exv10w03






Exhibit 10.3





FY09 Long Term Incentive Plan

(LTIP)



This Long Term Incentive Plan (“LTIP”) of Symantec Corporation (“Symantec” or the “Company”) is
effective as of April 1, 2008. The Board of Directors reserves the right to alter or cancel all or
any portion of the LTIP for any reason at any time




	 	 	 
	Symantec Corporation

	 	Proprietary and Confidential






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FY09 Long Term Incentive Plan




	 	 	 
	Purpose:

	 	Provide critical focus on specific, measurable corporate goals and provide
performance-based compensation based upon the level of attainment of such goals and ensure
retention of key executives of the Company.
	 
	 	 
	Amount:

	 	LTIP target cash payments (“LTIP Payments”) will be determined and approved by the
Compensation Committee of the Company’s Board of Directors (the “Committee”), with input from
the CEO and Chairman of the Board. LTIP Payments will be determined and paid based on the
actual achievement of the performance metrics set forth below against the target performance
metrics under the LTIP through the Company’s fiscal year ending March 31, 2009 in which Target
LTIP Awards are granted under this LTIP (the “(Performance Period”). LTIP Payments will be
subject to applicable payroll taxes and withholdings.
	 
	 	 
	Eligibility:

	 	Participants shall be at levels of senior vice president or above, and shall be
recommended for eligibility by the CEO and the Chairman of the Board and approved by the
Committee prior to the end of the Performance Period (individually, a “Participant” and,
collectively, the “Participants”). Participants must be in an eligible position for at least
60 days before the end of the Performance Period. Employees hired or promoted into an
eligible position with less than 60 days remaining in the Performance Period will not be
eligible for an LTIP Payment. The calculation of the LTIP Payment for a Participant that
becomes eligible during the Performance Period will be pro-rated based on the number of days
the Participant is in an eligible position during the Performance Period.
	 
	 	 
	Payment timing:

	 	The long-term incentive will be measured at the end of the Performance Period and
paid following the last day of the second (2nd) fiscal year following the end of
the Performance Period (the “Payment Date”). Any payment due under this LTIP is at the sole
discretion of the Committee. A Participant must be a regular status employee of the Company
on the Payment Date. A Participant who terminates his or her employment with the Company
before the Payment Date will not be eligible to receive the LTIP Payment or any prorated
portion thereof except as set forth below.
	 
	 	 
	Performance metric:

	 	The Company’s Operating Cash Flow achievement for the Performance Period
against target Operating Cash Flow for the Performance Period will be used to determine the
eligibility for an LTIP Payment. “Operating Cash Flow” is determined based on the Company’s
budgeted cash flow and is equal to the operating cash flow that is communicated to public
investors via filings with the Securities and Exchange Commission.
	 
	 	 
	Achievement Schedule:

	 	A 100% LTIP Payment will be paid to the Participant if 100% of budgeted
Operating Cash Flow is attained with respect to the Performance Period (the “Target LTIP
Award”). The Target LTIP Awards shall be set forth on a schedule approved by the Committee
within 90 days of the beginning of the Performance Period. A Participant is eligible for 25% of the Target LTIP Award if at least 85% of budgeted Operating Cash Flow is attained with
respect to the Performance Period and for 200% of the Target LTIP Award if at least 120% of
budgeted Operating Cash Flow is attained with respect to the Performance Period. Achievement
of budgeted Operating Cash Flow between 85% and 200% will be prorated. Achievement of
budgeted Operating Cash Flow shall be certified by the Committee (“Certification”) following
the end of the Performance Period and prior to the Payment Date.






	 	 	 
	Symantec Corporation

	 	Proprietary and Confidential






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	Death and Disability:

	 	If a Participant dies or terminates employment as a result of a permanent
and total disability after the last day of the Performance Period, the Participant shall be
entitled to payment of the LTIP Payment otherwise payable to the Participant on the Payment
Date, prorated based on the number of full calendar months that Participant has been employed
by the Company between the first (1st) day of the Performance Period and the
termination event as soon as practicable following the later of Certification or the
Participant’s death or permanent and total disability.
	 
	 	 
	Leave of Absence:

	 	In the event a Participant takes a leave of absence from the Company after the
end of the Performance Period and prior to the Payment Date, the type of leave and time away
from the Company may be taken into consideration for a prorated LTIP Payment at the discretion
of the Committee.
	 
	 	 
	Exchange Rates:

	 	Neither LTIP Payments nor Operating Cash Flow will be adjusted for any fluctuating
currency exchange rates.
	 
	 	 
	Adjustments:

	 	In the event of an accretive event, such as a stock buyback, or other events that
might
have an effect on the Operating Cash Flow, such as acquisition or purchase of
products or technology, the Committee may at its discretion adjust the Operating
Cash Flow to reflect the potential impact upon the Company’s financial performance
consistent with generally accepted accounting principals and Accounting Principles
Board Opinion No. 30.
	 
	 	 
	Change of Control:

	 	In the event of a Change of Control of the Company (as defined in the Company’s
2004 Equity Incentive Plan) (i) all unpaid LTIP Payments for the Performance Period (where the
Performance Period has been completed and Certification has occurred prior to the Change of
Control) and (ii) all Target LTIP Awards for the Performance Period (where the Performance
Period has not been completed and Certification has not occurred prior to the Change of
Control) whether or not 100% budgeted Operating Cash Flow has been attained for such
Performance Period, shall be paid in full on the Change of Control.
	 
	 	 
	LTIP Provisions:

	 	This LTIP is adopted under the Symantec Senior Executive Incentive Plan effective
as of April 3, 2004 and approved by Symantec’s stockholders on August 21, 2003.
	 
	 	 
	 

	 	Participation in the LTIP does not guarantee participation in other or future
incentive plans. LTIP structures and participation will be determined on a
year-to-year basis.
	 
	 	 
	 

	 	The Company’s Board of Directors reserves the right to alter or cancel all or any
portion of the LTIP for any reason at any time. The LTIP shall be administered by
the Committee and the Committee shall have all powers and discretion necessary or
appropriate to administer and interpret the LTIP.
	 
	 	 
	 

	 	The Company’s Board of Directors reserves the right to modify or amend this LTIP or
a Target LTIP Award under this LTIP with regard to Company performance in light of
events outside the control of management and/or Participant.
	 
	 	 
	Section 409A:

	 	LTIP Payments shall be payable solely from the general assets of the Company. All
LTIP Payments shall be paid to a Participant within two and one-half (2 1/2) months following
the end of the Company’s fiscal year in which the Payment Date occurs.
	 
	 	 
	Restatement of
Financial Results:

	 	If the Company’s financial statements are the subject of a restatement due to error or
misconduct, to the extent permitted by governing law, in all appropriate cases,
the Company will seek reimbursement of excess incentive cash compensation paid under the LTIP
to Participant for the Performance Period. For purposes of this LTIP, excess incentive cash
compensation means the positive difference, if any, between (i) the LTIP Payment paid to the
Participant and (ii) the LTIP Payment that would have been made to
the Participant had the Operating Cash Flow been calculated based on the Company’s
	 
	Symantec Corporation

	 	Proprietary and Confidential






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	 	financial statements as restated. The Company will not be required to award
Participant an additional LTIP Payment should the restated financial statements
result in a higher LTIP Payment.
	 
	 	 
	No Employment Rights:

	 	A Participant’s employment with the Company shall be as an “at will”
employee. Nothing in the LTIP shall either confer upon any Participant the right to continue
in the employ of the Company or interfere with or restrict in any way the rights of the
Company to discharge or change the terms of employment (or of any employment agreement) of any
Participant at any time for any reason whatsoever, with or without cause.
	 
	 	 
	Governing Law:

	 	This LTIP shall be governed by the laws of the State of California.






	 	 	 
	Symantec Corporation

	 	Proprietary and Confidential







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