exv10w05






EXHIBIT 10.05




Execution Copy




Symantec Corporation




January 26, 2007




Gregory Butterfield

1360 Grove Drive

Alpine, UT 84004




Dear Greg,




     On behalf of Symantec Corporation (“Symantec”), I am pleased to offer you employment as set
forth in this letter agreement (this “Agreement”), contingent upon successful completion of your
background checks and effective at the closing (the “Closing Date”) of the acquisition of Altiris,
Inc. (“Altiris”) by Symantec (the “Acquisition”) contemplated by the Agreement and Plan of Merger
dated on or about January 26, 2007 (the “Acquisition Agreement”) by and among Symantec, Atlas
Merger Corp. and Altiris.



1. Your Position




     Your title will be Group President of the Altiris Division and you will report directly to the
Chief Executive Officer of Symantec.



2. Compensation and Benefits




     Your starting annual base salary will be $450,000, less all applicable deductions and
withholding, and you will be eligible for an annual focal (performance) review for the purpose of
reviewing annual raises of base salary and increases in incentive compensation. You will be
eligible to participate in the Symantec Corporation Variable Pay Plan, which pays annually, based
upon our success and your individual performance, with your annual target bonus thereunder to be
set at 80% of your annual base salary (the “Target Bonus”), and any other incentive plans for which
similarly situated executives of Symantec are eligible.



     In addition, you will be eligible for all of Symantec’s employee benefits, benefit plans and
programs for which Symantec U.S. executives at your same grade are eligible and you will be
entitled to all perquisites of other Symantec U.S. executives at your same grade. Please note that
Altiris’ benefits will continue until you are eligible to enroll and participate in Symantec’s
benefits.



3. Symantec Option Grant




     Promptly following the Closing Date, you will be granted a non-qualified stock option to
purchase 115,000 shares (the “Symantec Option”) of common stock of Symantec (the “Symantec Common
Stock”) under the Symantec 2004 Equity Incentive Plan (the “Symantec Plan”). The option exercise
price will be the closing price of the Symantec Common Stock on
the NASDAQ Global Market on the option grant date. Subject to your continued employment with
Symantec, the Symantec Option will vest over a four-year period starting from the Closing



1









 







Date at
the rate of 50% of the shares subject to the Symantec Option on the two year anniversary of the
Closing Date and the balance in a series of 24 successive equal monthly installments upon your
completion of each additional month of employment with Symantec thereafter and will not be
subject to acceleration for any reason except as set forth in Section 7 hereof. You will be
eligible for future Symantec options in the sole discretion of the Symantec Compensation Committee.



4. Symantec Restricted Stock Units




     Promptly following the Closing Date, you will be granted 50,000 restricted stock units
(“Symantec RSUs”) under the Symantec Plan. Symantec shall issue to you the shares of Symantec
Common Stock underlying the Symantec RSU within ninety (90) days following the date on which such
Symantec RSU vests. Subject to your continued employment with Symantec, the Symantec RSU will vest
over a four-year period starting from the Closing Date at the rate of (a) 50% of the shares subject
to the Symantec RSUs on the two year anniversary of the Closing Date, (b) 25% of the shares subject
to the Symantec RSUs on the three year anniversary of the Closing Date and (c) the balance of the
shares subject to the Symantec RSUs on the four year anniversary of the Closing Date, in each case
upon your completion of each additional year of employment with Symantec thereafter and will
not be subject to acceleration for any reason except as set forth in Section 7 hereof. You
will be eligible for future Symantec RSUs in the sole discretion of the Symantec Compensation
Committee.



5. Duration of Employment 




     Either you or Symantec may terminate your employment at any time for any reason, with or
without “Cause” (as defined below), by giving written notice of such termination, subject to the
terms specified below in Section 8 (Definitions). Any statements or representation to the contrary
(and, indeed any statements contradicting any provisions of this Agreement) should be regarded by
you as ineffective. Participation in any of Symantec’s stock option or benefit programs is not to
be regarded as assurance of continued employment for any particular period of time.



6. Retention Package




     You will be entitled to receive a total cash payment of $900,000 (the “Retention Payment”),
which shall be paid in full promptly following the second-year anniversary of the Closing Date
provided you remain actively employed with Symantec on such date.



7. Termination without Cause or Resignation for Good Reason




     (a) If Symantec terminates your employment other than for Cause (as defined in your Employment
Agreement with Altiris dated July 26, 2006 (the “Altiris Employment Agreement”) excluding
subsection (iv) of such defintion), you resign your employment with Symantec for Good Reason (as
defined below), you die, or you suffer a Disability (as defined in your Altiris Employment
Agreement) within two (2) years following the Closing Date, and you
execute and do not revoke a standard release of claims in favor of Symantec (the “Release”),
then each stock option, restricted share award or other equity award granted to you by Altiris
prior to the date the Acquisition Agreement was executed (the “Altiris Awards”) shall fully vest



2









 







and become exercisable and any right of repurchase in favor of Symantec fully lapse (the “Altiris
Awards Acceleration”) to the extent not previously vested in accordance with Section 7(e) hereof.



     (b) If Symantec terminates your employment other than for Cause (as defined in your Altiris
Employment Agreement excluding subsection (iv) of such defintion), you resign your employment with
Symantec for Good Reason (as defined below), you die, or you suffer a Disability (as defined in
your Altiris Employment Agreement) within two (2) years following the Closing Date and you execute
and do not revoke the Release, then you shall be entitled to the severance payments set forth in
Sections 9(a)(i) and (ii), assuming your employment terminated on the Closing Date for purposes of
calculating such severance payments (the “Altiris Cash Severance”) of your Altiris Employment
Agreement that have not yet been received by you in accordance with Section 7(e) hereof.



     (c) If Symantec terminates your employment other than for Cause (as defined in your Altiris
Employment Agreement excluding subsection (iv) of such defintion), you resign your employment with
Symantec for Good Reason (as defined below), you terminate your employment for any reason, you die,
or you suffer a Disability (as defined in your Altiris Employment Agreement) and you execute and do
not revoke the Release, then provided that you timely elect to receive continuation coverage under
the group health, medical and dental plans of Symantec under the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended (“COBRA”), Symantec shall pay COBRA premiums for you and
your eligible dependents at the same level as each such benefit was in effect for you and your
eligible dependents on the date immediately preceding the date of termination of your employment
for the first eighteen (18) months of continuation coverage following the termination of your
coverage from Symantec or until such earlier date on which (x) you are no longer eligible to
receive continuation coverage pursuant to COBRA or (y) you obtain substantially similar coverage
under another employer’s group insurance plan.



     (d) If Symantec terminates your employment other than for Cause (as defined below) or you
resign your employment with Symantec for Good Reason (as defined below) within the two (2) years
following the Closing Date, and you execute and do not revoke the Release, then (i) with respect to
the Symantec Option granted pursuant to Section 3 and the Symantec RSUs granted pursuant to Section
4 (the “Symantec Awards”) 25% of the shares of Symantec common stock subject to such Symantec
Awards shall vest on an accelerated basis as of such termination date (the “Symantec Equity
Acceleration”) and (ii) the Retention Payment shall be paid within thirty (30) days of such
termination (“Symantec Retention Payment Acceleration”).



     (e) Upon the Closing Date, provided you execute and do not revoke the Release, fifty percent
(50%) of the total shares subject to the Altiris Awards shall vest and fifty percent (50%) of the
Altiris Cash Severance shall be paid in a lump sum within ten (10) business days of the Closing
Date. Six (6) months after the Closing Date, twenty-five percent (25%) of the total shares subject
to the Altiris Awards shall vest and twenty-five percent (25%) of the Altiris Cash
Severance shall be paid in a lump sum six (6) months after the Closing Date. Twelve (12)
months after the Closing Date, all remaining unvested shares subject to the Altiris Awards shall
vest and the final twenty-five percent (25%) of the Altiris Cash Severance shall be paid in a lump
sum twelve (12) months after the Closing Date. On the close of a corporate transaction



3









 







involving
Symantec as set forth in Section 18.1 of the Symantec Plan; any Altiris Awards that are not assumed
by the acquiror (or if applicable, its parent) shall vest immediately prior to and contingent on
the close of such corporate transaction.



     (f) The Altiris Awards Acceleration, the Altiris Cash Severance and reimbursement of COBRA
premiums (collectively, the “Altiris Severance”), the Symantec Equity Acceleration and the Symantec
Retention Payment Acceleration will be in lieu of any entitlement you may have to notice of
termination, pay in lieu of notice of termination or any other severance payment or benefit from
Symantec.



     (g) If you resign voluntarily (other than a resignation for Good Reason (as defined below),
Symantec terminates your employment for Cause (as defined in this Agreement or in your Altiris
Employment Agreement as the case may be), you shall not be entitled to receive the Altiris
Severance, the Symantec Equity Acceleration or the Symantec Retention Payment Acceleration. Upon
all terminations of your employment, you will be paid your salary through your date of termination
and for the value of all unused paid time off earned through that date, based on your rate of base
salary at that time. You would also be allowed to continue your medical coverage at your own
expense to the extent provided for by COBRA and you would be allowed to exercise your vested
options, if any, during the time period set forth in, and in accordance with, your governing stock
option agreement(s). Symantec would have no obligation to pay you, and you would have no right to,
any severance except as may be provided at such time under any of Symantec’s other employee benefit
plans for which you were then eligible.



8. Definitions




     For purposes of this Agreement, the following definitions shall be in effect:



     (a) The “Altiris Agreements” means collectively any and all prior agreements and arrangements
concerning employment and compensation between you and Altiris, including, but not limited to, the
Altiris Employment Agreement and any equity (stock option, restricted stock or restricted stock
unit) agreements, including any amendments or addendums thereto, that provide severance,
acceleration or other benefits upon your termination of employment with Altiris or any successor
company, or any retention benefits.



     (b) A termination for “Cause” will mean a termination for any of the following reasons: (i)
your continued material failure to perform your duties to Symantec after there has been delivered
to you a written demand for performance which describes the specific material deficiencies in your
performance and the specific manner, and time period, in which your performance must be improved,
all in accordance with any applicable Symantec performance management plan; (ii) your engaging in
an act of willful misconduct that has had or will have a material adverse effect on the Symantec’s
reputation or business; (iii) your being convicted of, or a plea of no contest to, a felony; (iv)
your committing an act of fraud against, or willful misappropriation of property belonging to,
Symantec; or (v) your material breach of this Agreement, the attached Non-Competition Agreement,
the attached Confidentiality and
Intellectual Property Agreement or any proprietary information and invention assignment
agreement. Symantec will provide you with written notice of the reason for termination in the case
of any termination for Cause.



4









 





     (c) A termination for “Good Reason” will mean you resign your employment within thirty (30)
days after (i) your relocation by Symantec without your express written consent to a facility or
location more than fifty (50) miles from your then-current location in one or more steps; (ii) your
then-current annual base salary is reduced by Symantec (other than an equivalent percentage
reduction in annual base salaries that applies to your entire business unit as a result of the
decreased performance of your business unit); (iii) your no longer being Group President of the
Altiris Division or your longer reporting to the Chief Executive Officer of Symantec following the
Closing Date, except where you are required to report to another senior executive officer of
Symantec as part of a reorganization of Symantec where other Group Presidents also report to such
senior executive officer; (iv) Symantec’s breach of a material term of this Agreement or (v) the
failure of Symantec to obtain assumption of this Agreement by a successor to Symantec; provided,
however, that in each case above, you must first give Symantec an opportunity to cure any of the
foregoing within thirty (30) days following delivery to Symantec of a written explanation
specifying the specific basis for your belief that you are entitled to terminate your employment
for Good Reason .



9. Six-Month Hold Back




     To the extent (i) any payments to which you become entitled under this Agreement in connection
with your termination of employment with Symantec constitute deferred compensation subject to
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) you are deemed
at the time of such termination of employment to be a key employee under Section 416(i) of the
Code, then such payment or payments shall not be made or commence until the earlier of (i) the
expiration of the six (6)-month period measured from the date of your “separation from service” (as
such term is defined in Treasury Regulations under Section 409A of the Code) with Symantec or (ii)
the date of your death following such separation from service; provided, however, that such
deferral shall only be effected to the extent required to avoid adverse tax treatment to you,
including (without limitation) the additional twenty percent (20%) tax for which you would
otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon
the expiration of the applicable deferral period, any payments which would have otherwise been made
during that period (whether in a single sum or in installments) in the absence of this paragraph
shall be paid to you or your beneficiary in one lump sum.



10. Section 280G 




     In the event that the Altiris Severance provided for in this Agreement (i) constitutes
“parachute payments” within the meaning of Section 280G of the Code, and (ii) would be subject to
the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then Symantec shall pay to
you promptly after such determination an additional amount (the “Make Whole Payment”) such that the
net amount retained by you in connection with the Altiris Severance, after deduction of the excise
tax imposed by Section 4999 of the Code and any federal, state and local income tax and excise tax
imposed on such additional amount, shall be equal to the full
parachute payment amounts payable to you under this Agreement as originally determined prior
to the deduction of the excise tax.



     For purposes of determining the amount of the Make-Whole Payment, you shall be deemed to have:
(a) paid federal income taxes at the highest marginal rates of federal income



5









 







taxation for the
calendar year in which the Make-Whole Payment is to be made; (b) paid applicable state and local
income taxes at the highest rate of taxation for the calendar year in which the Make-Whole Payment
is to be made, net of the maximum reduction in federal income taxes which could be obtained from
deduction of such state and local taxes; and (c) otherwise allowable deductions for federal income
tax purposes at least equal to those which would be disallowed because of the inclusion of the
Make-Whole Payment in your adjusted gross income. If the Excise Tax incurred by you is determined
by the Internal Revenue Service to be more or less than the amount determined by the Accountants
(as defined in the next paragraph) pursuant to this Section 10, then Symantec and you agree to
promptly make a payment to the other party, including interest and penalties if Symantec must pay
you, as the Accountants reasonably determine is appropriate to ensure that the net economic effect
you under this Section 10, on an after-tax basis, is as if the Section 4999 Excise Tax did not
apply to you.



     Unless Symantec and you otherwise agree in writing, any determination required under this
Section 10 shall be made in writing by Symantec’s independent public accountants (the
“Accountants”). The determination of the Accountants shall be conclusive and binding upon Symantec
and you for all purposes. For purposes of making the calculations required by this Section 10, the
Accountants may make reasonable assumptions and approximations and may rely on reasonable, good
faith interpretations concerning the application of Section 280G and 4999 of the Code. Symantec
and you shall furnish to the Accountants such information and documents as the Accountants may
reasonably request in order to make a determination under this Section 10. Symantec shall bear all
costs the Accountants may reasonably incur in connection with any calculations contemplated by this
Section 10.



11. Assumption of Equity Awards and Limited Waiver of Altiris Severance, Acceleration and
Retention Benefits




     On the Closing Date your outstanding options to purchase Altiris common stock (your “Altiris
Options”) and Altiris restricted stock units (“Altiris RSUs”) will be assumed by Symantec and
adjusted to reflect the terms of the Acquisition Agreement. Accordingly, following the
Acquisition, your Altiris Options and your Altiris RSUs will continue to vest, subject to your
continued employment with Symantec, upon the same terms and subject to the same conditions that
were in effect immediately prior to the Acquisition (except as may be modified herein, including,
without limitation Sections 7 and 11 hereof). On the Closing Date, all shares of common stock of
the Altiris (the “Altiris Shares”) held by you will be converted into the right to receive the Cash
Amount Per Share (as defined in the Acquisition Agreement) in accordance with the terms of the
Acquisition Agreement, with such Cash Amount Per Share being subject to the same restrictions and
vesting conditions as in effect immediately prior to the Closing Date (except as may be modified
herein, including, without limitation Sections 7 and 11 hereof). Your unvested Altiris Shares that
are currently subject to a right of repurchase by the Company (the “Repurchase Option”) shall
convert into unvested cash equal to the Cash
Amount Per Share, and such Repurchase Option shall be assigned to Symantec in the Acquisition and
shall thereafter be exercisable by Symantec.



     You agree that acceptance of your new position with Symantec as set forth in this Agreement
will not constitute termination other than for “Cause” or an event triggering your resignation for
“Good Reason” (as both terms are defined in the Altiris Agreements) and,



6









 







accordingly, that you will
not be entitled to any of the benefits provided under such agreements upon acceptance of this
Agreement and the position provided for herein.



12. Full-Time Employment / Conflicts of Interest




     You agree that during your employment with Symantec you will not engage in any other
employment or business related activity unless you obtain prior written approval from your manager;
except for those boards of directors previously disclosed to Symantec that you currently
participate on as of the date hereof. You further agree that you have disclosed to Symantec all of
your existing employment and/or business relationships, including, but not limited to, any
consulting or advising relationships, outside directorships, investments in privately held
companies, and any other relationships that may create a conflict of interest.



13. Documentation




     This Agreement, together with the Confidentiality and Intellectual Property Agreement attached
hereto as Exhibit A, must be signed before you start work at Symantec. It requires that
you hold in confidence any proprietary information received as an employee of Symantec and to
assign to us any inventions that you make while employed by Symantec. It also requires that you
comply with Symantec’s Business Conduct Guidelines. We wish to impress upon you that you are not
to bring with you any confidential or proprietary material of any former employer or to violate any
other obligation to your former employers, and that the agreement that you will be asked to sign
contains a representation by you that you have not brought nor will you use any such material at
Symantec. Please also note that to comply with regulations adopted in the Immigration Reform and
Control Act of 1986 (IRCA), we require that you present documentation demonstrating that you
have the authorization to work in the United States on your first working day. If you have any
questions about this requirement, which applies to U.S. citizens and non-U.S. citizens alike,
please contact me.



14. Non-Competition Agreement




     
In addition, as a condition of your employment, and in consideration of the substantial
payment you will receive upon Symantec’s purchase of your stock interest in Altiris, you agree to
enter into the Non-Competition Agreement attached hereto as Exhibit B and shall return a
signed copy of such agreement with this Agreement.



15. Miscellaneous




     
Upon your acceptance of this Agreement, and satisfaction of the contingencies set forth
herein, this Agreement shall supersede and replace (i) any and all prior verbal or written
agreements and arrangements between you and Symantec concerning employment and
compensation and (ii) any and all prior verbal or written agreements and arrangements between
you and Altiris concerning employment and compensation, including, but not limited to, any Altiris
Agreements (excluding any portion of the Altiris Agreements specifically referenced herein and any
covenant not to solicit set forth in Section 10 of the Altiris Employment Agreement or any other
non-solicitation or non-competition obligations of you set forth in any other agreement entered
into prior to the Closing Date between you and Altiris).



7









 





     The parties agree that any controversy or claim arising out of, or relating to, this
Agreement, or the breach hereof, shall be submitted to the American Arbitration Association (“AAA”)
and that a neutral arbitrator will be selected in a manner consistent with the AAA’s National Rules
for the Resolution of Employment Disputes (the “Rules”). The arbitration proceedings will allow
for discovery according to the Rules. All arbitration proceedings shall be conducted in Salt Lake
City, Utah.



     In this letter your employer is referred to as Symantec, however, you may be employed by
Symantec itself or one of its subsidiaries. Whether or not you are employed by Symantec or one of
its subsidiaries, the reporting structure, salary, bonus, option and benefit terms discussed in
this Agreement will apply. All amounts payable pursuant to this Agreement shall be subject to any
required withholding of taxes and shall be paid without interest.



     This Agreement shall inure to the benefit of and be binding upon personal or legal
representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.



     This Agreement will be construed and interpreted in accordance with the laws of the State of
Utah. Each of the provisions of this Agreement is severable from the others, and if any provision
hereof will be to any extent unenforceable, it and the other provisions will continue to be
enforceable to the full extent allowable, as if such offending provision had not been part of this
Agreement.



[SIGNATURE PAGE FOLLOWS]





8









 







If you have any questions about this offer, please contact me. If you find this Agreement
acceptable, please sign and date this Agreement, the attached Confidentiality and Intellectual
Property Agreement and Non-Competition Agreement and return it to me. This offer, if not accepted,
will expire immediately after the closing of the Acquisition.



Greg, I sincerely hope that you will accept this offer and join us in building the future here at
Symantec.




Sincerely,




/s/ Rebecca Ranninger




Rebecca Ranninger

Executive Vice President, Human Resources

Symantec Corporation



By signing below I hereby accept the offer of employment set forth in this Agreement, including any
attachments hereto, and acknowledge and agree that this Agreement replaces and supersedes the
Altiris Agreements and any other written or oral agreement, promise or understanding regarding my
employment with Altiris or Symantec, except as specifically set forth herein.




	 	 	 	 	 
	/s/ Gregory Butterfield
 


	 	26 January 2007
 

	 	 
	Signature

	 	Date	 	 
	 
	 	 	 	 
	Gregory Butterfield
	 	 	 	 






 









 





Exhibit A




CONFIDENTIALITY AND INTELLECTUAL PROPERTY AGREEMENT



This CONFIDENTIALITY AND INTELLECTUAL PROPERTY AGREEMENT (the “Agreement”), when signed below by
me, an employee of Symantec Corporation (as further defined in Paragraph 13 below,
“Symantec”), is my agreement with Symantec regarding, among other things, proprietary
information, trade secrets, inventions, and works of authorship.



In consideration of my employment or continued employment with Symantec, I agree that:





	1.	 	Both during and after the term of my employment with Symantec, I will hold in strict
confidence and will not, without specific prior written authorization from a corporate officer
of Symantec, use or disclose to anyone outside of Symantec (except as necessary to perform my
duties as a Symantec employee), any Proprietary Information. “Proprietary
Information” means and includes all non-public information of any nature (whether or not
technical) that Symantec considers to be proprietary or confidential or that Symantec has a
duty or obligation to treat as confidential, including (but not limited to) all research,
notes, memoranda, products, services, suppliers, markets, processes, licenses, budgets or
other business information, Inventions, marketing plans, product plans, business strategies,
financial information, sales forecasts, personnel information, and customer lists, whether
registrable or not.. “Inventions” means and includes ideas, inventions (whether or
not patentable), discoveries, works of authorship, formulas, algorithms, designs,
specifications, methods, processes, techniques, trade secrets, know-how, mechanical and
electronic hardware, software languages, software programs (in any form including source code
and object code), databases, user interfaces, documentation, formulas, technology, drawings,
and improvements to or derivatives from any of the foregoing.
	 
	2.	 	I represent that the duties I am expected to perform for Symantec have been explained to me
and that my performance of this Agreement and of my duties as a Symantec employee will not
require me to breach any confidentiality, intellectual property, non-solicitation,
non-compete, or other agreement with any former employer or any other party. I represent that
I will not bring with me to Symantec, or use in the performance of my duties for Symantec, any
documents, information, or materials of any former employer or any other person that are not
generally available to the public free of charge without any limitations or conditions on how
such documents, information, or materials may be used.
	 
	3.	 	During my employment with Symantec, I will not engage in any other employment, occupation,
consultation, or other activity that relates to any actual or anticipated business, research,
development, product, service or activity of Symantec, or that otherwise conflicts with my
obligations to Symantec, without obtaining the specific written permission of both a corporate
officer of Symantec and the General Counsel of Symantec. If such permission is given and a
conflict later develops, I understand and agree that Symantec may require me to resign and
refrain from such other employment, occupation, consultation, or other activity.
	 
	4.	 	I hereby assign to Symantec, and agree to assign to Symantec in the future (at Symantec’s
request), my entire right, title, and interest (including all patent rights, copyrights, trade
secret rights, and other applicable intellectual property rights) in all Inventions made or
conceived by




 









 






	 	 	me (whether alone or jointly with others) during the period of my employment with Symantec,
other than Inventions that qualify fully for protection under Section 2870 of the California
Labor Code. All Inventions assigned or to be assigned to Symantec pursuant to this Paragraph 4
are referred to in this Agreement as “Company Inventions”. In connection with all
Company Inventions:






	 	a.	 	I will, both during and after my employment with Symantec, at Symantec’s request,
promptly execute one or more specific irrevocable assignments of title to Symantec, and do
whatever else is deemed necessary or advisable by Symantec, to secure, perfect, and
maintain for Symantec patent rights, copyrights, trade secret rights, mask work rights,
rights of priority, and other intellectual property rights, in the United States and in
foreign countries, in any and all Company Inventions. If Symantec is unable for any
reason, after reasonable effort, to secure my signature on any document needed for this
purpose, I hereby designate and appoint Symantec and its duly authorized officers and
agents as my agent and attorney-in-fact to act for and in my behalf to execute, verify, and
file such document and to do all other lawfully permitted acts to further the purposes of
this paragraph with the same legal force and effect as if executed or done by me. I
acknowledge and agree that this appointment is coupled with an interest and is irrevocable.
	 
	 	b.	 	I hereby irrevocably transfer and assign to Symantec any and all “Moral Rights” (as
defined below) that I may have in or with respect to any Company Invention. I also hereby
forever waive and agree never to assert any and all Moral Rights I may have in or with
respect to any Company Invention, even after termination of my work on behalf of Symantec.
If I have any Moral Rights relating to Company Inventions that cannot, as a matter of law,
be assigned or waived, I hereby grant Symantec an exclusive, worldwide, perpetual,
irrevocable, transferable, fully-paid license under such Moral Rights to use and exploit
such Company Inventions in every possible manner and to sublicense others to do the same.
“Moral Rights” means any rights of paternity or integrity, any right to claim
authorship of any invention, to object to any distortion, mutilation or other modification
of, or other derogatory action in relation to, any invention, whether or not such would be
prejudicial to my honor or reputation, and any similar right, existing under judicial or
statutory law of any country in the world, or under any treaty, regardless of whether or
not such right is denominated or generally referred to as a “moral right”.
	 
	 	c.	 	I acknowledge that any Company Invention that constitutes an original work of
authorship is a “work made for hire,” and that Symantec owns all copyrights for such work.






	5.	 	I represent that I have been notified and understand that the provisions of Section 4 do not
apply to any Invention that qualifies fully under Section 2870 of the California Labor Code,
which states as follows:






	 	“a.	 	Any provisions in an employment agreement which provide that an employee shall
assign, or offer to assign, any of his or her rights in an invention to his or her
employer shall not apply to an invention that the employee developed entirely on his or
her own time without using the employer’s equipment, supplies, facilities, or trade
secret information except for those inventions that either:




 









 












	 	(i)	 	relate at the time of conception or reduction to practice of the
invention to the employer’s business, or actual or demonstrably anticipated
research or development of the employer; or
	 
	 	(ii)	 	result from any work performed by the employee for the employer.






	 	b.	 	To the extent a provision in an employment agreement purports to require an
employee to assign an invention otherwise excluded from being required to be assigned
under subdivision (a), the provision is against the public policy of this state and is
unenforceable.”






	6.	 	I will disclose in writing to the General Counsel of Symantec any Invention that I believe I
made or conceived (alone or jointly with others) during the six-month period immediately
following termination of my employment with Symantec (whether or not such Invention is
patentable or copyrightable or protectable as a trade secret or a mask work), promptly upon my
conception, creation, reduction to practice, or otherwise becoming aware of such Invention, so
that Symantec may independently determine whether such Invention was conceived or developed in
the course of my employment with Symantec. I will also disclose to the General Counsel of
Symantec any patent application filed by me or on my behalf during this six-month period, so
that Symantec may independently determine whether such patent application pertains to an
Invention that was conceived or developed in the course of my employment with Symantec. Any
Invention disclosed to the General Counsel of Symantec pursuant to this paragraph will be held
in confidence by Symantec, unless Symantec determines that such Invention is a Company
Invention.
	 
	7.	 	I agree to make and maintain adequate and current written records, in a form specified by
Symantec, of all Company Inventions. Upon the termination of my employment with Symantec, I
will surrender to Symantec all records and all other tangible items and evidence relating to
any Company Inventions and all other property belonging to Symantec, including (but not
limited to) all documents and materials of any nature containing, embodying, or based upon any
Proprietary Information or otherwise pertaining to my work with Symantec, and I agree that I
will not take with me any written, electronic, or other copies of such documents or materials.
	 
	8.	 	I represent that I have attached as Exhibit A hereto a complete list of all Inventions, if
any, patented or unpatented, that I made or conceived (alone or jointly with others) prior to
my employment at Symantec and which are to be excluded from assignment to Symantec under this
Agreement (“Prior Inventions”). If disclosure of any such Prior Inventions would
cause me to violate any confidentiality obligation I have to a former employer or other third
party, I understand that I am not to describe such Prior Invention in Exhibit A, but am only
to disclose (to the extent I can do so without violating such confidentiality obligations) a
cursory name for each such Prior Invention and, to the best of my knowledge, the owner of each
such Prior Invention. I hereby certify that I have no continuing obligations with respect to
assignment of such Prior Inventions to any former employer or other third party (or if I have
any such continuing obligations, I have identified and described all such obligations in
Exhibit A). I agree that I will not, during or after my employment with Symantec, use any
Company Invention or Proprietary Information in making future improvements or modifications to
these Prior Inventions, without the specific written approval of both a corporate officer of
Symantec and the General Counsel of Symantec.




 









 






	 	 	I agree that I will not incorporate any Prior Invention, or any other Invention owned by anyone
other than Symantec, into any Company Invention or any Symantec product (including products
under development), without the specific prior written approval of both a corporate officer of
Symantec and the General Counsel of Symantec. If any Prior Invention is incorporated into any
Company Invention or any Symantec product, I hereby grant to Symantec a worldwide, perpetual,
irrevocable, transferable, fully-paid license under all of my applicable intellectual property
rights, with the right to sublicense through multiple tiers, to make, have made, use, offer to
sell, sell, import, export, modify, reproduce, prepare derivative works of, perform, display,
distribute, and otherwise exploit in every possible manner any Company Inventions and/or
Symantec products that contain all or any portion of such Prior Invention. I further understand
and agree that all improvements, whether or not patentable, to any Prior Invention that are made
or conceived by me (alone or jointly with others) during my employment with Symantec are
assigned (or to be assigned) to Symantec to the extent that such improvements are covered by the
provisions of Paragraph 4 of this Agreement.
	 
	9.	 	During my employment with Symantec, if I believe that I have made or conceived of any
Invention that qualified fully for protection under Section 2870 of the California Labor Code:






	 	a.	 	I shall provide, in writing, a brief description and title of the new Invention to the
General Counsel of Symantec. This description is hereinafter called the “New Invention
Notice”.
	 
	 	b.	 	A review period shall be provided for a new invention. The review period shall start
on the business day following the receipt of a New Invention Notice by the General Counsel.
This period is hereinafter called the “New Invention Review Period” and shall
continue for forty-five (45) business days. By the end of the New Invention Review Period,
Symantec shall inform you whether it believes the new Invention qualifies as an Invention
under Section 2870 of the California Labor Code or if such Invention is believed by
Symantec to have been conceived or developed in the course of your employment with
Symantec. If Symantec determines that the new Invention qualifies under Section 2870 of the
California Labor Code, Symantec will expressly confirm that Symantec does not have a legal
interest in the new Invention in its written communication to you. I agree to negotiate in
good faith with Symantec to resolve any disputes regarding Symantec’s determination
concerning any New Invention Notice I submit.
	 
	 	c.	 	During the New Invention Review Period, Symantec may ask questions, in writing, with
regard to the new Invention. I agree to respond, in writing, to all such questions. In
addition, I agree that any delays introduced by my response shall be added to the length of
the New Invention Review Period.
	 
	 	d.	 	If I do not submit a New Invention Notice promptly after I make or conceive of a new
Invention, I acknowledge and agree that it will be conclusively and irrebutably presumed
that such new Invention does not qualify for protection under Section 2870 of the
California Labor Code, and I agree not to challenge this presumption, directly or
indirectly, in any legal action or proceeding.






	10.	 	I understand that Symantec, from time to time, may have agreements with other persons,
companies or with the United States Government or agencies thereof which impose obligations or
restrictions on Symantec regarding Proprietary Information or Inventions created, made, or
conceived during the course of work under such agreements or regarding the confidential nature




 









 






	 	 	of such work. I agree to abide and be bound by all such obligations and any applicable United
States laws or regulations.






	11.	 	I hereby authorize Symantec to notify others, including but not limited to customers of
Symantec and my future employers, of the terms of this Agreement and my responsibilities
hereunder.
	 
	12.	 	In the event of any violation of this Agreement by me, and in addition to any relief or
remedies to which Symantec is entitled, Symantec shall have (in addition to all other rights
and remedies Symantec may have) the right to an immediate injunction and the right to recover
the reasonable attorney’s fees and court costs expended in connection with any legal action or
proceeding to enforce this Agreement. The meaning, effect, and validity of this Agreement
shall be governed by the laws of the State of California without regard to the conflict of
laws provisions thereof. If any provision of this Agreement is held to be unenforceable under
applicable California law, the balance of the Agreement shall remain enforceable in accordance
with its terms and I agree to work with Symantec to effectuate the provisions held
unenforceable to the fullest extent permissible under the law. If any provision is held to be
unenforceable because it is excessive in duration or scope, such provision shall be deemed and
construed to be modified so that it is enforceable to the maximum extent allowed under
applicable law. No waiver of any right or remedy under or relating to this Agreement shall be
binding on Symantec unless in writing and signed by an authorized officer of Symantec.
	 
	13.	 	“Symantec” as used in this Agreement includes any and all present or future
subsidiaries and affiliated companies of Symantec Corporation, and this Agreement shall inure
to the benefit of any successors in interest or of any assignees of Symantec.
	 
	14.	 	During the term of my employment and for one (1) year thereafter, I will not directly or
indirectly solicit, induce, encourage, or attempt to solicit, induce, or encourage any
employee or contractor of Symantec to leave Symantec for any reason. However, this obligation
shall not affect any responsibility I may have as an employee of Symantec with respect to the
bona fide hiring and firing of Symantec personnel.
	 
	15.	 	I understand that this Agreement does not constitute a contract of employment or obligate
Symantec to employ me for any stated period of time. I understand that my employment with
Symantec is at will and may be terminated by Symantec at any time, with or without cause and
with or without advance notice. I further understand and agree that this Agreement will
survive the termination of my employment with Symantec and remain in effect thereafter in
accordance with its terms.





[SIGNATURE PAGE FOLLOWS]









 









 












	16.	 	I acknowledge receipt of a copy of this Agreement and agree that with respect to the subject
matter hereof, it and my Employment Agreement with Symantec of even date herewith are my
entire agreement with Symantec, superseding any previous oral or written communications,
representations, undertaking, or agreements with Symantec or any official or representative
thereof. This Agreement may not be modified or changed except in a writing signed by me and
an officer of Symantec.




IN WITNESS WHEREOF, the parties have entered into this Agreement on this 26th day
of January 2007.




	 	 	 	 	 
	Employee Signature:

	 	/s/ Gregory Butterfield
 

	 	 
	 
	 	 	 	 
	Employee Name (Print):

	 	Gregory Butterfield	 	 






SYMANTEC CORPORATION




	 	 	 	 	 
	BY:

	 	/s/ Rebecca Ranninger
 

	 	 
	 
	 	 	 	 
	TITLE:

	 	 EVP, Human Resources
 

	 	 






[SIGNATURE PAGE TO CONFIDENTIALITY AND INTELLECTUAL PROPERTY

AGREEMENT]




 









 

Lebisky



EXHIBIT A (To Confidentiality and Intellectual Property Agreement)




(As referenced in Paragraph 8)

DESCRIPTION OF PRIOR INVENTIONS

(If “None”, Please So State)




	 	 	 	 	 
	Description of Prior Invention	 	Date of Conception or Creation	 	Owner
	(use additional sheet if necessary;
if Invention is the subject of a
patent or patent application,
include patent number or title of
patent application and filing date)
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 




Continuing obligations to former employers or third parties regarding assignment of Inventions (if
any):




 





 





 





	 	 	 	 	 	 	 
	Employee Signature:	 	/s/ Gregory Butterfield	 	 
	 

	 	 	 	 

	 	 



	 	 	 	 	 	 	 
	Employee Name (Print):	 	Gregory Butterfield	 	 
	Date:                                         	 	 






 









 





Exhibit B




Non-Competition Agreement




     This Non-Competition Agreement (this “Agreement”), dated January 26, 2007, is made by
and between Gregory Butterfield (the “Securityholder”) and Symantec Corporation, a Delaware
corporation (“Acquiror”). For purposes of this Agreement, “Acquiror” shall be deemed to include
Acquiror and its wholly and majority-owned direct and indirect subsidiaries that operate the
Restricted Business (as defined below) of the Company.



Background




     Acquiror, Atlas Merger Corp. and Altiris, Inc., a Delaware corporation (the “Company”) are
parties to an Agreement and Plan of Merger dated on or about January 26, 2007 (the “Merger
Agreement”) by and between Acquiror and the Company, whereby the Company will merge with and into a
wholly owned subsidiary of Acquiror (the “Merger”), with the Company to survive the Merger.
Securityholder understands and agrees that he is a substantial securityholder of the Company and a
key and significant member of either the management and/or the technical workforce of the Company
and that he will receive substantial consideration as a result of Acquiror’s purchase of
Securityholder’s stock interest in the Company. Securityholder is willing to enter into this
Agreement as a condition of the closing of the Merger and to protect Acquiror’s legitimate
interests as a buyer of the stock and goodwill of the Company. Securityholder understands and
acknowledges that the execution and delivery of this Agreement by Securityholder is a material
inducement to the willingness of Acquiror to enter into the Merger Agreement, and a material
condition to Acquiror consummating the transactions contemplated by the Merger Agreement.
Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms
in the Merger Agreement.



     Acquiror and Securityholder both agree that, prior to the Merger, the Company’s business
included the design, development, manufacture, production, marketing and sales of products and
services related to the Restricted Business (as defined below) throughout the United States and
parts of the world in which the Company conducts the Restricted Business (the “Restrictive
Territory”). Acquiror represents and Securityholder understands that, following the Merger,
Acquiror will continue conducting the Company’s business in the Restrictive Territory.



     Now, Therefore, in consideration of the foregoing premises and for good and valuable
consideration, receipt of which is hereby acknowledged, Securityholder, intending to be legally
bound, agrees as follows:



     1. Agreement Not to Compete. During the Restrictive Period (as defined below), Securityholder
agrees that he will not:



     (a) participate, for himself or on behalf of any other Person, in any business that competes
with the Restricted Business in the Restrictive Territory. As used in the previous sentence,
“participate” includes but is not limited to permitting Securityholder’s name directly or
indirectly to be used by or to become associated with any other Person (including as an advisor,
representative, agent, promoter, independent contractor, provider of personal services or



 









 







otherwise) in connection with such Restricted Business, but shall not include participating in an
investment firm so long as Securityholder (i) provides advance notice to Acquiror, (ii) does
not actively participate in any operating entity that competes with the Restricted Business in the
Restricted Territory and (iii) the investment firm provides Acquiror with written acknowledgment of
Securityholder’s noncompete obligations and agrees in writing to exclude Securityholder from
participation in business and investments with respect to any Restricted Business;



     (b) interfere, directly or indirectly, with the relationship between the Company or Acquiror
and its employees by inducing any such employee to terminate his or her employment;



     (c) solicit for employment, directly or indirectly, on behalf of Securityholder or any other
Person, any person who is at the time in question, or at any time in the then-past three-month
period has been, an employee of the Company or Acquiror; provided that as part of this restriction,
Securityholder shall not interview or provide any input to any third party regarding any such
person during the period in question; provided, further, that this obligation shall not affect any
responsibility Securityholder may have as an employee of Acquiror with respect to bona fide hiring
and firing of Company personnel; or



     (d) induce or assist any other Person to engage in any of the activities described in
subparagraphs (a) through (c).



     “Restricted Business” means (1) any business engaged in by the Company during Securityholder’s
employment, (2) any other business as to which the Company has made demonstrable preparation to
engage in during Securityholder’s employment and (i) in which preparation Securityholder materially
participated or (ii) concerning which preparation Securityholder had actual knowledge of material
confidential information regarding such business that remains material confidential information at
the time of Securityholder’s termination of employment from Acquiror or the Company or (3) any
business engaged in by the Acquiror, or in which the Acquiror or any of its affiliates has made
demonstrable preparation to engage in during Securityholder’s employment, in either case in which
Securityholder had actual knowledge of material confidential information regarding such business
that remains material confidential information at the time of Securityholder’s termination of
employment from Acquiror or the Company and would be valuable for competition.



     ”Person” means a natural person, corporation, partnership, or other legal entity, or a joint
venture of two or more of the foregoing.



     Notwithstanding the foregoing, Securityholder may own, directly or indirectly, solely as an
investment, up to two percent (2%) of any class of “publicly traded securities” of any business
that is competitive or substantially similar to the Restricted Business. The term “publicly traded
securities” shall mean securities that are traded on a national securities exchange or listed on
the National Association of Securities Dealers Automated Quotation System.



 









 





     For purposes of this Agreement, the restrictive period (referred to herein as the “Restrictive
Period”) shall commence on the Closing Date (as defined in the Merger
Agreement) of the Merger and shall continue until the two (2) year anniversary of the Closing
Date.



     2. Acknowledgment. Securityholder hereby acknowledges and agrees that:




	 	(a)	 	this Agreement is necessary for the protection of the legitimate business
interests of Acquiror in acquiring the Company;
	 
	 	(b)	 	the execution and delivery of this Agreement is a mandatory condition precedent
to the closing of the Merger, without which Acquiror would not close the transactions
contemplated by the Merger Agreement;
	 
	 	(c)	 	the scope of this Agreement in time, geography and types and limitations of
activities restricted is reasonable;
	 
	 	(d)	 	Securityholder has no intention of competing with the Restricted Business
acquired by Acquiror within the area and the time limits set forth in this Agreement;
and
	 
	 	(e)	 	breach of this Agreement will be such that Acquiror will not have an adequate
remedy at law because of the unique nature of the operations and the assets being
conveyed to Acquiror.





     3. Remedy. Securityholder acknowledges and agrees that (a) the rights of Acquiror
under this Agreement are of a specialized and unique character and that immediate and irreparable
damage will result to Acquiror if Securityholder fails to or refuses to perform Securityholder’s
obligations under this Agreement and (b) Acquiror may, in addition to any other remedies and
damages available, seek an injunction in a court of competent jurisdiction to restrain any such
failure or refusal. No single exercise of the foregoing remedies shall be deemed to exhaust
Acquiror’s right to such remedies, but the right to such remedies shall continue undiminished and
may be exercised from time to time as often as Acquiror may elect; provided however, that
Securityholder may work for a division, entity, or subgroup of any of such companies that engages
in the Restricted Business so long as such division, entity, or subgroup does not engage in the
Restricted Business. Securityholder represents and warrants that Securityholder’s expertise and
capabilities are such that Securityholder’s obligations under this Agreement (and the enforcement
thereof by injunction or otherwise) will not prevent Securityholder from earning a livelihood.



     4. Severability. If any provisions of this Agreement as applied to any part or to any
circumstances shall be adjudged by a court to be invalid or unenforceable, the same shall in no way
affect any other provision of this Agreement, the application of such provision in any other
circumstances, or the validity or enforceability of this Agreement. Acquiror and Securityholder
intend this Agreement to be enforced as written. If any provision, or part thereof, however, is
held to be unenforceable because of the duration thereof or the area covered thereby, all parties
agree that the court making such determination shall have the power to reduce the duration



 









 







and/or
area of such provision, and/or to delete specific words or phrases and in its reduced form such
provision shall then be enforceable.



     5. Amendment. This Agreement may not be amended except by an instrument in writing
signed by Acquiror’s duly authorized representative, or his or her designee, and Securityholder.



     6. Waiver. No waiver of any nature, in any one or more instances, shall be deemed to
be or construed as a further or continued waiver of any breach of any other term or agreement
contained in this Agreement.



     7. Headings. The headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this Agreement.



     8. Governing Law. This Agreement shall be construed and interpreted and its
performance shall be governed by the laws of the State of Utah without regard to conflicts of law
principles of any jurisdiction.



     9. Entire Agreement. This Agreement constitutes the entire agreement of the parties
with respect to the subject matter of this Agreement and supersedes all prior agreements and
undertakings, both written and oral, between the parties, or any of them, with respect to the
subject matter of this Agreement except that it does not in any way supersede (a) any covenant not
to solicit set forth in Section 10 of the Altiris Employment Agreement or any other
non-solicitation or non-competition obligations of Securityholder set forth in any other agreement
entered into prior to the Closing Date between Securityholder and the Company or (b) the Merger
Agreement or any other agreement executed in connection with the Merger Agreement, including the
Securityholder’s employment agreement with Acquiror, if any).



     [SIGNATURE PAGE FOLLOWS]



 









 





     In Witness Whereof, Acquiror and Securityholder have executed this Agreement on the
day and year first above written.



	 	 	 	 	 	 	 
	 

	 	 	 	Securityholder	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Gregory Butterfield
 

	 	 
	 

	 	Print Name:
	 	Gregory Butterfield
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Symantec Corporation	 	 


	 	 	 	 	 	 	 
	 

	 	By:     
	 	/s/ Rebecca Ranninger
 

	 	 
	 

	 	Name:
	 	 Rebecca Ranninger
 

	 	 
	 

	 	Title:  
	 	Executive Vice President, Human Resources
 

	 	 






[SIGNATURE PAGE TO NON-COMPETITION AGREEMENT]