exv10w01



 





Exhibit 10.1




SYMANTEC CORPORATION’S

AMENDED AND RESTATED

2002 EXECUTIVE OFFICERS’ STOCK PURCHASE PLAN




as amended, April 26, 2005

as further amended and restated January 22, 2008




1. PURPOSE.




     The purpose of this Symantec Corporation 2002 Executive Officers’ Stock Purchase Plan (the
“Plan”) is to provide Executive Officers of Symantec Corporation (the “Company”)
with an opportunity to purchase Common Stock of the Company, $.01 par value (the “Stock”),
using some or all of the amounts received by Executive Officers as part of any payment made under
applicable Executive Annual Incentive Plans (the “Bonus”).



2. STOCK ISSUANCE.




     Stockholder approval of this Plan was obtained on September 12, 2002. Pursuant to this Plan,
any Executive Officer of the Company may elect, pursuant to the provisions of Section 3 of this
Plan, to receive a portion of his or her Bonus in the form of an award of unrestricted, fully
vested shares of Stock. For purposes of this Plan, an “Executive Officer” is any officer
of the Company that has been designated as a person subject to the requirements of Section 16(b) of
the Securities Exchange Act of 1934, as amended.



3. ELECTION BY EXECUTIVE OFFICERS.




     Each Executive Officer may make an irrevocable election to receive up to 100% of the Bonus
payable to such Executive Officer in the form of shares of Stock. Any such election shall be made
on or before such date as the Compensation Committee (or by the Board acting as the Compensation
Committee) determines, in its sole discretion, to be appropriate (the “Election Date”). An
Executive Officer may specify the portion, if any, from 0% to 100%, of the Bonus that shall be paid
to such Executive Officer in shares of Stock, or a maximum number of shares to be purchased using a
specified portion of the Bonus; provided, that if no election is made by an Executive Officer on or
before the Election Date, such Executive Officer shall be deemed not to have elected to receive any
of his or her Bonus in shares of Stock. Notice of an Executive Officer’s election shall be given
to the corporate secretary of the Company. In the event an Executive Officer’s Bonus becomes
payable on other than an annual basis, then elections shall be made in the manner and at the time
as determined by the Compensation Committee of the Board of Directors (or by the Board acting as
the Compensation Committee).



4. AMOUNT AND ISSUANCE OF STOCK.




     Subject to Section 7 below, the number of shares of Stock to be issued to an Executive Officer
pursuant to this Plan shall be the portion of the Bonus which the



 









 







Executive Officer has elected to be paid in Stock, divided by the closing price of the Common Stock
of the Company on The Nasdaq National Market on the business day immediately preceding the date on
which the Bonus is paid (with respect to any particular Bonus payment, such date is referred to as
the “Determination Date”). The Stock shall be issued on the Executive Officer on the
business day next following the Determination Date. Notwithstanding the foregoing, in the event
that the Company’s “Trading Window” (as defined in the Company’s policies) for directors and
executive officers is the date that would otherwise have been the Determination Date, the number of
shares of Stock instead shall be based on the closing price of the Stock on the first business day
on which the Trading Window is open (with respect to any particular Bonus payment, such date is
referred to as the “Window Determination Date”), and the Stock shall be issued on the business day
next following the Window Determination Date. In the event that an executive Officer has specified
the maximum number of shares to be purchased, the number of shares to be issued shall not exceed
that number. If there are insufficient shares of Stock reserved for issuance under this Plan to
satisfy elections made by all Executive Officers in a calendar year, then the available shares of
Stock shall be allocated among Executive Officers in proportion to their respective elections.



5. NUMBER OF SHARES RESERVED FOR ISSUANCE.




     The aggregate number of shares of Stock reserved for issuance under the Plan shall be 250,000
shares. In the event that the number of outstanding shares of Stock 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,
then the number of shares reserved for issuance under this Plan will be proportionately adjusted.



6. ADMINISTRATION OF PLAN.




     Compensation Committee Authority. This Plan will be administered by the Compensation
Committee or by the Board acting as the Compensation Committee. Subject to the general purposes,
terms and conditions of this Plan, and to the direction of the Board of Directors, the Compensation
Committee shall have full power to implement and carry out this Plan. Without limitation, the
Compensation Committee shall have the authority to: (i) construe and interpret this Plan and any
other agreement or document executed pursuant to this Plan; (ii) prescribe, amend and rescind rules
and regulations relating to this Plan; (iii) correct any defect, supply any omission or reconcile
any inconsistency in this Plan or any agreement; and (iv) make all other determinations necessary
or advisable for the administration of this Plan. Any determination made by the Compensation
Committee will be made in its sole discretion and such determination will be final and binding on
the Company and on all persons having an interest under this Plan.



 









 





7. WITHHOLDING TAXES.




     Whenever shares of Stock are to be issued under this Plan, the Company may require the
Executive Officer to remit to the Company an amount sufficient to satisfy federal, state and local
withholding tax requirements prior to the delivery of any certificate or certificates for such
shares of Stock. When, under applicable tax laws, an Executive Officer incurs tax liability under
this Plan and the Executive Officer is obligated to pay the Company the amount required to be
withheld, the Compensation Committee may allow the Executive Officer to satisfy the minimum
withholding tax obligation by electing to have the Company withhold from the shares of Stock to be
issued that number of shares of Stock having a fair market value equal to the minimum amount
required to be withheld, determined on the date that the amount of tax to be withheld is to be
determined. All elections to have shares of Stock withheld for this purpose will be made in
writing in a form acceptable to the Compensation Committee.



8. PRIVILEGES OF STOCK OWNERSHIP.




     No Executive Officer will have any of the rights of a stockholder with respect to any shares
of Stock until the shares of Stock are issued to the Executive Officer. After shares of Stock are
issued to the Executive Officer, the Executive Officer will be a stockholder and have all the
rights of a stockholder with respect to such Stock, including the right to vote and receive all
dividends or other distributions made or paid with respect to such Stock.



9. CERTIFICATES.




     All certificates for Stock or other securities delivered under this Plan will be subject to
such stock transfer orders, legends and other restrictions as the Compensation 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 Securities and Exchange
Commission or any stock exchange or automated quotation system upon which the shares of Stock may
be listed or quoted. In lieu of Stock certificates, the Company may provide evidence of shares
through electronic means consistent with its practices with respect to other employee stockholders.



10. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE.




     A transfer of shares of Stock will not occur unless such transfer 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 of Stock
may then be listed or quoted, as they are in effect on the date of grant of transfer of shares of
Stock. Notwithstanding any other provision in this Plan, the Company will have no obligation to
issue or deliver certificates for shares of Stock 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 of Stock 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 obligation to register the shares with the Securities and
Exchange Commission 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.



11. NO OBLIGATION TO EMPLOY.




     Nothing in this Plan will confer or be deemed to confer on any Executive Officer 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 Executive Officer’s employment or other
relationship at any time, with or without cause.



12. ADOPTION OF PLAN AND EFFECTIVE DATE.




     This Plan became effective on September 12, 2002 (the “Effective Date”).