Symantec 2008 Annual Report Download - page 40

PROPOSAL NO. 3
ADOPTION OF 2008 EMPLOYEE STOCK PURCHASE PLAN
At the annual meeting, we seek approval by our stockholders of our new 2008 Employee Stock Purchase Plan
(the “New ESPP”) and the reservation of 20,000,000 shares of our common stock for issuance under the New ESPP
(representing approximately 2.4% of our outstanding common stock as of July 4, 2008). The New ESPP was
adopted by our Board on April 29, 2008 and will become effective immediately upon stockholder approval. We
anticipate that the first Offering Period (as defined below) under the plan will begin on February 16, 2009. The terms
of the New ESPP are substantially similar to the terms of our 1998 Employee Stock Purchase Plan, as amended
(the “Old ESPP”), and are summarized below.
The purpose of the New ESPP is to continue providing our employees and employees of our subsidiaries and
affiliates with the ability to acquire shares of our common stock at a discount to the purchase date fair market value
through accumulated payroll deductions. This is a long-standing benefit program and we believe it is important in
helping us retain employees and helping align the interests of our employees with those of our stockholders. We
seek approval of the New ESPP because the Old ESPP terminates for all purposes when the final offering period
under the Old ESPP ends on February 15, 2009. As of July 4, 2008, an aggregate of 28,985,911 shares of common
stock have been issued, and 9,618,489 shares remain available for future issuance, under the Old ESPP. We
anticipate that approximately 4,500,000 shares will remain unissued under the Old ESPP when it expires in January
2009.
If our stockholders approve the New ESPP, this approval will satisfy the stockholder approval requirements
under Section 423 of the Code and so permit certain participants to receive special tax treatment under Code
Section 423 with respect to the purchase and sale of the shares purchased under the plan. The New ESPP also allows
us the flexibility to create sub-plans which are designed to achieve tax, securities law or other Company compliance
objectives in particular locations outside the United States and which are not required to comply with the
requirements of Code Section 423. We believe this new feature expands our ability to design global compensation
programs by facilitating participation by employees of Symantec or our subsidiaries or affiliates who are foreign
nationals or employed or reside outside the United States. If the New ESPP is not approved by our stockholders, the
Old ESPP will terminate pursuant to its terms so that no new offering periods will commence after January 1, 2009,
its final offering period will end on February 15, 2009 and we would thereafter not be able to offer to eligible
employees this means of acquiring our common stock.
In 2005, our Board amended the terms of the Old ESPP to limit the benefits offered to our eligible employees
so as to eliminate the “lookback” feature of the Old ESPP. This means that we eliminated the pricing formula that
had previously applied allowing employees to purchase stock at a 15% discount to market price measured either on
the first business day or the last business day of the Offering Period, whichever was lower. We made this change in
response to changes in the accounting rules applicable to equity compensation plans in order to decrease (but not
eliminate) the expense we would recognize for financial statement purposes with respect to the Old ESPP. We intend
at this time to continue the same structure under the New ESPP as we have been using since 2005 under the Old
ESPP.
The following is a summary of the principal provisions of the New ESPP. This summary does not purport to be
a complete description of all of the provisions of the New ESPP. It is qualified in its entirety by reference to the full
text of the New ESPP. A copy of the New ESPP has been filed with the SEC with this proxy statement, and any
stockholder who wishes to obtain a copy of the New ESPP may do so by written request to the Secretary at
Symantec’s headquarters in Cupertino, California.
Summary of our 2008 Employee Stock Purchase Plan
General; Statutory Plan and Non-Statutory Plans
The New ESPP reserves 20,000,000 shares of common stock for issuance to employees. It will be administered
by our Board or a committee appointed by the Board (the “Committee”). At the present time, the New ESPP is
administered by the Compensation Committee of the Board. It is governed by Delaware law, and all questions of
interpretation or application of the New ESPP are determined by the Committee.
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