exv10w01






Exhibit 10.01




AMENDMENT TO THE 

SYMANTEC EXECUTIVE RETENTION PLAN




     The 2001 Symantec Executive Retention Plan, as modified in July 2002, April 2006 and June 2007
(the “Plan”), is hereby amended effective January 1, 2009 to comply with Section 409A of the
Internal Revenue Code of 1986, as amended, and any regulations or guidance issued thereunder
(“Section 409A”).




	 	1.	 	Section 1 of the Plan is amended by adding the following sentence immediately at the
end thereof:






	 	 	 	“Notwithstanding the foregoing, the acceleration of vesting (and, if
applicable, the exercisability of Equity Compensation Awards granted by the
Company to such Designated Executive) described hereunder shall only occur
in the event that such acceleration would not result in the Designated
Beneficiary becoming subject to interest or additional taxes under Section
409A (a)(1)(B) of the Code (as defined in Section 3). “






	 	2.	 	Section 8 of the Plan is amended to add the following new sentence immediately at the end
thereof:






	 	 	 	“If the Plan is subject to Code Section 409A, any termination of the Plan by
the Company pursuant to this Section 8 shall be subject to, and in
accordance with, the applicable requirements and limitations of Treas. Reg.
§1.409A-3 (j)(4)(ix).”






	 	3.	 	The following new Sections 9 and 10 are added to the Plan, immediately at the end thereof:






	 	 	 	“9. Six-Month Delay.






	 	 	 	To the extent that (i) any payments to which the Designated Beneficiary
becomes entitled under this Plan in connection with a separation from
service constitute nonqualified deferred compensation subject to Code
Section 409A, and (ii) the Designated Beneficiary is deemed at the time of
the separation from service to be a specified employee (as such term is
defined in Treas. Reg. § 1.409A-1(i)), then such payment or payments shall
not be made or commence until the earlier of (A) the expiration of the
six-month period measured from the date of the Designated Beneficiary’s
separation from service with the Company, or (B) the Designated
Beneficiary’s date of death following such separation from service;
provided, however, that such delay shall only be effected to the extent
required to avoid adverse tax treatment to the Designated Beneficiary,
including (without limitation) the additional twenty percent (20%) tax for
which the Designated Beneficiary would otherwise be liable




 









 






	 	 	 	under Section
409A(a)(l)(B) in the absence of such delay. Upon the expiration of the
applicable delay period, any payments which would have otherwise been made
during that period in the absence of this paragraph shall be paid to the
Designated Beneficiary or his or her beneficiary.
	 
	 	10.	 	Interpretation and Construction
	 
	 	 	 	The provisions of this Plan are intended to comply with the provisions of
Code Section 409A. If any provision of this Plan is subject to more than
one interpretation or construction, such ambiguity shall be resolved in
favor of that interpretation or construction which is consistent with such
provisions not being subject to the provisions of Section 409A.”





     Except to the extent modified herein, the terms and conditions of the Plan remain in full
force and effect.



SYMANTEC CORPORATION




	 	 	 	 	 	 	 
	By:
	 	/s/ Rebecca Ranninger
	 	 
	 

	 	 	 	 	 	 
	

	 	Title:  Executive Vice
President Human Resources
	 	 
	 

	 	 	 	 	 	 
	

	 	Date:  12.10.09 		 	 	 
	 

	 	 	 	 	 	 





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