Terms of 2004 Equity Incentive Plan (as amended and restated)
The material terms of the 2004 Plan include the following:
• employees (including officers), consultants, independent contractors, advisors and members of our Board
(including non-employee directors) are eligible to participate in the 2004 Plan;
• the types of awards that may be granted are stock options, restricted stock awards, restricted stock units and
stock appreciation rights;
• shares that are subject to issuance upon exercise of an option but cease to be subject to such option for any
reason (other than exercise of such option), shares that are subject to an award that is granted but is
subsequently forfeited or repurchased by Symantec at the original issue price and shares that are subject to an
award that terminates without shares being issued will again be available for grant and issuance under the
2004 Plan;
• shares that are withheld to pay the exercise or purchase price of an award or to satisfy any tax withholding
obligations in connection with an award, shares that are not issued or delivered as a result of the net
settlement of an outstanding option or stock appreciation right and shares that are repurchased on the open
market with the proceeds of an option exercise price will not be available again for grant and issuance under
the 2004 Plan;
• for purposes of determining the number of shares available for grant under the 2004 Plan against the
maximum number of shares authorized, any full-value award (i.e., an award of restricted stock or restricted
stock units) will reduce the number of shares available for issuance by two shares for every share issued, and
any other award (i.e., an option or stock appreciation right) will reduce the number of shares available for
issuance by one share for every share issued;
• the per-share exercise price of stock options granted under the 2004 Plan must equal at least the fair market
value of a share of our common stock on the grant date of the option;
• the exercise price of an option or stock appreciation right may not be reduced (repriced) without stockholder
approval (other than in connection with certain corporate transactions, including stock splits, stock
dividends, mergers, spin-offs and certain other similar transactions);
• no person will be eligible to receive more than 2,000,000 shares in any calendar year pursuant to the grant of
awards under the 2004 Plan (no more than 400,000 of which can be as awards of restricted stock or restricted
stock units) except that new employees are eligible to receive up to a maximum of 3,000,000 shares in the
calendar year in which they commence employment (no more than 600,000 of which can be as awards of
restricted stock or restricted stock units);
• in the event of a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination,
reclassification or similar change in the capital structure of Symantec without consideration or if there is a
change in the corporate structure of Symantec, then (a) the number of shares reserved for issuance under the
2004 Plan, (b) the limits on the number of shares that may be issued to participants in a calendar year, (c) the
exercise price and number of shares subject to outstanding options and (d) the purchase price and number of
shares subject to other outstanding awards, including restricted stock awards, will be proportionately
adjusted, subject to any required action by our Board or our stockholders and subject to compliance with
applicable securities laws;
• stockholder approval is required for certain types of amendments to the 2004 Plan; and
• the 2004 Plan will terminate on July 20, 2014 unless terminated earlier.
Summary Description of 2004 Equity Incentive Plan (as amended and restated)
The following is a summary of the principal provisions of the 2004 Plan, as proposed for approval. This
summary does not purport to be a complete description of all of the provisions of the 2004 Plan. It is qualified in its
entirety by reference to the full text of the 2004 Plan. A copy of the 2004 Plan has been filed with the SEC with this
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