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 24.



     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 fifty-eight million
(58,000,000) Shares plus (i) the number of shares of the Company’s Common Stock reserved under the
Company’s 1996 Equity Incentive Plan (the “Prior Plan”) that are not subject to outstanding awards
under the Prior Plan upon its termination, and (ii) the number of shares of Common Stock that are
released from, or reacquired by the Company from, awards outstanding under the Prior Plan upon its
termination. Any award other than an Option or a SAR shall reduce the number of Shares available
for issuance under this Plan by two Shares. 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. No more than ninety million (90,000,000)
Shares shall be issued as ISOs. 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
Options and Restricted Stock Awards granted under this Plan and all other 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
Sections 3 and 6 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 either be
replaced by a cash payment equal to the Fair Market Value of such fraction of a Share or will be
rounded up to the nearest whole 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;
and provided further, that unless otherwise determined by the Board, non-employee directors shall
receive Restricted Stock Units only pursuant to the formula award provisions set forth in Section
6. 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, 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, except as provided in Section 6, 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 option 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. 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) 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, all of who are Outside
Directors.



     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, 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



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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.



     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 otherwise specified by the Committee. 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
stock option exercise agreement (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.



     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 would
have been 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;
provided however, that options granted to non-employee directors pursuant to Section 6 shall
remain exercisable for a period of seven (7) months following the non-employee director’s
termination as a director or consultant of the Company or any Affiliate.




     (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 would have been 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.



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     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. Any outstanding ISO that is modified, extended, renewed
or otherwise altered will be treated in accordance with Section 424(h) of the Code; and (b)
notwithstanding anything to the contrary elsewhere in the Plan, the Company will not reprice
Options issued under the Plan by lowering the Exercise Price of a previously granted Award, by
canceling outstanding Options and issuing replacements, or by otherwise replacing existing Options
with substitute Options with a lower Exercise Price, without prior approval of the Company’s
stockholders.



     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. Each continuing non-employee director shall receive
an annual grant of RSUs having a Fair Market Value on the date of grant equal to $180,000, and such
RSU shall be granted on the first business day following the Company’s first regular Board meeting
of the Company’s fiscal year. New non-employee directors shall be granted an initial RSU having a
Fair Market Value on the date of grant equal to $180,000 on the first business day following such
new non-employee director’s election to the Board, prorated based on the number of days from such
non-employee director’s election to the Board to, and including, the Company’s first regular Board
meeting of the following fiscal year. RSUs granted pursuant to this Section 6 vest on the first
anniversary following the date of grant, provided the non-employee director serves on the Board on
such vesting date, and shall be settled within 30 days of vesting by distribution of Shares to the
non-employee director. Notwithstanding the foregoing, for the Company’s 2007 fiscal year, each
non-employee director shall be granted RSUs on the first business day following the Company’s 2006
Annual Meeting of Stockholders with a Fair Market Value on the date of grant equal to $180,000, and
such RSUs shall vest on April 1, 2007, provided the non-employee director serves on the Board on
such vesting date, and shall be settled within 30 days of vesting by distribution of Shares to the
non-employee director. The Committee may adopt policies regarding retention of Shares upon
exercise or settlement of Awards.



     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 purchase, the Purchase Price, 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 Purchase Agreement. All purchases under a Restricted Stock Award will be
evidenced by a written agreement (the “Restricted Stock Purchase 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



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signing and delivering to the Company the Restricted Stock Purchase Agreement, and full
payment of the Purchase Price, within thirty (30) days from the date the Restricted Stock Purchase
Agreement was delivered to the Participant. If the Participant does not accept the Restricted
Stock Award in this manner within thirty (30) days, then the offer of the Restricted Stock Award
will terminate, unless the Committee determines otherwise.



     7.2 Purchase Price. The Purchase Price for a Restricted Stock Award will be determined by the
Committee, and may be less than Fair Market Value (but not less than the par value of the Shares)
on the date the Restricted Stock Award is granted, provided that the Exercise Price of any
Restricted Stock Award 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 of the Purchase Price must be made in accordance
with Section 10 of this Plan and as permitted in the Restricted Stock Purchase 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 number of years of service with the Company and/or upon completion of the
performance goals as set out in advance in the Participant’s Restricted Stock Purchase 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 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. 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 Performance Period. Restricted Stock Awards shall cease to vest
immediately if a Participant is Terminated during a Performance Period 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, as described in Section 14 of
this Plan, if and as set forth in the applicable Restricted Stock Purchase 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 may be exercised, the
consideration to be distributed on 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 “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 from among the Performance Factors to be used to
measure the performance, if any; and (c) determine the number of Shares deemed subject to the RSU.
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.



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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 Settlement. 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
settled in 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 from among the Performance Factors to be used to measure the
performance, if any; and (c) determine the number of Shares deemed subject to the SAR. Prior to
settlement 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.



     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, 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;



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     (c) by tender of a full recourse promissory note having such terms as may be approved by
the Committee and bearing interest at a rate sufficient to avoid imputation of income under
Sections 483 and 1274 of the Code; provided, however, that Participants who are not employees or
directors of the Company will not be entitled to purchase Shares with a promissory note unless
the note is adequately secured by collateral other than the Shares; provided, further, that the
portion of the Purchase Price equal to the par value of the Shares, if any, must be paid in
cash;




     (d) by waiver of compensation due or accrued to the Participant for services rendered;
provided, further, that the portion of the Purchase Price equal to the par value of the Shares,
if any, must be paid in cash;




     (e) with respect only to purchases upon exercise of an Option, and provided that a public
market for the Company’s stock exists:




     (1) through a “same day sale” commitment from the Participant and a broker-dealer that is a
member of the National Association of Securities Dealers (an
“NASD 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 whereby the NASD Dealer irrevocably commits upon
receipt of such Shares to forward the Exercise Price directly to the Company; or




     (2) through a “margin” commitment from the Participant and an NASD Dealer whereby the
Participant irrevocably elects to exercise the Option and to pledge the Shares so purchased to
the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of
the Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares
to forward the Exercise Price directly to the Company; or



     (f) by any combination of the foregoing.



     11. Withholding Taxes.



     11.1 Withholding Generally. Whenever Shares are to be issued in satisfaction of Awards granted
under this Plan, the Company may require the Participant 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. 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 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, 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 acceptable to the Committee.



     12. Privileges of Stock Ownership; Voting and Dividends. 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.



     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



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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 within ninety (90) days after the later of Participant’s Termination Date and the date
Participant purchases Shares under this Plan, for cash and/or cancellation of purchase money
indebtedness, at the Participant’s original Exercise Price or Purchase Price, as the case may be.
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. Any Participant who is permitted to
execute a promissory note as partial or full consideration for the purchase of Shares under this
Plan will be required to pledge and deposit with the Company all or part of the Shares so purchased
as collateral to secure the payment of Participant’s obligation to the Company under the promissory
note; provided, however, that the Committee may require or accept other or additional forms of
collateral to secure the payment of such obligation and, in any event, the Company will have full
recourse against the Participant under the promissory note notwithstanding any pledge of the
Participant’s Shares or other collateral. In connection with any pledge of the Shares, Participant
will be required to execute and deliver a written pledge agreement in such form as the Committee
will from time to time approve. The Shares purchased with the promissory note may be released from
the pledge on a pro rata basis as the promissory note is paid.



     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 approval requirements of Section 5.9 for any repricing of Options.



     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 to issue 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 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



8









 







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 all formula Restricted Stock
Unit grants, pursuant to Section 6 shall accelerate and be fully vested upon such merger,
consolidation or corporate transaction and to the extent unexercised shall terminate 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 and shall
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 preponderance of the evidence
discovered in such investigation indicates that such Participant is guilty of such criminal act or
intentional tort.




     20. Adoption and Stockholder Approval. This Plan will become effective on the date that it is
adopted by the Board (the “Effective Date”). This Plan shall be approved by the stockholders of the
Company (excluding Shares issued pursuant to this Plan), consistent with applicable laws, within
twelve (12) months before or after the Effective Date. Upon the Effective Date, the Board may grant
Awards pursuant to this Plan; provided, however, that: (a) no



9









 







Option may be exercised prior to initial stockholder approval of this Plan; (b) no Option
granted pursuant to an increase in the number of Shares subject to this Plan approved by the Board
will be exercised prior to the time such increase has been approved by the stockholders of the
Company; and (c) in the event that stockholder approval of this Plan or any amendment increasing
the number of Shares subject to this Plan is not obtained, all Awards 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. Term of Plan. Unless earlier terminated as provided herein, this Plan will terminate ten
(10) years from the date this Plan is adopted by the Board or, if earlier, the date of stockholder
approval.



     22. 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 or
materially modify a provision of the Plan.



     23. 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.



     24. 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.




     “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:



10









 






     (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.




     “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









 






	 	(11)	 	Individual business objectives.






     “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.




     “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”).




12










 





SYMANTEC CORPORATION




RSU AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS




RECITALS




A. The
Board has adopted the Plan for the purpose of providing incentives to attract, retain and motivate eligible persons whose present and potential contributions
are important to the success of Symantec Corporation (the
“Company”), its Parent, Subsidiaries and Affiliates.



B. Participant is to render valuable services to the Company (or a
Parent or Subsidiary), and this RSU Agreement is executed pursuant
to, and is intended to carry out  the purposes of, the Plan in
connection with the Company’s issuance of shares of Common Stock
to the Participant as Restricted Stock Units (each, a
“RSU”) under the Plan.



C. All capitalized terms in this RSU Agreement shall have the meaning
assigned to them in Appendix A attached hereto. All undefined terms
shall have the meaning assigned to them in the Plan.



NOW, THEREFORE, it is hereby agreed as follows:



1. Grant of Restricted Stock Units. Subject to the terms set forth herein and in the
Notice of Agreement, the Company hereby awards to the Participant RSUs under the Plan. Each RSU
represents the right to receive one share of Common Stock (each, a “Share”) on the vesting date of
that RSU. The number of shares of Common Stock subject to the awarded RSUs, the applicable vesting
schedule for the RSU and the Shares, the dates on which those vested Shares shall be issued to
Participant and the remaining terms and conditions governing the award (the “Award”) shall be as
set forth in this RSU Agreement.




AWARD SUMMARY




	 	 	 
	Award Date and Number of
Shares Subject to Award:

	 	As set forth in the Notice of Agreement.
	 
	 	 
	Vesting Schedule:

	 	All Shares shall vest on the earlier of (a)
the vesting date set forth in the Notice of
Agreement, or (b) on the occurrence of a
merger, consolidation or “corporate
transaction” (of the type described under
Section 424(a) of the Code), but only if
Participant’s service has not Terminated prior
to the occurrence of such event.
	 
	 	 
	Issuance Schedule

	 	The Shares in which the Participant vests
shall be issuable as set forth in Paragraph 5.
However, the actual number of vested Shares to
be issued will be subject to the automatic
Share withholding provisions of Paragraph 5(b)
pursuant to which any taxes required to be
withheld by the Company are to be collected.





2. Limited Transferability. RSUs granted under the Plan, and any interest therein, shall
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 this RSU Agreement and the Plan. Any RSU granted under the Plan 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.



3. Cessation of Service. Should the Participant’s service Terminate for any reason prior
to vesting in one or more Shares subject to the RSU, then the RSUs covering such unvested Shares
will be


A-1









 






immediately cancelled and the Participant shall cease to have any right or entitlement to receive
any Shares under those cancelled RSUs.



4. Adjustment in Shares. Should any change be made to the Common Stock by reason of any
stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination,
reclassification or similar change in the capital structure of the Company without consideration or
if there is a change in the corporate structure, then appropriate adjustments shall be made to the
total number and/or class of securities issuable pursuant to this Award in order to reflect such
change and thereby preclude a dilution or enlargement of benefits hereunder.



5. Issuance of Shares of Common Stock.





a. Within thirty (30) days following the applicable vesting date of any portion of the RSU,
the Company shall issue to or on behalf of the Participant a certificate (which may be in
electronic form) for the applicable number of underlying shares of Common Stock, subject,
however, to the share withholding provisions of Paragraph 5(b) pursuant to which the
applicable withholding taxes are to be collected. In no event shall the date of settlement
be later than two and one half (21/2) months after the later of (i) the end of the Company’s
fiscal year in which the applicable vesting date occurs or (ii) the end of the calendar year
in which the applicable vesting date occurs.




b. On each date vested Shares are to be issued hereunder to the Participant hereunder, if
then required by applicable law the Company shall automatically withhold a portion of those
vested Shares with a Fair Market Value (measured as of the vesting date) equal to the amount
of the applicable withholding taxes; provided, however, that the amount of the Shares so
withheld shall not exceed the amount necessary to satisfy the Company’s required tax
withholding obligations using the minimum statutory withholding rates for federal and state
tax purposes, including payroll taxes, that are applicable to supplemental taxable income.




c. In no event shall fractional shares be issued.




d. The holder of this Award shall not have any stockholder rights, including voting rights,
with respect to the Shares subject to the RSU until the Participant becomes the record
holder of those Shares following their actual issuance and after the satisfaction of the
applicable withholding taxes.


6. Compliance with Laws and Regulations.





a. The issuance of shares of Common Stock pursuant to the RSU shall be subject to compliance
by the Company and Participant with all applicable requirements of law relating thereto and
with all applicable regulations of any securities exchange on which the Common Stock may be
listed for trading at the time of such issuance.




b. The inability of the Company to obtain approval from any regulatory body having authority
deemed by the Company to be necessary to the lawful issuance of any Common Stock hereby
shall relieve the Company of any liability with respect to the non-issuance of the Common
Stock as to which such approval shall not have been obtained. The Company, however, shall
use its best efforts to obtain all such approvals.


7. Successors and Assigns. Except to the extent otherwise provided in this RSU Agreement,
the provisions of this RSU Agreement shall inure to the benefit of, and be binding upon, the
Company and its


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successors and assigns and Participant, Participant’s assigns, the legal representatives, heirs and
legatees of Participant’s estate and any beneficiaries of the RSU designated by Participant.



8. Notices. Any notice required to be given or delivered to the Company under the terms of
this RSU Agreement shall be in writing and addressed to the Company at its principal corporate
offices. Any notice required to be given or delivered to Participant shall be in writing and
addressed to Participant at the address indicated below Participant’s signature line on this RSU
Agreement. All notices shall be deemed effective upon personal delivery or upon deposit in the
U.S. mail, postage prepaid and properly addressed to the party to be notified.



9. Construction. This RSU Agreement and the Award evidenced hereby are made and granted
pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. All
decisions of the Committee with respect to any question or issue arising under the Plan or this RSU
Agreement shall be conclusive and binding on all persons having an interest in the RSU.



10. Governing Law. The interpretation, performance and enforcement of this RSU Agreement
shall be governed by the laws of the State of California without resort to that State’s
conflict-of-laws rules.



11. Excess Shares. If the shares of Common Stock covered by this RSU Agreement exceed, as
of the date the RSU is granted, the number of shares of Common Stock which may without stockholder
approval be issued under the Plan, then the Award shall be void with respect to those excess
Shares, unless stockholder approval of an amendment sufficiently increasing the number of shares of
Common Stock issuable under the Plan is obtained in accordance with the provisions of the Plan.



12. At Will Service. Nothing in this RSU Agreement or in the Plan shall confer upon
Participant any right to continue in the service of the Company for any period of specific duration
or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or
Subsidiary employing or retaining Participant) or of Participant, which rights are hereby expressly
reserved by each, to terminate Participant’s service with the Company at any time for any reason,
with or without cause.



13. Severability. The provisions of this RSU Agreement are severable and if any one or
more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the
remaining provisions shall nevertheless be binding and enforceable.




A-3









 








     IN WITNESS WHEREOF, the parties have executed this RSU Agreement on this                      date of                      
 ,
200_.



	 	 	 	 	 	 	 
	 	 	SYMANTEC CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Vice President, Finance and Chief Accounting Officer	 	 
	 

	 	Address:
	 	20330 Stevens Creek Blvd.	 	 
	 

	 	 	 	Cupertino, CA 95014	 	 
	 
	 	 	 	 	 	 
	 	 	PARTICIPANT
	 
	 	 	 	 	 	 
	 

	 	Signature:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 





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APPENDIX A




DEFINITIONS




The following definitions shall be in effect under the Agreement:



1. Agreement shall mean this RSU Agreement.



2. Award shall mean the award of RSUs made to the Participant pursuant to the terms
of this RSU Agreement.



3. Award Date shall mean the date the RSUs are awarded to Participant pursuant to
the RSU Agreement and shall be the date indicated in Paragraph 1 of the Agreement.



4. Board shall mean the Company’s Board of Directors.



5. Code shall mean the Internal Revenue Code of 1986, as amended.



6.
Committee shall mean the committee appointed by the Board to administer the Plan, or
if no such committee is appointed, the Board.



7. Common Stock shall mean shares of the Company’s common stock, par value $0.01 per
share.



8. Company shall mean Symantec Corporation, a corporation organized under the laws
of the State of Delaware, or any successor corporation.



9. 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 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;
	 
	 	 	(b.)	 	
if such Common Stock is publicly traded but is not quoted 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
	 
	 	 	(c.)	 	
 if none of the foregoing is applicable, by the Committee in good faith.




10.
Notice of Agreement shall mean such notice as provided by the Stock Administration
Department of the Company, or such other applicable department of the Company, providing
Participant with notice of the issuance of a RSU award pursuant to the Plan and terms of
this RSU Agreement.



11. Participant shall mean the person named in the Notice of Agreement relating to
the RSUs covered by this Agreement.



12. Parent shall mean any company (other than the company) in an unbroken chain of
corporations ending with the Company, if at the time of granting an Award under the 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.



13. Plan shall mean the Company’s 2004 Equity Incentive Plan, as the same may be
amended from time to time.



14. Subsidiary shall mean any corporation (other than the Company) in an unbroken
chain of corporations beginning with the Company if, at the time of granting the Award, each
of the corporations other than the last


A-5









 






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.



15. Terminate or Terminated means, for purposes of this Agreement, that
Participant has for any reason ceased to provide services as a member of the Board, 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 Participant has ceased to provide
services and the effective date on which Participant ceased to provide services (the
Termination Date).





A-6