exv10w01






Exhibit 10.01




SYMANTEC CORPORATION

2004 EQUITY INCENTIVE PLAN




As Adopted by the Board on July 20, 2004

and as amended thereafter



     1. Purpose. The purpose of this Plan is to provide incentives to attract, retain and motivate
eligible persons whose present and potential contributions are important to the success of the
Company, its Parent, Subsidiaries and Affiliates, by offering them an opportunity to participate in
the Company’s future performance through awards of Options, Stock Appreciation Rights, Restricted
Stock Units, and Restricted Stock Awards. Capitalized terms not defined in the text are defined in
Section 25.



     2. Shares Subject to the Plan.



          2.1 Number of Shares Available. Subject to Sections 2.2 and 18, the total number of Shares
reserved and available for grant and issuance pursuant to this Plan will be one hundred and
sixty-three million (163,000,000) Shares plus up to forty-five million one hundred thousand
(45,100,000) shares subject to awards granted under the Company’s 1996 Equity Incentive Plan that
cancel, forfeit (e.g., upon the Participant’s Termination) or otherwise expire by their terms on or
following the adoption of this Plan.




          Any award other than an Option or a SAR shall reduce the number of Shares available for
issuance under this Plan by two Shares for every Share issued. Subject to Sections 2.2 and 18,
Shares that: (a) are subject to issuance upon exercise of an Option but cease to be subject to such
Option for any reason other than exercise of such Option; (b) are subject to an Award granted
hereunder but are forfeited or are repurchased by the Company at the original issue price; or (c)
are subject to an Award that otherwise terminates without Shares being issued will again be
available for grant and issuance in connection with future Awards under this Plan. The following
Shares may not again be made available for future grant and issuance as Awards under the Plan: (i)
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, (ii) Shares not issued or delivered as a
result of the net settlement of an outstanding Option or SAR or (iii) shares of the Company’s
Common Stock repurchased on the open market with the proceeds of an Option exercise price. At all
times the Company shall reserve and keep available a sufficient number of Shares as shall be
required to satisfy the requirements of all outstanding Awards granted under this Plan.




          2.2 Adjustment of Shares. In the event that the number of outstanding Shares is changed by a
stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination,
reclassification or similar change in the capital structure of the Company without consideration or
there is a change in the corporate structure (including, without limitation, a spin-off), then (a)
the number of Shares reserved for issuance under this Plan, (b) the Exercise Prices of and number
of Shares subject to outstanding Options, (c) the number of Shares that may be granted pursuant to
Section 3 below, 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 the stockholders of the Company and compliance with applicable
securities laws; provided, however, that fractions of a Share will not be issued but will be
rounded down to the nearest whole Share, and may be replaced by a cash payment equal to the Fair
Market Value of such fraction of a Share, as determined by the Committee.




     3. Eligibility. ISOs (as defined in Section 5 below) may be granted only to employees
(including officers and directors who are also employees) of the Company or of a Parent or
Subsidiary of the Company. All other Awards may be granted to employees, officers, directors,
consultants, independent contractors and advisors of the Company or any Parent, Subsidiary or
Affiliate of the Company; provided such consultants, contractors and advisors render bona fide
services not in connection with the offer and sale of securities in a capital-raising transaction.
No person will be eligible to receive more than 2,000,000 Shares in any calendar year under this
Plan, pursuant to the grant of Awards hereunder, of which no more than 400,000 Shares shall be
covered by Awards of Restricted Stock and Restricted Stock Units, other than new employees of the
Company or of a Parent or Subsidiary of the Company (including new employees who are also officers
and directors of the Company or any Parent or Subsidiary of the Company), who are eligible to
receive up to a maximum of 3,000,000 Shares in the calendar year in which they commence their
employment, of which no more than 600,000 Shares shall be covered by Awards of



 









 




Restricted Stock and
Restricted Stock Units. For purposes of these limits only, each Restricted Stock Unit settled in
Shares (but not those settled in cash), shall be deemed to cover one Share. A person may be
granted more than one Award under this Plan.




     4. Administration.



          4.1 Committee Authority. This Plan will be administered by the Committee or by the Board
acting as the Committee. Subject to the general purposes, terms and conditions of this Plan, and to
the direction of the Board, the Committee will have full power to implement and carry out this
Plan. Without limitation, the Committee will have the authority to:




               (a) construe and interpret this Plan, any Award Agreement and any other agreement or document
executed pursuant to this Plan;



               (b) prescribe, amend and rescind rules and regulations relating to this Plan or any Award;



               (c) select persons to receive Awards;



               (d) determine the form and terms of Awards;



               (e) determine the number of Shares or other consideration subject to Awards;



               (f) determine whether Awards will be granted singly, in combination with, in tandem with, in
replacement of, or as alternatives to, other Awards under this Plan or any other incentive or
compensation plan of the Company or any Parent, Subsidiary or Affiliate of the Company;



               (g) grant waivers of Plan or Award conditions;



               (h) determine the vesting, exercisability and payment of Awards;



               (i) correct any defect, supply any omission or reconcile any inconsistency in this Plan, any
Award or any Award Agreement;



               (j) amend any Award Agreements executed in connection with this Plan;



               (k) determine whether an Award has been earned; and



               (l) make all other determinations necessary or advisable for the administration of this Plan.



          4.2 Committee Discretion. Any determination made by the Committee with respect to any Award
will be made in its sole discretion at the time of grant of the Award or, unless in contravention
of any express term of this Plan or Award, at any later time, and such determination will be final
and binding on the Company and on all persons having an interest in any Award under this Plan. To
the extent permitted by applicable laws, the Committee may delegate to one or more officers of the
Company the authority to grant an Award under this Plan to Participants who are not Insiders of the
Company.




          4.3 Section 162(m), Rule 16b-3 and Stock Exchange Requirements. If two or more members of the
Board are Outside Directors, the Committee will be comprised of at least two (2) members of the
Board, at least two (2) of whom are Outside Directors. To the extent desirable to qualify
transactions hereunder as exempt under Rule 16b-3 promulgated under the Exchange Act (“Rule
16b-3”), Awards to officers and directors shall be made by the entire Board or a Committee of two
or more “non-employee directors” within the meaning of Rule 16b-3. In addition, the Plan will be
administered in a manner that complies with any applicable Nasdaq Global Select Market or stock
exchange listing requirements.





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     5. Options. The Committee may grant Options to eligible persons and will determine whether
such Options will be Incentive Stock Options within the meaning of the Code (“ISOs”) or
Nonqualified Stock Options (“NQSOs”), the number of Shares subject to the Option, the Exercise
Price of the Option (subject to Section 5.4 below), the circumstances upon and the period during
which the Option may be exercised, and all other terms and conditions of the Option, subject to the
following:




          5.1 Form of Option Grant. Each Option granted under this Plan will be evidenced by an Award
Agreement which will expressly identify the Option as an ISO or an NQSO (“Stock Option Agreement”),
and will be in such form and contain such provisions (which need not be the same for each
Participant) as the Committee may from time to time approve, and which will comply with and be
subject to the terms and conditions of this Plan. To the extent that any Option designated as an
ISO in the Award Agreement fails to qualify as such under applicable law, it shall be treated
instead as a NQSO.




          5.2 Date of Grant. The date of grant of an Option will be the date on which the Committee
makes the determination to grant such Option, unless a later date is otherwise specified by the
Committee at the time it acts to approve the grant. The Stock Option Agreement and a copy of this
Plan will be delivered to the Participant within a reasonable time after the granting of the
Option.




          5.3 Exercise Period. Options will be exercisable within the times or upon the events
determined by the Committee as set forth in the Stock Option Agreement governing such Option;
provided, however, that no Option will be exercisable after the expiration of ten (10) years from
the date the Option is granted; and provided further that no ISO granted to a person who directly
or by attribution owns more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or of any Parent or Subsidiary of the Company (“Ten Percent
Stockholder”) will be exercisable after the expiration of five (5) years from the date the ISO is
granted. The Committee also may provide for the exercise of Options to become exercisable at one
time or from time to time, periodically or otherwise (including, without limitation, the attainment
during a Performance Period of performance goals based on Performance Factors), in such number of
Shares or percentage of Shares as the Committee determines.




          5.4 Exercise Price. The Exercise Price of an Option will be determined by the Committee when
the Option is granted and may not be less than 100% of the Fair Market Value of the Shares on the
date of grant; provided that the Exercise Price of any ISO granted to a Ten Percent Stockholder
will not be less than 110% of the Fair Market Value of the Shares on the date of grant. Payment for
the Shares purchased may be made in accordance with Section 10 of this Plan.




          5.5 Method of Exercise. Options may be exercised only by delivery to the Company of a written
or electronic notice or agreement of stock option exercise (the “Exercise Agreement”) in a form
approved by the Committee (which need not be the same for each Participant), stating the number of
Shares being purchased, the restrictions imposed on the Shares purchased under such Exercise
Agreement, if any, and such representations and agreements regarding Participant’s investment
intent and access to information and other matters, if any, as may be required or desirable by the
Company to comply with applicable securities laws, together with payment in full of the Exercise
Price for the number of Shares being purchased and all applicable withholding taxes.




          5.6 Termination. Notwithstanding the exercise periods set forth in the Stock Option Agreement,
exercise of an Option will always be subject to the following:




               (a) If the Participant is Terminated for any reason except death or Disability, then the
Participant may exercise such Participant’s Options only to the extent that such Options are vested
and exercisable upon the Termination Date no later than three (3) months after the Termination Date
(or such shorter or longer time period not exceeding five (5) years as may be determined by the
Committee, with any exercise beyond three (3) months after the Termination Date deemed to be an
NQSO), but in any event, no later than the expiration date of the Options.



               (b) If the Participant is Terminated because of Participant’s death or Disability (or the
Participant dies within three (3) months after a Termination other than because of Participant’s
death or disability), then Participant’s Options may be exercised only to the extent that such
Options are vested and



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exercisable by Participant on the Termination Date and must be exercised by Participant (or
Participant’s legal representative or authorized assignee) no later than twelve (12) months after
the Termination Date (or such shorter or longer time period not exceeding five (5) years as may be
determined by the Committee, with any such exercise beyond (a) three (3) months after the
Termination Date when the Termination is for any reason other than the Participant’s death or
Disability, or (b) twelve (12) months after the Termination Date when the Termination is for
Participant’s death or Disability, deemed to be an NQSO), but in any event no later than the
expiration date of the Options.




          5.7 Limitations on Exercise. The Committee may specify a reasonable minimum number of Shares
that may be purchased on any exercise of an Option, provided that such minimum number will not
prevent Participant from exercising the Option for the full number of Shares for which it is then
exercisable.




          5.8 Limitations on ISOs. The aggregate Fair Market Value (determined as of the date of grant)
of Shares with respect to which ISOs are exercisable for the first time by a Participant during any
calendar year (under this Plan or under any other incentive stock option plan of the Company or any
Affiliate, Parent or Subsidiary of the Company) will not exceed $100,000. If the Fair Market Value
of Shares on the date of grant with respect to which ISOs are exercisable for the first time by a
Participant during any calendar year exceeds $100,000, then the Options for the first $100,000
worth of Shares to become exercisable in such calendar year will be ISOs and the Options for the
amount in excess of $100,000 that become exercisable in that calendar year will be NQSOs. In the
event that the Code or the regulations promulgated thereunder are amended after the Effective Date
of this Plan to provide for a different limit on the Fair Market Value of Shares permitted to be
subject to ISOs, such different limit will be automatically incorporated herein and will apply to
any Options granted after the effective date of such amendment.




          5.9 Modification, Extension or Renewal. The Committee may modify, extend or renew outstanding
Options and authorize the grant of new Options in substitution therefor, provided that (a) any such
action may not, without the written consent of a Participant, impair any of such Participant’s
rights under any Option previously granted; (b) any outstanding ISO that is modified, extended,
renewed or otherwise altered will be treated in accordance with Section 424(h) of the Code; and (c)
notwithstanding anything to the contrary elsewhere in the Plan, the Company is subject to Section
21.2 below with respect to any proposal to reprice outstanding Options.




          5.10 No Disqualification. Notwithstanding any other provision in this Plan, no term of this
Plan relating to ISOs will be interpreted, amended or altered, nor will any discretion or authority
granted under this Plan be exercised, so as to disqualify this Plan under Section 422 of the Code
or, without the consent of the Participant affected, to disqualify any ISO under Section 422 of the
Code.




     6. Non-Employee Director Equity Awards.



          6.1 Types of Awards. All Awards other than ISOs may be granted to non-employee directors
under this Plan. Awards granted pursuant to this Section 6 may be automatically made pursuant to a
policy adopted by the Board (as such policy may be amended from time to time by the Board) or made
from time to time as determined in the discretion of the Board, or, if the authority to grant
Awards to non-employee directors has been delegated by the Board, the Committee.




          6.2 Eligibility. Awards granted pursuant to this Section 6 shall be granted only to
non-employee directors. Any non-employee director, including without limitation any non-employee
director who is appointed as a member to the Board, will be eligible to receive an Award under this
Section 6.




          6.3 Vesting, Exercisability and Settlement. Except as set forth in Section 18, Awards granted
pursuant to Section 6 shall vest, become exercisable and be settled as determined by the Board or,
if the authority to make such determinations has been delegated by the Board, the Committee. With
respect to Options and SARs, the exercise price of such Award granted to non-employee directors
shall not be less than the Fair Market Value of the Shares at the time such Award is granted.







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     7. Restricted Stock Awards. A Restricted Stock Award is an offer by the Company to issue to an
eligible person Shares that are subject to restrictions. The Committee will determine to whom an
offer will be made, the number of Shares the person may be issued or purchase, the Purchase Price
(if any), the restrictions to which the Shares will be subject, and all other terms and conditions
of the Restricted Stock Award, subject to the following:



          7.1 Restricted Stock Agreement. All purchases under a Restricted Stock Award will be evidenced
by a written agreement (the “Restricted Stock Agreement”), which will be in substantially a form
(which need not be the same for each Participant) that the Committee shall from time to time
approve, and will comply with and be subject to the terms and conditions of the Plan. A
Participant can accept a Restricted Stock Award only by signing and delivering to the Company the
Restricted Stock Agreement, and full payment of the Purchase Price (if any) and all applicable
withholding taxes, at such time and on such terms as required by the Committee. If the Participant
does not accept the Restricted Stock Award at such time and on such terms as required by the
Committee, then the offer of the Restricted Stock Award will terminate, unless the Committee
determines otherwise.




          7.2 Purchase Price. The Purchase Price (if any) for a Restricted Stock Award will be
determined by the Committee, and may be less than Fair Market Value on the date the Restricted
Stock Award is granted. Payment of the Purchase Price must be made in accordance with Section 10
of this Plan and as permitted in the Restricted Stock Agreement, and in accordance with any
procedures established by the Company.




          7.3 Terms of Restricted Stock Awards. Restricted Stock Awards will be subject to all
restrictions, if any, that the Committee may impose. These restrictions may be based on completion
of a specified period of service with the Company and/or upon completion of the performance goals
as set out in advance in the Restricted Stock Agreement, which shall be in such form and contain
such provisions (which need not be the same for each Participant) as the Committee shall from time
to time approve, and which will comply with and be subject to the terms and conditions of this
Plan. Prior to the grant of a Restricted Stock Award, the Committee shall: (a) determine the
nature, length and starting date of any Performance Period for the Restricted Stock Award; (b)
select performance criteria, including if the Award is intended to qualify as “performance-based
compensation” under Code Section 162(m) from among the Performance Factors, to be used to measure
performance goals, if any; and (c) determine the number of Shares that may be awarded to the
Participant. For Restricted Stock Awards intended to comply with the requirements of Section
162(m) of the Code, the performance goals will be determined at a time when the achievement of the
performance goals remains substantially uncertain and shall otherwise be administered in a manner
that complies with the requirements under that statute. Performance Periods may overlap and a
Participant may participate simultaneously with respect to Restricted Stock Awards that are subject
to different Performance Periods and having different performance goals and other criteria.




          7.4 Termination During Vesting or Performance Period. Restricted Stock Awards shall cease to
vest immediately if a Participant is Terminated during the vesting period or Performance Period
applicable to the Award for any reason, unless the Committee determines otherwise, and any unvested
Shares subject to such Restricted Stock Awards shall be subject to the Company’s right to
repurchase such Shares or otherwise to any forfeiture condition applicable to the Award, as
described in Section 14 of this Plan, if and as set forth in the applicable Restricted Stock
Agreement.




     8. Restricted Stock Units. A Restricted Stock Unit (or RSU) is an award covering a number of
Shares that may be settled in cash, or by issuance of those Shares (which may consist of Restricted
Stock). A RSU may be awarded for past services already rendered to the Company, or any Affiliate,
Parent or Subsidiary of the Company pursuant to an Award Agreement (the “RSU Agreement”) that will
be in such form (which need not be the same for each Participant) as the Committee will from time
to time approve, and will comply with and be subject to the following:



          8.1 Terms of RSUs. RSUs may vary from Participant to Participant and between groups of
Participants, and may be based upon the achievement of the Company, Affiliate, Parent or Subsidiary
and/or individual performance factors or upon such other criteria as the Committee may determine.
The Committee will determine all terms of each RSU including, without limitation: the number of
Shares subject to each RSU, the time or times during which each RSU shall vest and the RSU be
settled, the consideration to be distributed on such settlement, and the effect on each RSU of its
holder’s Termination. A RSU may be awarded upon satisfaction of such performance goals as are set
out in advance in the Participant’s individual Award Agreement (the






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“Performance RSU Agreement”) that will be in such form (which need not be the same for each
Participant) as the Committee will from time to time approve, and will comply with and be subject
to the terms and conditions of this Plan. If the RSU is being earned upon the satisfaction of
performance goals pursuant to a Performance RSU Agreement, then the Committee will: (a) determine
the nature, length and starting date of any Performance Period for each RSU; (b) select performance
criteria, including if the Award is intended to qualify as “performance-based compensation” under
Code Section 162(m) from among the Performance Factors, to be used to measure performance goals, if
any; and (c) determine the number of Shares deemed subject to the RSU. For RSUs intended to comply
with the requirements of Section 162(m) of the Code, the performance goals will be determined at a
time when the achievement of the performance goals remains substantially uncertain and shall
otherwise be administered in a manner that complies with the requirements under that statute.
Prior to settlement of any RSU earned upon the satisfaction of performance goals pursuant to a
Performance RSU Agreement, the Committee shall determine the extent to which such RSU has been
earned. Performance Periods may overlap and Participants may participate simultaneously with
respect to RSUs that are subject to different Performance Periods and different performance goals
and other criteria. The number of Shares may be fixed or may vary in accordance with such
performance goals and criteria as may be determined by the Committee. The Committee may adjust the
performance goals applicable to the RSUs to take into account changes in law and accounting or tax
rules and to make such adjustments as the Committee deems necessary or appropriate to reflect the
impact of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships.




          8.2 Form and Timing of Exercise. The portion of a RSU being settled may be paid currently or
on a deferred basis with such interest or dividend equivalent, if any, as the Committee may
determine. Payment may be made in the form of cash or whole Shares or a combination thereof, either
in a lump sum payment or in installments, all as the Committee will determine.




     9. Stock Appreciation Rights. A Stock Appreciation Right (or SAR) is an award that may be
exercised for cash or Shares (which may consist of Restricted Stock), having a value equal to the
value determined by multiplying the difference between the Fair Market Value on the date of
settlement over the Exercise Price and the number of Shares with respect to which the SAR is being
settled. A SAR may be awarded for past services already rendered to the Company, or any Parent or
Subsidiary of the Company pursuant to an Award Agreement (the “SAR Agreement”) that will be in such
form (which need not be the same for each Participant) as the Committee will from time to time
approve, and will comply with and be subject to the following:



          9.1 Terms of SARs. SARs may vary from Participant to Participant and between groups of
Participants, and may be based upon the achievement of the Company, Parent or Subsidiary and/or
individual performance factors or upon such other criteria as the Committee may determine. The
Committee will determine all terms of each SAR including, without limitation: the number of Shares
deemed subject to each SAR, the time or times during which each SAR may be settled, the
consideration to be distributed on settlement, and the effect on each SAR of its holder’s
Termination. The Exercise Price of a SAR will be determined by the Committee when the SAR is
granted and may not be less than 100% of the Fair Market Value of the Shares on the date of grant.
A SAR may be awarded upon satisfaction of such performance goals as are set out in advance in the
Participant’s individual Award Agreement (the “Performance SAR Agreement”) that will be in such
form (which need not be the same for each Participant) as the Committee will from time to time
approve, and will comply with and be subject to the terms and conditions of this Plan. If the SAR
is being earned upon the satisfaction of performance goals pursuant to a Performance SAR Agreement,
then the Committee will: (a) determine the nature, length and starting date of any Performance
Period for each SAR; (b) select performance criteria, including if the Award is intended to qualify
as “performance-based compensation” under Code Section 162(m) from among the Performance Factors,
to be used to measure performance goals, if any; and (c) determine the number of Shares deemed
subject to the SAR. Prior to exercise of any SAR earned upon the satisfaction of performance goals
pursuant to a Performance SAR Agreement, the Committee shall determine the extent to which such SAR
has been earned. Performance Periods may overlap and Participants may participate simultaneously
with respect to SARs that are subject to different Performance Periods and different performance
goals and other criteria. The number of Shares may be fixed or may vary in accordance with such
performance goals and criteria as may be determined by the Committee. The Committee may adjust the
performance goals applicable to the SARs to take into account changes in law and accounting or tax
rules and to make such adjustments as the Committee deems necessary or appropriate to reflect the
impact of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships.
Notwithstanding anything to the contrary elsewhere in the Plan, the Company is subject to Section
21.2 below with respect to any proposal to






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reprice outstanding SARs. The term of a SAR shall be ten (10) years from the date the SAR is
awarded or such shorter term as may be provided in the Award Agreement.




          9.2 Form and Timing of Settlement. The portion of a SAR being settled may be paid currently or
on a deferred basis with such interest or dividend equivalent, if any, as the Committee may
determine. Payment may be made in the form of cash or whole Shares or a combination thereof, either
in a lump sum payment or in installments, all as the Committee will determine.




     10. Payment for Share Purchases. Payment for Shares purchased pursuant to this Plan may be
made in cash, by check or by wire transfer or, where expressly approved for the Participant by the
Committee and where permitted by law:



          (a) by cancellation of indebtedness of the Company to the Participant;




          (b) by surrender of shares that either: (1) have been owned by Participant for more than six
(6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were
purchased from the Company by use of a promissory note, such note has been fully paid with respect
to such shares); or (2) were obtained by Participant in the public market;




          (c) cashless “net exercise” arrangement pursuant to which the Company will reduce the number
of Shares issued upon exercise by the largest whole number of Shares having an aggregate Fair
Market Value that does not exceed the aggregate exercise price; provided that the Company shall
accept a cash or other payment from the Participant to the extent of any remaining balance of the
exercise price not satisfied by such reduction in the number of whole Shares to be issued;




          (d) by waiver of compensation due or accrued to the Participant for services rendered;




          (e) with respect only to purchases upon exercise of an Option, and provided that a public
market for the Company’s stock exists, through a “same day sale” commitment from the Participant
and a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA
Dealer”) whereby the Participant irrevocably elects to exercise the Option and to sell a portion of
the Shares so purchased to pay for the Exercise Price and any applicable withholding obligations,
and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the
Exercise Price directly to the Company;




          (f) by such other consideration and method of payment as permitted by the Committee and
applicable law; or




          (g) by any combination of the foregoing.




     11. Withholding Taxes.



          11.1 Withholding Generally. It shall be a condition to the grant of an Award under this Plan
that the Participant satisfy any tax withholding or similar obligations applicable to the Award
that may be legally imposed upon the Participant. Whenever Awards are to be granted or Shares are
to be issued in satisfaction of Awards granted under this Plan, the Participant shall make such
arrangements as the Company may require to remit to the Company an amount sufficient to satisfy
federal, state, local, or foreign withholding tax requirements prior to the delivery of any Award
Agreement or certificate or certificates for Award Shares. Whenever, under this Plan, payments in
satisfaction of Awards are to be made in cash, such payment will be net of an amount sufficient to
satisfy federal, state, and local withholding tax requirements.




          11.2 Stock Withholding. When, under applicable tax laws, a Participant incurs tax liability in
connection with the grant, exercise or vesting of any Award that is subject to tax withholding and
the Participant is obligated to pay the Company the amount required to be withheld, the Committee
may allow the Participant to satisfy the minimum withholding tax obligation by electing to have the
Company withhold from the Shares to be issued that number of Shares having a Fair Market Value
equal to the minimum amount required to be withheld,






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determined on the date that the amount of tax to be withheld is to be determined (the “Tax
Date”). All elections by a Participant to have Shares withheld for this purpose will be made in
writing in a form and during a period acceptable to the Committee.




     12. Privileges of Stock Ownership; Voting and Dividends. Except to the extent that the
Committee grants an RSU that entitles the Participant to credit for dividends paid on Award Shares
prior to the date such Shares are issued to the Participant (as reflected in the RSU Agreement), no
Participant will have any of the rights of a stockholder with respect to any Shares until the
Shares are issued to the Participant. After Shares are issued to the Participant, the Participant
will be a stockholder and have all the rights of a stockholder with respect to such Shares,
including the right to vote and receive all dividends or other distributions made or paid with
respect to such Shares; provided, that if such Shares are restricted stock, then any new,
additional or different securities the Participant may become entitled to receive with respect to
such Shares by virtue of a stock dividend, stock split or any other change in the corporate or
capital structure of the Company will be subject to the same restrictions as the restricted stock;
provided, further, that the Participant will have no right to retain such stock dividends or stock
distributions with respect to Shares that are repurchased at the Participant’s original Purchase
Price or otherwise forfeited to the Company.



     13. Transferability. Awards granted under this Plan, and any interest therein, will not be
transferable or assignable by Participant, and may not be made subject to execution, attachment or
similar process, otherwise than by will or by the laws of descent and distribution or as consistent
with the specific Plan and Award Agreement provisions relating thereto. All Awards shall be
exercisable: (i) during the Participant’s lifetime, only by (A) the Participant, or (B) the
Participant’s guardian or legal representative; and (ii) after Participant’s death, by the legal
representative of the Participant’s heirs or legatees.



     14. Restrictions on Shares. At the discretion of the Committee, the Company may reserve to
itself and/or its assignee(s) in the Award Agreement a right to repurchase a portion of or all
Shares that are not vested held by a Participant following such Participant’s Termination at any
time specified after the Participant’s Termination Date, for cash and/or cancellation of purchase
money indebtedness, at the Participant’s original Exercise Price or Purchase Price, as the case may
be. Alternatively, at the discretion of the Committee, Award Shares issued to the Participant for
which the Participant did not pay any Exercise or Purchase Price may be forfeited to the Company on
such terms and conditions as may be specified in the Award Agreement. All certificates for Shares
or other securities delivered under this Plan will be subject to such stock transfer orders,
legends and other restrictions as the Committee may deem necessary or advisable, including
restrictions under any applicable federal, state or foreign securities law, or any rules,
regulations and other requirements of the SEC or any stock exchange or automated quotation system
upon which the Shares may be listed or quoted.



     15. Escrow; Pledge of Shares. To enforce any restrictions on a Participant’s Shares, the
Committee may require the Participant to deposit all certificates representing Shares, together
with stock powers or other instruments of transfer approved by the Committee, appropriately
endorsed in blank, with the Company or an agent designated by the Company to hold in escrow until
such restrictions have lapsed or terminated, and the Committee may cause a legend or legends
referencing such restrictions to be placed on the certificates.



     16. Exchange and Buyout of Awards. The Committee may, at any time or from time to time,
authorize the Company, with the consent of the respective Participants, to issue new Awards in
exchange for the surrender and cancellation of any or all outstanding Awards. This Section shall
not be construed to defeat the requirements of Section 21.2 with respect to any proposed repricing
of Options or SARs.



     17. Securities Law and Other Regulatory Compliance. An Award will not be effective unless such
Award is in compliance with all applicable federal and state securities laws, rules and regulations
of any governmental body, and the requirements of any stock exchange or automated quotation system
upon which the Shares may then be listed or quoted, as they are in effect on the date of grant of
the Award and also on the date of exercise or other issuance. Notwithstanding any other provision
in this Plan, the Company will have no obligation, and no liability for failure, to issue Shares or
deliver certificates for Shares under this Plan prior to: (a) obtaining any approvals from
governmental agencies that the Company determines are necessary or advisable; and/or (b) completion
of any registration or other qualification of such Shares under any state or federal law or ruling
of any governmental body that the Company determines to be necessary or advisable. The Company will
be under no



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obligation to register the Shares with the SEC or to effect compliance with the registration,
qualification or listing requirements of any state securities laws, stock exchange or automated
quotation system, and the Company will have no liability for any inability or failure to do so.




     18. Corporate Transactions.



          18.1 Assumption or Replacement of Awards by Successor. In the event of (a) a dissolution or
liquidation of the Company, (b) a merger or consolidation in which the Company is not the surviving
corporation (other than a merger or consolidation with a wholly-owned subsidiary, a reincorporation
of the Company in a different jurisdiction, or other transaction in which there is no substantial
change in the stockholders of the Company or their relative stock holdings and the Awards granted
under this Plan are assumed, converted or replaced by the successor corporation, which assumption
will be binding on all Participants), (c) a merger in which the Company is the surviving
corporation but after which the stockholders of the Company (other than any stockholder which
merges (or which owns or controls another corporation which merges) with the Company in such
merger) cease to own their shares or other equity interests in the Company, (d) the sale of
substantially all of the assets of the Company, or (e) any other transaction which qualifies as a
“corporate transaction” under Section 424(a) of the Code wherein the stockholders of the Company
give up all of their equity interest in the Company (except for the acquisition, sale or transfer
of all or substantially all of the outstanding shares of the Company from or by the stockholders of
the Company), any or all outstanding Awards may be assumed, converted or replaced by the successor
corporation (if any), which assumption, conversion or replacement will be binding on all
Participants, or the successor corporation may substitute equivalent awards or provide
substantially similar consideration to Participants as was provided to stockholders (after taking
into account the existing provisions of the Awards); provided that[, unless otherwise determined by
the Board,] all Awards granted pursuant to Section 6 shall accelerate and be fully vested upon such
merger, consolidation or corporate transaction. In the event such successor corporation (if any)
fails to assume or substitute Awards pursuant to a transaction described in this Subsection 18.1,
all such Awards will expire on such transaction at such time and on such conditions as the Board
shall determine.




          18.2 Other Treatment of Awards. Subject to any greater rights granted to Participants under
the foregoing provisions of this Section 18, in the event of the occurrence of any transaction
described in Section 18.1, any outstanding Awards will be treated as provided in the applicable
agreement or plan of merger, consolidation, dissolution, liquidation, sale of assets or other
“corporate transaction.”




          18.3 Assumption of Awards by the Company. The Company, from time to time, also may substitute
or assume outstanding awards granted by another company, whether in connection with an acquisition
of such other company or otherwise, by either; (a) granting an Award under this Plan in
substitution of such other company’s award; or (b) assuming such award as if it had been granted
under this Plan if the terms of such assumed award could be applied to an Award granted under this
Plan. Such substitution or assumption will be permissible if the holder of the substituted or
assumed award would have been eligible to be granted an Award under this Plan if the other company
had applied the rules of this Plan to such grant. In the event the Company assumes an award granted
by another company, the terms and conditions of such award will remain unchanged (except that the
exercise price and the number and nature of Shares issuable upon exercise of any such option will
be adjusted appropriately pursuant to Section 424(a) of the Code). In the event the Company elects
to grant a new Option rather than assuming an existing option, such new Option may be granted with
a similarly adjusted Exercise Price.




     19. No Obligation to Employ; Accelerated Expiration of Award for Harmful Act. Nothing in this
Plan or any Award granted under this Plan will confer or be deemed to confer on any Participant any
right to continue in the employ of, or to continue any other relationship with, the Company or any
Parent, Subsidiary or Affiliate of the Company or limit in any way the right of the Company or any
Parent, Subsidiary or Affiliate of the Company to terminate Participant’s employment or other
relationship at any time, with or without cause. Notwithstanding anything to the contrary herein,
if a Participant is Terminated because of such Participant’s actual or alleged commitment of a
criminal act or an intentional tort and the Company (or an employee of the Company) is the victim
or object of such criminal act or intentional tort or such criminal act or intentional tort
results, in the reasonable opinion of the Company, in liability, loss, damage or injury to the
Company, then, at the Company’s election, Participant’s Awards shall not be exercisable or
settleable and shall terminate and expire upon the Participant’s Termination Date. Termination by
the Company based on a Participant’s alleged commitment of a criminal act or an intentional tort
shall be based on a reasonable investigation of the facts and a determination by the Company that a



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preponderance of the evidence discovered in such investigation indicates that such Participant
is guilty of such criminal act or intentional tort.




     20. Compliance with Section 409A. Notwithstanding anything to the contrary contained herein,
to the extent that the Committee determines that any Award granted under the Plan is subject to
Code Section 409A and unless otherwise specified in the applicable Award Agreement, the Award
Agreement evidencing such Award shall incorporate the terms and conditions necessary for such Award
to avoid the consequences described in Code Section 409A(a)(1), and to the maximum extent permitted
under applicable law (and unless otherwise stated in the applicable Award Agreement), the Plan and
the Award Agreements shall be interpreted in a manner that results in their conforming to the
requirements of Code Section 409A(a)(2), (3) and (4) and any Department of Treasury or Internal
Revenue Service regulations or other interpretive guidance issued under Section 409A (whenever
issued, the “Guidance”). Notwithstanding anything to the contrary in this Plan (and unless the
Award Agreement provides otherwise, with specific reference to this sentence), to the extent that a
Participant holding an Award that constitutes “deferred compensation” under Section 409A and the
Guidance is a “specified employee” at the time of his or her “separation from service” (as each is
defined under Section 409A and applicable Guidance), no distribution or payment of any amount shall
be made before a date that is six (6) months following the date of such Participant’s separation
from service or, if earlier, the date of the Participant’s death within such six (6) month period.



     21. Certain Stockholder Approval Matters.



          21.1 Plan Effectiveness; Increasing Plan Shares. This Plan became effective on July 20, 2004
(the “Effective Date”). Any amendment to this Plan increasing the number of Shares available for
issuance hereunder shall be approved by the stockholders of the Company, consistent with applicable
laws, within twelve (12) months before or after the effective date of such amendment (“Amendment
Effective Date”). Upon the Amendment Effective Date, the Board may grant Awards covering such
additional Shares pursuant to this Plan; provided, however, that: (a) no Option granted pursuant to
such increase in the number of Shares subject to this Plan approved by the Board may be exercised
prior to the time such increase has been approved by the stockholders of the Company; and (b) in
the event that stockholder approval of any such amendment increasing the number of Shares subject
to this Plan is not obtained, all Awards covering such additional Shares granted hereunder will be
canceled, any Shares issued pursuant to any Award will be canceled, and any purchase of Shares
hereunder will be rescinded.




          21.2 Repricing Matters. Except in connection with a corporate transaction involving the
Company (including without limitation any stock dividend, recapitalization, stock split, reverse
stock split, subdivision, combination, reclassification, reorganization, merger, consolidation,
split-up, spin-off or exchange of shares), the terms of outstanding Awards may not without
stockholder approval be amended to reduce the exercise price of outstanding Options or SARs, or to
cancel outstanding Options or SARs in exchange either for (a) cash, or (b) new Options, SARS or
other Awards with an exercise price that is less than the exercise price of the original
(cancelled) Options or SARs.




     22. Term of Plan. Unless earlier terminated as provided herein, this Plan will terminate on
July 20, 2014.



     23. Amendment or Termination of Plan. The Board may at any time terminate or amend this Plan
in any respect, including without limitation amendment of Section 6 of this Plan; provided,
however, that the Board will not, without the approval of the stockholders of the Company, amend
this Plan to increase the number of shares that may be issued under this Plan, change the
designation of employees or class of employees eligible for participation in this Plan, take any
action in conflict with Section 21.2 above, or otherwise materially modify a provision of the Plan
if such modification requires stockholder approval under the applicable rules and regulations of
the Nasdaq Market.



     24. Nonexclusivity of the Plan. Neither the adoption of this Plan by the Board, the submission
of this Plan to the stockholders of the Company for approval, nor any provision of this Plan will
be construed as creating any limitations on the power of the Board to adopt such additional
compensation arrangements as it may deem desirable, including, without limitation, the granting of
stock options and bonuses otherwise than under this Plan, and such arrangements may be either
generally applicable or applicable only in specific cases.



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     25. Definitions. As used in this Plan, the following terms will have the following meanings:



     “Affiliate” means any corporation that directly, or indirectly through one or more
intermediaries, controls or is controlled by, or is under common control with, another corporation,
where “control” (including the terms “controlled by” and “under common control with”) means the
possession, direct or indirect, of the power to cause the direction of the management and policies
of the corporation, whether through the ownership of voting securities, by contract or otherwise.



     “Award” means any award under this Plan, including any Option, Stock Appreciation Right,
Restricted Stock Unit, or Restricted Stock Award.



     “Award Agreement” means, with respect to each Award, the signed written agreement between the
Company and the Participant setting forth the terms and conditions of the Award.



     “Board” means the Board of Directors of the Company.



     “Code” means the Internal Revenue Code of 1986, as amended.



     “Committee” means the committee appointed by the Board to administer this Plan, or if no such
committee is appointed, the Board.



     “Company” means Symantec Corporation, a corporation organized under the laws of the State of
Delaware, or any successor corporation.



     “Disability” means a disability, whether temporary or permanent, partial or total, within the
meaning of Section 22(e)(3) of the Code, as determined by the Committee.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Exercise Price” means the price at which a holder of an Option may purchase the Shares
issuable upon exercise of the Option, and in the case of a Stock Appreciation Right the value
specified on the date of grant that is subtracted from the Fair Market Value when such Stock
Appreciation Right is settled.



     “Fair Market Value” means, as of any date, the value of a share of the Company’s Common Stock
determined as follows:



     (a) if such Common Stock is then quoted on the Nasdaq Global Select Market, the Nasdaq Global
Market or the Nasdaq Capital Market (collectively, the “Nasdaq Market”), its closing price on the
Nasdaq Market on the date of determination as reported in The Wall Street Journal;



     (b) if such Common Stock is publicly traded and is then listed on a national securities
exchange, its closing price on the date of determination on the principal national securities
exchange on which the Common Stock is listed or admitted to trading as reported in The Wall Street
Journal;



     (c) if such Common Stock is publicly traded but is not quoted on the Nasdaq Market nor listed
or admitted to trading on a national securities exchange, the average of the closing bid and asked
prices on the date of determination as reported in The Wall Street Journal; or



     (d) if none of the foregoing is applicable, by the Committee in good faith.



     “Insider” means an officer or director of the Company or any other person whose transactions
in the Company’s Common Stock are subject to Section 16 of the Exchange Act.



     “Outside Director” shall mean a person who satisfies the requirements of an “outside director”
as set forth in regulations promulgated under Section 162(m) of the Code.



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     “Option” means an award of an option to purchase Shares pursuant to Section 5.



     “Parent” means any corporation (other than the Company) in an unbroken chain of corporations
ending with the Company, if at the time of the granting of an Award under this Plan, each of such
corporations other than the Company owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.



     “Participant” means a person who receives an Award under this Plan.



     “Performance Factors” means the factors selected by the Committee from among the following
measures to determine whether the performance goals established by the Committee and applicable to
Awards have been satisfied:



     (1) Net revenue and/or net revenue growth;



     (2) Earnings before income taxes and amortization and/or earnings before income taxes and
amortization growth;



     (3) Operating income and/or operating income growth;



     (4) Net income and/or net income growth;



     (5) Earnings per share and/or earnings per share growth;



     (6) Total stockholder return and/or total stockholder return growth;



     (7) Return on equity;



     (8) Operating cash flow return on income;



     (9) Adjusted operating cash flow return on income;



     (10) Economic value added; and



     (11) Individual business goals or criteria that can be objectively specified in a manner that
complies with Section 162(m).



     “Performance Period” means the period of service determined by the Committee, not to exceed
five years, during which years of service or performance is to be measured for Restricted Stock
Awards.



     “Plan” means this Symantec Corporation 2004 Equity Incentive Plan, as amended from time to
time.



     “Purchase Price” means the price to be paid for Shares acquired under this Plan pursuant to an
Award other than an Option.



     “Restricted Stock Award” means an award of Shares pursuant to Section 7.



     “Restricted Stock Unit” or “RSU” means an award of Shares pursuant to Section 8.



     “Securities Act” means the Securities Act of 1933, as amended.



     “Shares” means shares of the Company’s Common Stock reserved for issuance under this Plan, as
adjusted pursuant to Sections 2 and 18, and any successor security.



     “Stock Appreciation Right” or “SAR” means an Award, granted pursuant to Section 9.



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     “Subsidiary” means any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company if, at the time of granting of the Award, each of the
corporations other than the last corporation in the unbroken chain owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one of the other corporations in
such chain.



     “Termination” or “Terminated” means, for purposes of this Plan with respect to a Participant,
that the Participant has for any reason ceased to provide services as an employee, director,
consultant, independent contractor or advisor to the Company or a Parent, Subsidiary or Affiliate
of the Company, except in the case of sick leave, military leave, or any other leave of absence
approved by the Committee, provided that such leave is for a period of not more than ninety (90)
days, or reinstatement upon the expiration of such leave is guaranteed by contract or statute. The
Committee will have sole discretion to determine whether a Participant has ceased to provide
services and the effective date on which the Participant ceased to provide services (the
“Termination Date”).




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