Symantec 2008 Annual Report Download - page 36

business day following the first regular Board meeting of each fiscal year. The 2004 Plan also provides for the
automatic grant of restricted stock units with a value of $180,000, pro-rated based on the number of days from the
director’s election date through the date of the first regular Board meeting of the following fiscal year, on the date of
grant to each new non-employee director on the first business day following the director’s election to the Board. The
restricted stock units granted under this program vest one year from the date of grant as long as the non-employee
director serves on the Board on such vesting date.
Restricted Stock Units. Restricted stock units represent the right to receive shares at a specified date in the
future, subject to forfeiture of such right due to termination of services or failure to achieve specified performance
conditions (including Performance Factors) applicable to such units. Restricted stock units will be evidenced by a
written agreement between us and the recipient, and the terms and conditions applicable to restricted stock units
may vary from recipient to recipient. The Committee determines all terms of restricted stock units (except with
respect to the automatic grant of restricted stock units to our non-employee directors) including, without limitation,
the number of shares subject to the grant, the time or times during which the restricted stock units may be settled, the
consideration (cash or shares) to be distributed upon settlement of the restricted stock units and the effect a
termination of recipient’s services will have on the restricted stock units. Restricted stock units may vest upon the
passage of time in connection with services performed for us, upon achievement of performance criteria or upon
other criteria as determined by the Committee. Payment upon settlement of a restricted stock unit may be made in
the form of cash, shares or a combination thereof, either in a lump sum payment or in installments, as the Committee
shall determine.
Restricted Stock Awards. Each restricted stock award is evidenced by a restricted stock agreement in such
form as the Committee approves which will contain provisions regarding the number of shares the participant may
be issued, the purchase price, if any, and the restrictions to which the shares will be subject. Shares subject to a
restricted stock award may become vested over time or upon completion of performance goals (including
Performance Factors) set out in advance. Restricted stock awards shall immediately cease to vest if a participant
is terminated for any reason, unless provided otherwise in the applicable restricted stock agreement or unless
otherwise determined by the Committee, and Symantec will generally have the right to repurchase any such
unvested shares.
Stock Appreciation Rights. Stock appreciation rights (“SARs”) are awards in which the participant is deemed
granted a number of shares, subject to vesting, at an exercise price of not less than 100% of the fair market value of
Symantec common stock on the date of grant. When the SARs vest, then the participant can exercise the SARs.
Exercise, however, does not mean the number of shares deemed granted are issued. Rather, the participant will
receive cash or shares, as determined by the Committee, having a value at the time of exercise equal to (1) the
number of shares deemed exercised, times (2) the amount by which Symantec’s stock price on the date of exercise
exceeds the exercise price of SARs. Vesting may be based on the passage of time in connection with services
performed for us or upon achievement of performance goals (including Performance Factors) as determined by the
Committee. Under the 2004 Plan, the maximum term of each SAR is ten years from the date of grant.
Adjustment of Shares. In the event of a stock dividend, recapitalization, stock split, reverse stock split,
subdivision, combination, reclassification or similar change in the capital structure of the Company without
consideration or if there is a change in the corporate structure, 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. Fractions of a share will not be issued but will be rounded down to the nearest whole share, and may be
replaced by a cash payment equal to the fair market value of such fraction of a share, as determined by the
Committee.
Nontransferability of Awards. Awards granted under the 2004 Plan will not be transferable by the participant,
other than by will or by the laws of descent and distribution or as consistent with the award agreement for the award.
All awards will be exercisable during the participant’s lifetime only by the participant or the participant’s guardian
or legal representative and after the participant’s death by the legal representative of the participant’s heirs.
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