Symantec 2009 Annual Report Download - page 24

Annual Fees: In accordance with the recommendation of the Compensation Committee, the Board deter-
mined the non-employee directors’ compensation for fiscal year 2009 as follows:
• $50,000 annual cash retainer
• $10,000 annual fee for committee membership ($15,000 for Audit Committee membership)
• $10,000 annual fee for chairing a committee of the Board ($20,000 for chairing the Audit Committee)
• $25,000 annual fee for the Lead Independent Director
The payment of the annual cash retainer is subject to the terms of the 2000 Director Equity Incentive Plan, as
amended, which allows directors to choose to receive common stock in lieu of cash for all or a portion of the retainer
payable to each director for serving as a member. We pay the annual retainer fee and any additional annual fees to
each director at the beginning of the fiscal year. Directors who join the Company after the beginning of the fiscal
year receive a prorated cash payment in respect of their annual retainer fee and fees. These payments are considered
earned when paid. Accordingly, we do not require them to be repaid in the event a director ceases serving in the
capacity for which he or she was compensated.
Annual Equity Awards. In March 2009, the 2004 Equity Incentive Plan was amended to eliminate the feature
of the plan that provided for automatic grants to non-employee members of the Board. As a result, all grants to non-
employee directors will be made on a discretionary basis under the plan. Pursuant to a policy adopted by our Board,
each non-employee member of the Board now receives an annual award of fully-vested restricted stock awards
having a fair market value on the grant date equal to $180,000, with this value prorated for new non-employee
directors from the date of such director’s appointment to our Board to the date of the first Board meeting in the
following fiscal year. Prior to its amendment, the plan provided for the same award formula, except awards vested
on the one-year anniversary of the date of grant. The restricted stock unit awards granted for fiscal year 2009 were
granted on April 30, 2008 and vested in full on April 30, 2009. The restricted stock awards granted for fiscal year
2010 were granted on May 11, 2009 and are fully vested. Since the beginning of fiscal year 2007, we have not made
option grants to our directors. Option grants made to our non-employee directors in fiscal 2006 and prior years were
subject to a four-year vesting schedule. In the event of a merger or consolidation in which Symantec is not the
surviving corporation or another similar change in control transaction involving Symantec, all unvested stock
option and restricted stock unit awards made to non-employee directors under the programs described above will
accelerate and vest in full.
Symantec stock ownership information for each of our directors is shown under the heading “Security
Ownership of Certain Beneficial Owners and Management” in this proxy statement.
THE BOARD RECOMMENDS A VOTE “FOR” ELECTION OF
EACH OF THE TEN NOMINATED DIRECTORS.
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