Symantec 2016 Annual Report Download - page 38

Shares Not Returned to the Plan. Shares that are withheld to pay the exercise or purchase price of an award
or to satisfy any tax withholding obligations in connection with an award, shares that are not issued or delivered
as a result of the net settlement of an outstanding option or SAR and shares that are repurchased on the open
market with the proceeds of an option exercise price will not be available again for grant and issuance under the
2013 Plan.
Reduction of Shares. For purposes of determining the number of shares available for grant under the 2013
Plan, any equity award (i.e., an option, SAR, award of restricted stock or RSUs) will reduce the number of shares
available for issuance by one share.
Per-Share Exercise Price. The per-share exercise price of stock options and SARs granted under the 2013
Plan must equal at least the fair market value of a share of our common stock on the grant date of the option.
No Repricing. The exercise price of an option or SAR may not be reduced (repriced) without first obtaining
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 2013 Plan, 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 with us.
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 per-
formance 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 gen-
erally 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.
Minimum Vesting. Under the 2013 Plan as proposed to be amended, no stock option or SAR award will be
granted, beginning on the date of the 2016 annual meeting (if this Proposal No. 3 is approved), that vests (or, if
applicable, is exercisable) until at least 12 months following the date of grant of the award; provided, however,
that up to 5% of the shares authorized for issuance under the 2013 Plan as proposed to be amended may be
subject to stock options and SAR awards granted on or after the date of the 2016 annual meeting (if this
Proposal No. 3 is approved) which do not meet such vesting (and, if applicable, exercisability) requirements.
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 2013 Plan, the admin-
istrator and applicable law.
Adjustment of Shares. In the event of a stock dividend, recapitalization, stock split, reverse stock split, sub-
division, 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 and future grant under the 2013 Plan, (b) the limits on the number of shares that may be issued to partic-
ipants in a calendar year, (c) the exercise price and number of shares subject to outstanding options and SARs
(d) the maximum number of shares that may be issued as incentive stock options, (e) the maximum number of
shares that may be issued to non-employee directors in a fiscal year 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 secu-
rities laws.
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