Symantec 2010 Annual Report Download - page 36

Reduction of Shares. For purposes of determining the number of shares available for grant under the 2004
Plan against the maximum number of shares authorized, any full-value award (i.e., an award of restricted stock or
RSUs) will reduce the number of shares available for issuance by two shares for every share issued, and any other
award (i.e., an option or SAR) will reduce the number of shares available for issuance by one share for every share
issued.
Per-Share Exercise Price. The per-share exercise price of stock options and SARs granted under the 2004
Plan must equal at least the fair market value of a share of our common stock on the grant date of the option. As of
July 2, 2010, the fair market value of a share of our common stock was $13.98.
No Repricing. The exercise price of an option or SAR may not be reduced (repriced) without stockholder
approval (other than in connection with certain corporate transactions, including stock splits, stock dividends,
mergers, spin-offs and certain other similar transactions).
Number of Shares Per Calendar Year. No person will be eligible to receive more than 2,000,000 shares in any
calendar year pursuant to the grant of awards under the 2004 Plan (no more than 400,000 of which can be as awards
of restricted stock or RSUs) except that new employees are eligible to receive up to a maximum of 3,000,000 shares
in the calendar year in which they commence employment (no more than 600,000 of which can be as awards of
restricted stock or RSUs).
Vesting and Exercisability. Awards become vested and exercisable, as applicable, within such periods, or
upon such events, as determined by the administrator and as set forth in the related award agreement. Vesting may
be based on the passage of time in connection with services performed for us or upon achievement of performance
goals or other criteria. The maximum term of each option and SAR is ten years from the date of grant. As a matter of
practice, options have generally been subject to a four-year vesting period with a one-year period before any vesting
occurs and are currently granted with a maximum term of seven years from the date of grant. Options cease vesting
on the date of termination of service or the death or disability of the employee, and generally expire three months
after the termination of the employee’s service to Symantec or up to 12 months following the date of death or
disability. However, if an employee is terminated for cause, the option expires upon termination. SARs become
exercisable as they vest and are settled in cash or shares, as determined by the administrator, 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. RSUs are settled in cash or shares, depending
on the terms upon which they are granted, and only to the extent that they are vested. Shares subject to a restricted
stock award that are unvested remain subject to our right of repurchase.
Method of Exercise. The exercise price of options and the purchase price, if any, of other stock awards may
be paid by cash, check, broker assisted same-day sales or other methods permitted by the 2004 Plan, the
administrator and applicable law.
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 Symantec without consid-
eration or if there is a change in the corporate structure of Symantec, 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 the Board or our stockholders and subject to compliance with applicable
securities laws.
Stockholder Approval. Stockholder approval is required for certain types of amendments to the 2004 Plan.
Administration. The Compensation Committee administers the 2004 Plan except when the Board decides to
directly administer the 2004 Plan.
Section 162(m) Considerations. Section 162(m) of the Internal Revenue Code of 1986, as amended (the
“Code”) generally disallows a tax deduction to public companies for compensation in excess of $1 million paid to
the company’s Chief Executive Officer or any of the three other most highly compensated officers (excluding a
company’s chief financial officer). Certain performance-based compensation is specifically exempt from this
24