Symantec 2009 Annual Report Download - page 23

reporting purposes with respect to fiscal year 2009 for the fair value of restricted stock units granted to the non-
employee directors in accordance with Financial Accounting Standard No. 123 (revised 2004), “Share-Based
Payment” (“SFAS 123R”). Restricted stock units were not granted to non-employee directors prior to fiscal
2007. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-
based vesting conditions. As Mr. Reyes ceased serving as a director on February 28, 2009, 10,452 of his
restricted stock unit awards were forfeited during fiscal 2009. For additional information about assumptions
used in valuing our equity compensation awards, refer to Note 13 of the financial statements in our Form 10-K
for the fiscal year ended April 3, 2009, as filed with the SEC.
(4) Messrs. Brown, Coleman, Dangeard, Mahoney, Miller, Reyes, Schulman, Unruh, and Ms. Laybourne were each
granted 10,452 restricted stock units on April 30, 2008, with a per share fair value of $17.22 and a full grant date
fair value of $179,983. As of April 3, 2009, each of these non-employee directors held 10,452 outstanding
restricted stock units, with the exception of Mr. Reyes. As Mr. Reyes ceased serving as a director on
February 28, 2009, all of his restricted stock units were forfeited during fiscal year 2009.
(5) In lieu of cash, Messrs. Brown, Coleman, Dangeard, Mahoney, Miller, Schulman, Unruh, and Ms. Laybourne
each received 50% of their annual retainer fee of $50,000 in the form of our common stock. Accordingly,
pursuant to the terms of the 2000 Director Equity Incentive Plan, they were each granted 1,433 shares at a per
share fair value of $17.44, and a full fair value of $24,992. The balance of Messrs. Brown’s, Coleman’s,
Dangeard’s, Mahoney’s, Miller’s, Schulman’s, Unruh’s, and Ms. Laybourne’s fees were paid in cash as reported
in the “Fees Earned or Paid in Cash” column in the table above.
(6) In lieu of cash, Mr. Reyes elected to receive 100% of his annual retainer fee of $50,000 in the form of our
common stock. Accordingly, pursuant to the terms of the 2000 Director Equity Incentive Plan, he was granted
2,866 shares at a per share fair value of $17.44, and a full fair value of $49,983. The balance of Mr. Reyes’ fees
were paid in cash as reported in the “Fees Earned or Paid in Cash” column in the table above.
(7) Amounts shown in this column reflect our accounting expense for these awards and do not reflect whether the
recipient has actually realized a financial benefit from the awards (such as by exercising stock options). This
column represents the dollar amount recognized for financial statement reporting purposes with respect to fiscal
year 2009 for the fair value of stock options granted to the directors. The fair value was estimated using the
Black-Scholes option pricing model in accordance with SFAS 123R. Pursuant to SEC rules, the amounts shown
exclude the impact of estimated forfeitures related to service-based vesting conditions. For additional
information about assumptions used in valuing our equity compensation awards, refer to Note 13 of the
financial statements in our Form 10-K for the fiscal year ended April 3, 2009, as filed with the SEC.
(8) In fiscal year 2009, there were no stock option grants to any person who served as a non-employee director. The
outstanding stock options held by each non-employee director at 2009 fiscal year-end were: Mr. Brown
(175,630), Mr. Coleman (148,000), Mr. Mahoney (106,000), Mr. Miller (148,000), Mr. Reyes (76,927),
Mr. Schulman (79,000), and Mr. Unruh (180,630).
The policy of the Board is that compensation for independent directors should be a mix of cash and equity-
based compensation. Symantec does not pay employee directors for Board service in addition to their regular
employee compensation. Independent directors may not receive consulting, advisory or other compensatory fees
from the Company. The Compensation Committee, which consists solely of independent directors, has the primary
responsibility to review and consider any revisions to directors’ compensation.
Director Stock Ownership Guidelines: Since May 2007, the Compensation Committee has instituted the
following stock ownership guidelines to better align our directors’ interests with those of our stockholders:
• Directors must maintain a minimum holding of 10,000 shares of Company stock;
• New directors will have three years to reach the minimum holding level; and
• Notwithstanding the foregoing, directors may sell enough shares to cover their income tax liability on vested
grants.
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