Symantec 2008 Annual Report Download - page 42

operated the Old ESPP, we expect the purchase price for each Offering Period to be 85% of the fair market value of a
share of our common stock on the last trading day of the Offering Period (the “Purchase Date”). For purposes of the
New ESPP, “fair market value” means the closing sale price of our common stock on the Purchase Date, as reported
in The Wall Street Journal or other source deemed reliable by the Committee. The New ESPP allows us to vary the
purchase price that applies to an Offering Period to provide for the greatest discount allowed under Code
Section 423 (which means that the purchase price cannot be less than 85% of the fair market value of our stock
at the beginning or at the end of the Offering Period, whichever value is lower).
Certain limitations on the number of shares that a participant may purchase apply. For example, the option
granted to an employee may not permit him or her to purchase stock under the New ESPP at a rate which exceeds
$25,000 in fair market value of such stock (determined as of the Offering Date) for each calendar year in which the
option is outstanding. In addition, we have set 10,000 shares as the maximum number of shares an employee may
purchase on each purchase date. The New ESPP allows us to increase or decrease this share limit without
stockholder approval. In addition, we will make a pro rata reduction in the number of shares subject to options
outstanding under the New ESPP if the total number of shares that would otherwise be purchased on a Purchase
Date by all participants exceeds the number of shares remaining available under the plan.
Provided the employee continues participating in the plan through the end of an Offering Period, his or her
option to purchase shares is exercised automatically at the end of the Offering Period, and the maximum number of
shares that may be purchased with accumulated payroll amounts at the applicable purchase price are issued to the
employee.
Rights to purchase stock under the New ESPP are generally not transferable by the employee.
Termination of Employment; Withdrawal from New ESPP
Termination of a participant’s employment for any reason, including retirement or death, or the failure of the
participant to remain in the continuous employ of Symantec for at least 20 hours per week and more than five
months in any calendar year during the applicable Offering Period, cancels his or her option to purchase and
terminates his or her participation in the New ESPP immediately. In such event, the payroll deductions credited to
the participant’s account will be returned (without interest unless required by applicable law) to him or her or, in the
case of death, to the person or persons entitled thereto as provided in the New ESPP.
A participant may withdraw from the New ESPP at any time during an Offering Period prior to a date specified
for administrative reasons prior to the Purchase Date. Upon withdrawal, the participant’s accumulated payroll
amounts are returned to him or her, without interest unless required by applicable law.
Adjustments upon Changes in Capitalization; Corporate Transactions
Subject to any required action by our stockholders, in the event any change is made in Symantec’s
capitalization during an Offering Period, such as a stock split, stock dividend, subdivision, combination, reclas-
sification or similar change that results in an increase or decrease in the number of shares of our common stock
outstanding without receipt of consideration by Symantec, proportionate adjustment shall be made to the number of
shares remaining available for issuance under the New ESPP, the purchase price and number of shares subject to
then-outstanding options under the New ESPP, and the maximum number of shares that may be purchased on any
purchase date.
In the event of a proposed dissolution or liquidation of Symantec, the Offering Period then in progress will
terminate immediately prior to the consummation of the transaction, unless our Board provides otherwise in
connection with the transaction. In the event of a sale of all or substantially all of our assets, or if we (or one of our
affiliated companies) merge with or into another corporation or engage in a similar acquisition transaction, each
then-outstanding option under the New ESPP will be assumed or an equivalent substitute option substituted by our
successor entity, unless our Board elects in lieu of that treatment to simply shorten the Offering Period then in
progress and allow each outstanding option to be automatically exercised on a specified date preceding closing of
the transaction. If our Board sets an earlier Purchase Date in connection with an asset sale, merger or similar
transaction, the Offering Period then in progress will terminate on that Purchase Date.
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