Symantec 2008 Annual Report Download - page 34

proxy statement, and any stockholder who wishes to obtain a copy of the 2004 Plan may do so by written request to
the Corporate Secretary at Symantec’s headquarters in Cupertino, California.
Purpose of the 2004 Plan. The primary purpose of the 2004 Plan is to provide incentives to attract, retain and
motivate eligible persons whose contributions are important to the success of Symantec, our subsidiaries and
affiliates, by offering them an opportunity to participate in our future performance through awards of options, stock
appreciation rights, restricted stock units and restricted stock awards. To date, we have issued only options and
restricted stock units under the 2004 Plan. In addition, the 2004 Plan is intended to align the interests of our
employees with the interests of Symantec’s stockholders by providing participants with the opportunity to share in
any appreciation in the value of our stock that their efforts help bring about. The 2004 Plan is an essential component
of the total compensation package offered to employees, reflecting the importance that Symantec places on
motivating and rewarding superior results with long-term, performance-based incentives.
Shares Reserved for Issuance. The history and status of the number of shares reserved for issuance, made
subject to awards and issued under the 2004 Plan are described above. 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.
Administration. Symantec’s Compensation Committee administers the 2004 Plan except when our Board
decides to directly administer the 2004 Plan (either being the “Committee”). The Committee determines the
persons who are to receive awards, the number of shares subject to each award and the other terms and conditions of
such awards. The Committee also has the authority to interpret the provisions of the 2004 Plan and any awards
granted thereunder and to modify awards granted under the 2004 Plan. The Committee may not, however, reprice
options or stock appreciation rights issued under the 2004 Plan without prior approval of Symantec’s stockholders
(other than in connection with certain corporate transactions, including stock splits, stock dividends, mergers,
spin-offs and certain similar transactions). To the extent permitted by applicable laws, the Committee may delegate
to one or more officers of Symantec the authority to grant awards under the 2004 Plan to participants who are not
officers, directors or other employees subject to Section 16 of the Exchange Act.
Eligibility. The 2004 Plan provides that awards may be granted to employees, officers, directors (including
non-employee directors), consultants, independent contractors and advisors of Symantec or any parent, subsidiary
or affiliate of Symantec as the Committee may determine. However, incentive stock options (“ISOs”) may only be
granted to employees of Symantec or any parent or subsidiary of Symantec. The actual number of individuals who
will receive awards cannot be determined in advance because the Committee has discretion to select the participants
and determine in each case the size of any award. As of July 4, 2008, there were approximately 17,800 employees
and consultants, including nine executive officers, and nine non-employee directors eligible to receive discretionary
and/or automatic awards under the 2004 Plan.
Section 162(m) Considerations. Section 162(m) of the Internal Revenue Code of 1986, as amended
(the “Code”) generally disallows a tax deduction to public companies for compensation in excess of $1 million
paid to the company’s Chief Executive Officer or any of the three other most highly compensated officers. Certain
performance-based compensation is specifically exempt from this deduction limit if it otherwise meets the
requirements of Section 162(m). Stock options and other equity awards pursuant to which the recipient’s
compensation is based solely on the appreciation of the value of the underlying shares from the date of grant
until the date of the income recognition event may qualify as performance-based compensation if the company
satisfies certain requirements in connection with the plan under which the awards are granted. Specifically, the plan
must be stockholder-approved and must contain a limit on the number of shares that may be granted to any one
individual under the plan during a specified period. Accordingly, the 2004 Plan provides that 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
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