def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
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Preliminary Proxy Statement |
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Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Soliciting Material Pursuant to § 240.14a-12 |
SYMANTEC CORPORATION
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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350 Ellis Street
Mountain View, California 94043
NOTICE OF 2010 ANNUAL MEETING
OF STOCKHOLDERS
To be held on:
September 20,
2010
11:00 a.m. Pacific
Time
Dear Stockholder:
You are cordially invited to attend our 2010 Annual Meeting of
Stockholders, which will be held at 11:00 a.m. (Pacific
Time) on Monday, September 20, 2010. We are pleased to
announce that this years annual meeting will be held
completely virtual. You will be able to attend, vote and submit
your questions during the meeting via live webcast via the
Internet at www.virtualshareholdermeeting.com/symantec.
We are holding the Annual Meeting for the following purposes,
which are more fully described in the proxy statement:
1. To elect the eleven nominees named in the proxy
statement to Symantecs Board of Directors;
2. To ratify the appointment of KPMG LLP as Symantecs
independent registered public accounting firm for the 2011
fiscal year;
3. To approve an amendment to our 2004 Equity Incentive
Plan, as amended, to increase the number of authorized shares
issuable thereunder by 55,000,000 shares;
4. To approve an amendment to our 2008 Employee Stock
Purchase Plan, to increase the number of authorized shares
issuable thereunder by 20,000,000 shares; and
5. To transact such other business as may properly come
before the meeting or any adjournment or postponement thereof.
Only stockholders of record as of the close of business on
July 26, 2010 are entitled to notice and to vote at the
Annual Meeting or any postponement or adjournment thereof. A
list of stockholders entitled to vote will be available for
inspection at our offices for ten days prior to the Annual
Meeting. If you would like to view this stockholder list, please
contact Investor Relations at
(650) 527-5523.
We are pleased to continue our practice of furnishing proxy
materials over the Internet. We believe doing so allows us to
provide our stockholders with the information they need, while
lowering the costs of the delivery of the materials and reducing
the environmental impact of printing and mailing hard copies.
Stockholders who continue to receive hard copies of proxy
materials may help us to reduce costs further by opting to
receive future proxy materials by
e-mail.
Each share of stock that you own represents one vote, and your
vote as a stockholder of Symantec is very important. For
questions regarding your stock ownership, you may contact
Investor Relations at
(650) 527-5523
or, if you are a registered holder, our transfer agent,
Computershare Investor Services, by email through their website
at www.computershare.com/contactus or by phone at
(877) 282-1168
(within the U.S. and Canada) or
(781) 575-2879
(outside the U.S. and Canada).
BY ORDER OF THE BOARD OF DIRECTORS
Scott C. Taylor
Executive Vice President, General
Counsel and Secretary
Mountain View, California
July 30, 2010
Every stockholder vote is important. To assure that your
shares are represented at the Annual Meeting, please vote over
the Internet or by telephone, whether or not you plan to attend
the meeting. If you received a paper proxy card and voting
instructions by mail, you may vote your shares by completing,
dating and signing the enclosed proxy and mailing it promptly in
the postage-paid envelope provided, whether or not you plan to
attend the meeting. You may revoke your proxy at any time before
it is voted.
TABLE OF
CONTENTS
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SYMANTEC
CORPORATION
2010 ANNUAL MEETING OF STOCKHOLDERS
PROXY
STATEMENT
Information
About Solicitation and Voting
The accompanying proxy is solicited on behalf of Symantec
Corporations Board of Directors (the Board)
for use at Symantecs 2010 Annual Meeting of Stockholders
(the Annual Meeting) to be held on Monday,
September 20, 2010, at 11:00 a.m. (Pacific Time), and
any adjournment or postponement thereof. We will provide a live
and re-playable webcast of the Annual Meeting, which will be
available on the events section of our investor relations
website at www.symantec.com/invest.
Internet
Availability of Proxy Materials
Under rules adopted by the U.S. Securities and Exchange
Commission (the SEC), we are furnishing proxy
materials to our stockholders primarily via the Internet,
instead of mailing printed copies of those materials to each
stockholder. On or about August 11, 2010, we expect to send
to our stockholders (other than those who previously requested
electronic or paper delivery) a Notice of Internet Availability
of Proxy Materials (Notice of Internet Availability)
containing instructions on how to access our proxy materials,
including our proxy statement and our annual report. The Notice
of Internet Availability also instructs you on how to access
your proxy card to vote through the Internet or by telephone.
This process is designed to expedite stockholders receipt
of proxy materials, lower the cost of the annual meeting, and
help conserve natural resources. If you previously elected to
receive our proxy materials electronically, you will continue to
receive these materials via
e-mail
unless you elect otherwise. However, if you would prefer to
receive printed proxy materials, please follow the instructions
included in the Notice of Internet Availability.
About the
Annual Meeting
What is
the purpose of the Annual Meeting?
At our Annual Meeting, stockholders will act upon the proposals
described in this proxy statement. In addition, following the
meeting, management will report on the performance of Symantec
and respond to questions from stockholders.
What
proposals are scheduled to be voted on at the meeting?
Stockholders will be asked to vote on four proposals. The
proposals are:
1. The election to the Board of the eleven nominees named
in this proxy statement;
2. The ratification of the appointment of KPMG LLP
(KPMG) as our independent registered public
accounting firm for the 2011 fiscal year;
3. The approval of an amendment to our 2004 Equity
Incentive Plan, as amended, to increase the number of authorized
shares issuable thereunder by 55,000,000 shares; and
4. The approval of an amendment to our 2008 Employee Stock
Purchase Plan, to increase the number of authorized shares
issuable thereunder by 20,000,000 shares.
Could
other matters be decided at the Annual Meeting?
Our Bylaws require that we receive advance notice of any
proposal to be brought before the Annual Meeting by stockholders
of Symantec, and we have not received notice of any such
proposals. If any other matter were to come before the Annual
Meeting, the proxy holders appointed by the Board will have the
discretion to vote on those matters for you.
What is
the recommendation of the Board on each of the proposals
scheduled to be voted on at the meeting?
The Board recommends that you vote FOR each of the
nominees to the Board (Proposal 1), FOR the
ratification of the appointment of KPMG as our independent
registered public accounting firm for the 2011 fiscal year
(Proposal 2); FOR the amendment to our 2004 Equity
Incentive Plan (Proposal 3); and FOR the amendment
to our 2008 Employee Stock Purchase Plan (Proposal 4).
Who can
vote at the Annual Meeting?
Stockholders as of the record date for the meeting,
July 26, 2010, are entitled to vote at the meeting. At the
close of business on the record date, there were outstanding and
entitled to vote 789,267,675 shares of Symantec common
stock.
Stockholder
of Record: Shares Registered in Your Name
If on July 26, 2010, your shares were registered directly
in your name with our transfer agent, Computershare Investor
Services, then you are considered the stockholder of record with
respect to those shares. As a stockholder of record, you may
vote at the meeting or vote by proxy. Whether or not you plan to
attend the meeting, we urge you to vote over the Internet or by
telephone, or if you received paper proxy materials by mail, by
filling out and returning the proxy card.
Beneficial
Owner: Shares Registered in the Name of a Broker or
Nominee
If on July 26, 2010, your shares were held in an account
with a brokerage firm, bank or other nominee, then you are the
beneficial owner of the shares held in street name. As a
beneficial owner, you have the right to direct your nominee on
how to vote the shares held in your account, and it has enclosed
or provided voting instructions for you to use in directing it
on how to vote your shares. However, the organization that holds
your shares is considered the stockholder of record for purposes
of voting at the meeting. Because you are not the stockholder of
record, you may not vote your shares at the meeting unless you
request and obtain a valid proxy from the organization that
holds your shares giving you the right to vote the shares at the
meeting.
Can I
attend the Annual Meeting?
You are invited to attend the Annual Meeting, if you are a
stockholder or record or a beneficial owner as of July 26,
2010, live via the Internet at
www.virtualshareholdermeeting.com/symantec. You must have your
12-Digit
Control Number to enter the meeting. The webcast starts at
11:00 a.m. Pacific Time. You may vote and submit
questions while attending the meeting on the internet.
Instructions on how to attend and participate via the Internet
are posted at www.virtualshareholdermeeting.com/symantec.
Why are
you holding the annual meeting virtual this year?
In alignment with our current cost savings objectives and in
order for us to reach a greater number of investors, we are
offering an interactive webcast of the meeting this year where
you will not only be able to hear the meeting live via live
audio stream, but you will also be able to vote your shares
electronically and submit questions real time.
2
How do I
vote?
If you are a stockholder of record, you may:
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vote at the meeting instructions on how to attend
and vote at the meeting are posted at
www.virtualshareholdermeeting.com/symantec;
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vote via the Internet or via telephone instructions
are shown on your Notice of Internet Availability or proxy
card; or
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vote by mail if you received a paper proxy card and
voting instructions by mail, simply complete, sign and date the
enclosed proxy card and return it before the meeting in the
envelope provided.
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Votes submitted via the Internet or by telephone must be
received by 11:59 p.m., Eastern Time, on September 19,
2010. Submitting your proxy, whether via the Internet, by
telephone or by mail if you received a paper proxy card, will
not affect your right to vote at the meeting should you decide
to attend the meeting.
If you are not the stockholder of record, please refer to the
voting instructions provided by your nominee to direct it how to
vote your shares.
Your vote is important. Whether or not you plan to attend the
meeting, we urge you to vote by proxy to ensure that your vote
is counted. You may still attend the meeting if you have already
voted by proxy.
How many
votes do I have?
You are entitled to one vote for each share of Symantec common
stock held as of July 26, 2010, the record date.
What is
the quorum requirement for the meeting?
A majority of our outstanding shares as of the record date must
be present at the meeting in order to hold the meeting and
conduct business. This presence is called a quorum. Your shares
are counted as present at the meeting if you are present and
vote in person at the meeting or if you have properly submitted
a proxy.
How are
abstentions and broker non-votes treated?
Abstentions (shares present at the meeting and voted
abstain) are counted for purposes of determining
whether a quorum is present, and have no effect on the election
of directors. For the purpose of determining whether the
stockholders have approved all other matters, abstentions have
the same effect as an against vote.
Broker non-votes occur when shares held by a broker for a
beneficial owner are not voted either because (i) the
broker did not receive voting instructions from the beneficial
owner, or (ii) the broker lacked discretionary authority to
vote the shares. Broker non-votes are counted for purposes of
determining whether a quorum is present, and have no effect on
the matters voted upon. Note that under a recent rule change, if
you are a beneficial holder and do not provide specific voting
instructions to your broker, the broker that holds your shares
will not be authorized to vote on the election of directors, nor
will the broker be authorized to vote on Proposal nos. 3 and 4.
Accordingly, we encourage you to provide voting instructions to
your broker, whether or not you plan to attend the meeting.
What is
the vote required for each proposal?
The votes required to approve each proposal are as follows:
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Proposal No. 1 (Election of
Directors). Each director must be elected by a
majority of the votes cast, meaning that the number of shares
entitled to vote on the election of directors and represented in
person or by proxy at the Annual Meeting casting their votes
FOR a director must exceed the number of votes
AGAINST a director.
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Proposal Nos. 2, 3 and 4. Approval
of each of Proposals 2, 3 and 4 requires the affirmative
FOR vote of a majority of those shares present in
person or represented by proxy and entitled to vote on this
proposal at the Annual Meeting.
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What if I
return a proxy card but do not make specific choices?
All proxies will be voted in accordance with the instructions
specified on the proxy card. If you received a Notice of
Internet Availability, please follow the instructions included
on the notice on how to access your proxy card and vote over the
Internet or by telephone. If you sign a physical proxy card and
return it without instructions as to how your shares should be
voted on a particular proposal at the meeting, your shares will
be voted in accordance with the recommendations of our Board
stated above.
If you do not vote and you hold your shares in street name, and
your broker does not have discretionary power to vote your
shares, your shares may constitute broker non-votes
(as described above) and will not be counted in determining the
number of shares necessary for approval of the proposals.
However, shares that constitute broker non-votes will be counted
for the purpose of establishing a quorum for the meeting. Voting
results will be tabulated and certified by the inspector of
elections appointed for the meeting.
Who is
paying for this proxy solicitation?
The expenses of soliciting proxies will be paid by Symantec.
Following the original mailing of the proxies and other
soliciting materials, Symantec and its agents may solicit
proxies by mail, electronic mail, telephone, facsimile, by other
similar means, or in person. Our directors, officers, and other
employees, without additional compensation, may solicit proxies
personally or in writing, by telephone,
e-mail, or
otherwise. Following the original mailing of the proxies and
other soliciting materials, Symantec will request brokers,
custodians, nominees and other record holders to forward copies
of the proxy and other soliciting materials to persons for whom
they hold shares and to request authority for the exercise of
proxies. In such cases, Symantec, upon the request of the record
holders, will reimburse such holders for their reasonable
expenses. If you choose to access the proxy materials
and/or vote
over the Internet, you are responsible for any Internet access
charges you may incur.
What does
it mean if I receive more than one proxy card or Notice of
Internet Availability?
If you receive more than one proxy card or Notice of Internet
Availability, your shares are registered in more than one name
or are registered in different accounts. To make certain all of
your shares are voted, please follow the instructions included
on the Notice of Internet Availability on how to access each
Proxy card and vote each proxy card over the Internet or by
telephone. If you received paper proxy materials by mail, please
complete, sign and return each proxy card to ensure that all of
your shares are voted.
How can I
change my vote after submitting my proxy?
A stockholder who has given a proxy may revoke it at any time
before it is exercised at the meeting by:
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delivering to the Corporate Secretary of Symantec (by any means,
including facsimile) a written notice stating that the proxy is
revoked;
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signing and delivering a proxy bearing a later date;
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voting again over the Internet or by telephone; or
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attending and voting at the meeting (although attendance at the
meeting will not, by itself, revoke a proxy).
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Please note, however, that if your shares are held of record by
a broker, bank or other nominee and you wish to revoke a proxy,
you must contact that firm to revoke any prior voting
instructions.
How can I
get electronic access to the proxy materials?
The Notice of Internet Availability will provide you with
instructions regarding how to:
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view our proxy materials for the Annual Meeting over the
Internet; and
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instruct us to send our future proxy materials to you
electronically by email.
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Choosing to receive your future proxy materials by email will
save us the cost of printing and mailing documents to you and
will reduce the impact of our annual meetings of stockholders on
the environment. If you choose to receive future proxy materials
by email, you will receive an email next year with instructions
containing a link to those materials and a link to the proxy
voting site. Your election to receive proxy materials by email
will remain in effect until you terminate it.
Where can
I find the voting results?
The preliminary voting results will be announced at the Annual
Meeting and posted on our website at
www.symantec.com/invest. The final results will be
tallied by the inspector of elections and filed with the
U.S. Securities and Exchange Commission (SEC) in a current
report on
Form 8-K
within four business days of the Annual Meeting.
5
CORPORATE
GOVERNANCE STANDARDS AND DIRECTOR INDEPENDENCE
Symantec is strongly committed to good corporate governance
practices. These practices provide an important framework within
which our Board and management can pursue our strategic
objectives for the benefit of our stockholders.
Corporate
Governance Standards
Our Corporate Governance Standards generally specify the
distribution of rights and responsibilities of the Board,
management and stockholders, and detail the rules and procedures
for making decisions on corporate affairs. In general, the
stockholders elect the Board and vote on certain extraordinary
matters; the Board is responsible for the general governance of
the Company, including selection of key management; and
management is responsible for running the
day-to-day
operations of the Company.
Our Corporate Governance Standards are available on the Investor
Relations section of our website, which is located at
www.symantec.com/invest, by clicking on Company
Charters, under Corporate Governance. The
Corporate Governance Standards are reviewed at least annually by
our Nominating and Governance Committee, and changes are
recommended to our Board for approval as appropriate. The
fundamental premise of our board-level corporate governance
standards is the independent nature of our Board and its
responsibility to our stockholders.
Code of
Conduct and Code of Ethics
We have adopted a code of conduct that applies to all of our
Board members, officers and employees. We have also adopted a
code of ethics for our Chief Executive Officer and senior
financial officers, including our principal financial officer
and principal accounting officer. Our Code of Conduct and
Code of Ethics for Chief Executive Officer and Senior
Financial Officers are posted on the Investor Relations
section of our website located at
www.symantec.com/invest, by clicking on Company
Charters, under Corporate Governance. Any
amendments or waivers of our Code of Conduct and Code
of Ethics for Chief Executive Officer and Senior Financial
Officers pertaining to a member of our Board or one of our
executive officers will be disclosed on our website at the
above-referenced address.
Majority
Vote Standard and Director Resignation Policy
Our Bylaws and Corporate Governance Standards provide for a
majority voting standard for the election of directors. Under
the majority vote standard, each nominee must be elected by a
majority of the votes cast by the shares present in person or
represented by proxy and entitled to vote at any meeting for the
election of directors at which a quorum is present. A
majority of the votes cast means the votes cast
for a nominees election must exceed the votes
cast against that nominees election. A
plurality voting standard will apply instead of the majority
voting standard if: (i) a stockholder has provided us with
notice of a nominee for director in accordance with our Bylaws;
and (ii) that nomination has not been withdrawn as of
10 days before we first deliver proxy materials to
stockholders.
To effectuate this policy with regard to incumbent directors,
the Board will not nominate an incumbent director for
re-election unless prior to such nomination the director has
agreed to promptly tender a resignation if such director fails
to receive a sufficient number of votes for re-election at the
stockholder meeting with respect to which such nomination is
made. Such resignation will be effective upon the earlier of
(i) the Boards acceptance of such resignation or
(ii) the 90th day after certification of the election
results of the meeting; provided, however, that prior to
the effectiveness of such resignation the Board may reject such
resignation and permit the director to withdraw such resignation.
If an incumbent director fails to receive the required vote for
re-election, the Nominating and Governance Committee shall act
on an expedited basis to determine whether to recommend
acceptance or rejection of the directors resignation and
will submit such recommendation for prompt consideration by the
Board. The Board intends to act promptly on the Committees
recommendation and will decide to accept or reject such
resignation and publicly disclose its decision within
90 days from the date of certification of the election
results. The Nominating
6
and Governance Committee and the Board may consider such factors
they deem relevant in deciding whether to accept or reject a
resignation tendered in accordance with this policy. The Board
expects a director whose resignation is under consideration to
abstain from participating in any decision regarding the
resignation.
Stock
Ownership Guidelines
It is the policy of the Board that our directors and officers
interests align with those of our stockholders. In furtherance
of this policy, our Board adopted stock ownership guidelines to
better align our directors interests with those of our
stockholders. Details of our directors stock ownership
guidelines are disclosed under Director Compensation on
page 18, and details of our executive officers stock
ownership guidelines are disclosed under Stock Ownership
Requirements on page 47. The Nominating and Governance
Committee oversees the establishment of the ownership standards.
Separate
Chairman and CEO
Although our Board does not have a policy on whether the roles
of Chief Executive Officer and Chairman should be separate, the
positions did separate in April 2009 upon Enrique Salems
appointment as President and CEO and John W. Thompsons
continuation as Chairman.
Lead
Independent Director
The Lead Independent Director of the Board is chosen by the
independent directors of the Board, and has the general
responsibility to preside at all meetings of the Board when the
Chairman is not present and executive sessions of the Board
without management present. Robert S. Miller has served as the
Lead Independent Director since April 22, 2003.
Board
Independence
It is the policy of the Board and NASDAQs rules require
listed companies to have a board of directors with at least a
majority of independent directors, as defined under
NASDAQs Marketplace Rules. Currently, each member of our
Board, other than our Chief Executive Officer, Enrique Salem,
and our Chairman of the Board, John W. Thompson, is an
independent director and all standing committees of the Board
are composed entirely of independent directors, in each case
under NASDAQs independence definition. The NASDAQ
independence definition includes a series of objective tests,
such as that the director is not an employee of the Company and
has not engaged in various types of business dealings with the
Company. In addition, the Board has made a subjective
determination as to each independent director that no
relationship exists which, in the opinion of the Board, would
interfere with the exercise of independent judgment in carrying
out the responsibilities of a director. In making these
determinations, the directors reviewed and discussed information
provided by the directors and the Company with regard to each
directors business and other activities as they may relate
to Symantec and our management. Based on this review and
consistent with our independence criteria, the Board has
affirmatively determined that the following directors are
independent: Stephen M. Bennett, Michael A. Brown, William T.
Coleman, Frank E. Dangeard, Geraldine B. Laybourne, David L.
Mahoney, Robert S. Miller, Daniel H. Schulman, and V. Paul Unruh.
Change in
Director Occupation
Our Corporate Governance Standards include a policy that our
Board should consider whether a change in any directors
professional responsibilities directly or indirectly impacts
that persons ability to fulfill his or her directorship
obligations. To facilitate the Boards consideration, all
directors shall submit a resignation as a matter of course upon
retirement, a change in employer, or other significant change in
their professional roles and responsibilities. Such resignation
may be accepted or rejected in the discretion of the Board.
Outside
Advisors
The Board and its committees are free to engage independent
outside financial, legal and other advisors as they deem
necessary to provide advice and counsel on various topics or
issues, at Symantecs expense, and are provided full access
to our officers and employees.
7
Board and
Committee Effectiveness
It is important to Symantec that our Board and its committees
are performing effectively and in the best interests of Symantec
and its stockholders. An evaluation of the Boards and its
committees operations and performance is conducted
annually by the Nominating and Governance Committee. Changes are
recommended by the Nominating and Governance Committee for
approval by the full Board as appropriate.
Boards
Role in Risk Oversight
The Board executes its risk management responsibility directly
and through its committees. The Audit Committee has primary
responsibility for overseeing the Companys enterprise risk
management process. The Audit Committee receives updates and
discusses individual and overall risk areas during its meetings,
including the Companys financial risk assessments, risk
management policies and major financial risk exposures and the
steps management has taken to monitor and control such
exposures. The Compensation Committee oversees risks associated
with our compensation policies and practices with respect to
both executive compensation and compensation generally. The
Compensation Committee receives reports and discusses whether
Symantecs compensation policies and practices create risks
that are reasonably likely to have a material adverse effect on
the Company.
The Board is kept abreast of its committees risk oversight
and other activities via reports of the committee chairmen to
the full Board during the Board meetings.
Board
Structure and Meetings
The Board and its committees meet throughout the year on a set
schedule, and also hold special meetings and act by written
consent from time to time. The Board held a total of seven
meetings during the fiscal year ended April 2, 2010. During
this time, no directors attended fewer than 75% of the aggregate
of the total number of meetings held by the Board and the total
number of meetings held by all committees of the Board on which
such director served (during the period which such director
served).
Agendas and topics for Board and committee meetings are
developed through discussions between management and members of
the Board and its committees. Information and data that is
important to the issues to be considered are distributed in
advance of each meeting. Board meetings and background materials
focus on key strategic, operational, financial, governance and
compliance matters applicable to us, including the following:
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Reviewing annual and longer-term strategic and business plans;
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Reviewing key product, industry and competitive issues;
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Reviewing and determining the independence of our directors;
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Reviewing and determining the qualifications of directors to
serve as members of committees, including the financial
expertise of members of the Audit Committee;
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Selecting and approving director nominees;
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Selecting, evaluating and compensating the Chief Executive
Officer;
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Reviewing and discussing succession planning for the senior
management team, and for lower management levels to the extent
appropriate;
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Reviewing and approving material investments or divestitures,
strategic transactions and other significant transactions that
are not in the ordinary course of business;
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Evaluating the performance of the Board;
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Overseeing our compliance with legal requirements and ethical
standards; and
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Overseeing our financial results.
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8
Executive
Sessions
After each regularly scheduled Board meeting, the independent
members of our Board hold a separate closed meeting, referred to
as an executive session, which is generally led by
the Lead Independent Director. These executive sessions are used
to discuss such topics as the independent directors deem
necessary or appropriate. At least annually, the independent
directors will hold an executive session to evaluate the Chief
Executive Officers performance and compensation.
Succession
Planning
Our Board recognizes the importance of effective executive
leadership to Symantecs success, and meets to discuss
executive succession planning at least annually.
9
BOARD
COMMITTEES AND THEIR FUNCTIONS
There are three primary committees of the Board: the Audit
Committee, Compensation Committee and Nominating and Governance
Committee. The Board has delegated various responsibilities and
authorities to these different committees, as described below
and in the committee charters. The Board committees regularly
report on their activities and actions to the full Board. Each
member of the Audit Committee, Compensation Committee and
Nominating and Governance Committee was appointed by the Board.
Each of the Board committees has a written charter approved by
the Board and available on our website at
www.symantec.com/invest, by clicking on Company
Charters, under Corporate Governance.
Audit
Committee
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Members: |
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William T. Coleman III (effective April 3, 2010)
Frank E. Dangeard
David L. Mahoney
Robert S. Miller
V. Paul Unruh (Chair) |
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Number of Meetings in Fiscal Year 2010: |
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8 |
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Independence: |
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Each member is an independent director as defined by current
NASDAQ listing standards for Audit Committee membership. |
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Functions: |
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To oversee our accounting and financial reporting processes and
the audits of our financial statements, including oversight of
our systems of internal controls and disclosure controls and
procedures, compliance with legal and regulatory requirements,
internal audit function and the appointment and compensation of
our independent registered public accounting firm; |
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To review and evaluate the independence and performance of our
independent registered public accounting firm; and |
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To facilitate communication among our independent registered
public accounting firm, our financial and senior management and
our Board. |
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Financial Experts: |
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Our Board has unanimously determined that all Audit Committee
members are financially literate under current NASDAQ listing
standards, and at least one member has financial sophistication
under NASDAQ listing standards. In addition, our Board has
unanimously determined that V. Paul Unruh qualifies as an
audit committee financial expert under SEC rules and
regulations. Designation as an audit committee financial
expert is an SEC disclosure requirement and does not
impose any additional duties, obligations or liability on any
person so designated. |
Compensation
Committee
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Members: |
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Stephen M. Bennett (effective April 3, 2010)
Michael A. Brown
Geraldine B. Laybourne
David L. Mahoney
Daniel H. Schulman (Chair) |
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Number of Meetings in Fiscal Year 2010: |
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5 |
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Independence: |
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Each member is an independent director as defined by current
NASDAQ listing standards. |
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Functions: |
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To review and recommend to the independent directors of our
Board all compensation arrangements for our Chief Executive
Officer; |
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To review and approve all compensation arrangements for our
other executive officers; |
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To review the overall strategy for employee compensation
including review of compensation-related risk management; |
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To administer our equity incentive plans; |
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To review and recommend to the Board compensation for
non-employee members of the Board; and |
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To review and discuss with management the Companys
disclosures under the caption Compensation Discussion and
Analysis for use in our proxy statements and reports filed
with the SEC. |
The Compensation Committee has retained Mercer, an outside
consulting firm, to provide advice and ongoing recommendations
on executive compensation matters. The Compensation Committee
consulted with Mercer on certain executive compensation matters
during fiscal year 2010. As the Compensation Committee requested
and to assist the Compensation Committee as it made decisions
with respect to compensation matters, Mercer provided certain
qualitative and quantitative information regarding compensatory
practices in the market for executive talent, analyzed existing
Symantec executive compensation arrangements, and was available
to the Compensation Committee to provide technical and other
information it requested in connection with performing its
function throughout the fiscal year 2010. Mercers role
during fiscal year 2010 is further discussed in the Compensation
Discussion & Analysis section (beginning on
page 38).
Nominating
and Governance Committee
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Members: |
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Michael A. Brown (Chair)
Frank E. Dangeard
Robert S. Miller
Daniel H. Schulman
V. Paul Unruh |
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Number of Meetings in Fiscal Year 2010: |
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4 |
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Independence: |
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Each member is an independent director as defined by current
NASDAQ listing standards. |
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Functions: |
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To identify, consider and nominate candidates for membership on
our Board; |
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To develop, recommend and evaluate corporate governance
standards and a code of business conduct and ethics applicable
to our Company; |
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To implement and oversee a process for evaluating our Board,
Board committees (including the Nominating and Governance
Committee) and oversee our Boards evaluation of our Chief
Executive Officer; |
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To make recommendations regarding the structure and composition
of our Board and Board committees; and |
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To advise the Board on corporate governance matters. |
11
DIRECTOR
NOMINATIONS AND COMMUNICATION WITH DIRECTORS
Criteria
for Nomination to the Board
The Nominating and Governance Committee will consider candidates
submitted by Symantec stockholders, as well as candidates
recommended by directors and management, for nomination to the
Board. The Nominating and Governance Committee has generally
identified nominees based upon suggestions by outside directors,
management and executive recruiting firms. The goal of the
Nominating and Governance Committee is to assemble a Board that
offers a diverse portfolio of perspectives, backgrounds,
experiences, knowledge and skills derived from high-quality
business and professional experience. The Nominating and
Governance Committee annually reviews the appropriate skills and
characteristics required of directors in the context of the
current composition of the Board, our operating requirements and
the long-term interests of our stockholders.
The key attributes, experience and skills we consider important
for our directors in light of our current business and structure
are:
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Leadership Experience. Directors who have
served in senior leadership positions are important to us,
because they bring experience and perspective in analyzing,
shaping, and overseeing the execution of important operational
and policy issues at a senior level.
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Public Company Board Experience. Directors who
have served on other public company boards can offer advice and
insights with regard to the dynamics and operation of a board of
directors; the relations of a board to the CEO and other
management personnel; the importance of particular agenda and
oversight matters; and oversight of a changing mix of strategic,
operational, and compliance-related matters.
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Mergers and Acquisitions (M&A)
Experience. Directors who have a background in
M&A transactions can provide insight into developing and
implementing strategies for growing our business through
combination with other organizations.
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Financial Expertise. Knowledge of financial
markets, financing operations, and accounting and financial
reporting processes is important because it assists our
directors in understanding, advising, and overseeing
Symantecs capital structure, financing and investing
activities, financial reporting, and internal control of such
activities.
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Industry and Technology Expertise. Since we
are a technology and software provider, education or experience
in relevant technology is useful in understanding our research
and development efforts, competing technologies, the various
products and processes that we develop, and the market segments
in which we compete.
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Global Expertise. We are a global organization
with offices in many countries. Directors with global expertise
can provide a useful business and cultural perspective regarding
many significant aspects of our business.
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Legal Expertise. Directors who have legal
education and experience can assist the Board in fulfilling its
responsibilities related to the oversight of Symantecs
legal and regulatory compliance.
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Process
for Identifying and Evaluating Nominees
The Nominating and Governance Committee considers candidates by
first evaluating the current members of the Board who intend to
continue in service, balancing the value of continuity of
service with that of obtaining new perspectives, skills and
experience. If the Nominating and Governance Committee
determines that an opening exists, it identifies the desired
skills and experience of a new nominee, including the need to
satisfy rules of the SEC and NASDAQ.
The Nominating and Governance Committee generally will evaluate
each candidate based on the extent to which the candidate
contributes to the range of talent, skill and expertise
appropriate for the Board generally, as well as the
candidates integrity, business acumen, diversity,
availability, independence of thought, and overall ability to
represent the interests of Symantecs stockholders. The
Nominating and Governance Committee does not assign
12
specific weights to particular criteria, and no particular
criterion is necessarily applicable to all prospective nominees.
Although the Nominating and Governance Committee uses these and
other criteria as appropriate to evaluate potential nominees, it
has no stated minimum criteria for nominees. In addition, we do
not have a formal written policy with regard to the
consideration of diversity in identifying candidates; however,
as discussed above, diversity is one of the numerous criteria
the Nominating and Governance Committee reviews before
recommending a candidate. We have from time to time engaged, for
a fee, a search firm to identify and assist the Nominating and
Governance Committee with identifying, evaluating and screening
Board candidates for Symantec and may do so in the future.
Stockholder
Proposals for Nominees
The Nominating and Governance Committee will consider potential
nominees properly submitted by stockholders. Stockholders
seeking to do so should provide the information set forth in our
corporate Bylaws regarding director nominations. The Nominating
and Governance Committee will apply the same criteria for
candidates proposed by stockholders as it does for candidates
proposed by management or other directors.
To be considered for nomination by the Nominating and Governance
Committee at next years annual meeting of stockholders,
submissions by stockholders must be submitted by mail and must
be received by the Corporate Secretary no later than
April 13, 2011 to ensure adequate time for meaningful
consideration by the Nominating and Governance Committee. Each
submission must include the following information:
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the full name and address of the candidate;
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the number of shares of Symantec common stock beneficially owned
by the candidate;
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a certification that the candidate consents to being named in
the proxy statement and intends to serve on the Board if
elected; and
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biographical information, including work experience during the
past five years, other board positions, and educational
background, such as is provided with respect to nominees in this
proxy statement.
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Information regarding requirements that must be followed by a
stockholder who wishes to make a stockholder nomination for
election to the Board for next years annual meeting is
described in this proxy statement under Additional
Information Stockholder Proposals for the 2011
Annual Meeting.
Contacting
the Board of Directors
Any stockholder who wishes to contact members of our Board may
do so by mailing written communications to:
Symantec Corporation
350 Ellis Street
Mountain View, California 94043
Attn: Corporate Secretary
The Corporate Secretary will review all such correspondence and
provide regular summaries to the Board or to individual
directors, as relevant, will retain copies of such
correspondence for at least six months, and make copies of such
correspondence available to the Board or individual directors
upon request. Any correspondence relating to accounting,
internal controls or auditing matters will be handled in
accordance with Symantecs policy regarding accounting
complaints and concerns.
Attendance
of Board Members at Annual Meetings
The Board does not have a formal policy with respect to Board
member attendance at our annual meetings of stockholders, as
historically very few stockholders have attended our annual
meeting of stockholders. Three directors attended our 2009
Annual Meeting of Stockholders in person or by telephone.
13
PROPOSAL NO. 1
ELECTION
OF DIRECTORS
Our Board consists of eleven directors, each of whom is
nominated for election at the Annual Meeting, including nine
independent directors, one member of our senior management and
our former Chief Executive Officer. Each director is elected to
serve a one-year term, with all directors subject to annual
election. At the recommendation of the Nominating and Governance
Committee, the Board has nominated the following eleven persons
to serve as directors for the term beginning at the Annual
Meeting on September 20, 2010: Stephen M. Bennett, Michael
A. Brown, William T. Coleman, Frank E. Dangeard, Geraldine B.
Laybourne, David L. Mahoney, Robert S. Miller, Enrique Salem,
Daniel H. Schulman, John W. Thompson and V. Paul Unruh.
Mr. Bennett was recommended by the Nominating and
Governance Committee after an extensive and careful search was
conducted by a global search firm, and numerous candidates were
considered.
Unless proxy cards are otherwise marked, the persons named as
proxies will vote all proxies FOR the election of each
nominee named in this section. Proxies submitted to Symantec
cannot be voted at the Annual Meeting for nominees other than
those nominees named in this proxy statement. However, if any
director nominee is unable or unwilling to serve at the time of
the Annual Meeting, the persons named as proxies may vote for a
substitute nominee designated by the Board. Alternatively, the
Board may reduce the size of the Board. Each nominee has
consented to serve as a director if elected, and the Board does
not believe that any nominee will be unwilling or unable to
serve if elected as a director. Each director will hold office
until the next annual meeting of stockholders and until his or
her successor has been duly elected and qualified or until his
or her earlier resignation or removal.
Nominees
for Director
The names of each nominee for director, their ages as of
July 2, 2010, and other information about each nominee is
shown below.
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Director
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Nominee
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Age
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Principal Occupation
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Since
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John W. Thompson
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61
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Chairman of the Board of Directors
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1999
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Stephen M. Bennett
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56
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Director
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2010
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Michael A. Brown
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51
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Chairman of the Board, Line 6, Inc.
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2005
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William T. Coleman
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62
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Operating Partner, Alsop Louie Partners
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2003
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Frank E. Dangeard
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52
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Managing Partner, Harcourt
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2007
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Geraldine B. Laybourne
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63
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Director
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2008
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David L. Mahoney
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56
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Director
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2003
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Robert S. Miller
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68
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Chairman of American International Group
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1994
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Enrique Salem
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44
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President and Chief Executive Officer
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2009
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Daniel H. Schulman
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52
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President, Prepaid Group, Sprint Nextel Corp
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2000
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V. Paul Unruh
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61
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Director
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2005
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Mr. Thompson has served as Chairman of the Board
since April 1999. He has been Chief Executive Officer of Virtual
Instruments, a virtual infrastructure optimization company,
since May 2010. Mr. Thompson served as our Chief Executive
Officer from April 1999 to April 2009 and as President from
April 1999 to January 2002. Mr. Thompson joined Symantec
after 28 years at International Business Machines
Corporation (IBM), a global information technology company,
where he held senior executive positions in sales, marketing and
software development. He last served as a general manager of IBM
Americas and a member of the companys Worldwide Management
Council. Mr. Thompson is a member of the board of directors
of Seagate Technology, Inc. and United Parcel Service, Inc. He
has previously served as a director of a variety of companies,
including NiSource, Inc. Mr. Thompson holds a
bachelors degree from Florida A&M University and a
masters degree from MITs Sloan School of Management.
14
Mr. Thompson, as our former Chief Executive Officer for the
past ten years, helped Symantec transform into a leader in
security, storage and systems management solutions.
Mr. Thompson brings extensive leadership and industry and
technology expertise to Symantec based on the combination of his
experiences at Symantec, IBM and other technology companies.
Mr. Bennett has served as a member of our Board
since February 2010. Mr. Bennett was Chief Executive
Officer of Intuit, Inc. from January 2000 to January 2008. Prior
to Intuit, Mr. Bennett was at General Electric Corporation
(GE) for 23 years. From December 1999 to January 2000, he
was an executive vice president and a member of the board of
directors of GE Capital, the financial services subsidiary of
GE. From July 1999 to November 1999, he was President and Chief
Executive Officer of GE Capital
e-Business,
and he was President and Chief Executive Officer of GE Capital
Vendor Financial Services from April 1996 through June 1999.
Mr. Bennett also serves as a director of Qualcomm and two
private companies. He has previously served as a director of a
variety of companies, including Intuit, Inc. and Sun
Microsystems, Inc. He holds a degree in finance and real estate
from the University of Wisconsin.
Mr. Bennett brings to the Board extensive leadership,
consumer industry and technical experience through his former
role as CEO of Intuit, executive management positions at GE and
service on technology boards.
Mr. Brown has served as a member of our Board since
July 2005 following the acquisition of Veritas. Mr. Brown
had served on the Veritas board of directors since 2003.
Mr. Brown is currently the Chairman of Line 6, Inc., a
provider of musical instruments, amplifiers and audio gear that
incorporate digital signal processing. From 1984 until September
2002, Mr. Brown held various senior management positions at
Quantum Corporation, a leader in computer storage products, and
most recently as Chief Executive Officer from 1995 to 2002 and
Chairman of the Board from 1998 to 2003. Mr. Brown is a
member of the board of directors of Quantum Corporation and two
private companies. He has previously served as a director of a
variety of companies, including Digital Impact and Nektar
Therapeutics. Mr. Brown holds a masters of business
administration from Stanford Business School and a
bachelors degree from Harvard University.
Mr. Brown brings to the Board extensive leadership and
software and storage management experience through his
leadership and directorship roles. Also, Mr. Brown has
extensive corporate governance and compensation knowledge from
serving on corporate governance and compensation committees for
several public and private companies.
Mr. Coleman has served as a member of our Board
since January 2003. He has been an Operating Partner of Alsop
Louie Partners, a venture fund that invests primarily in early
stage technology, since June 2010. Mr. Coleman was a
founder, the Chairman of the Board and Chief Executive Officer
of Cassatt Corporation, a provider of solutions to automate
information technology operations, from August 2003 to June
2009. Previously Mr. Coleman was co-founder of BEA Systems,
Inc., an enterprise application and service infrastructure
software provider, where he served as Chairman of the Board from
that companys inception in 1995 until August 2002, Chief
Strategy Officer from October 2001 to August 2002, and Chief
Executive Officer from 1995 to October 2001. Mr. Coleman is
a member of the board of directors of Nexant, Inc. He has
previously served as a director of a variety of companies,
including Cassatt Corporation and Palm, Inc. Mr. Coleman
holds a bachelors degree in computer science from the
U.S. Air Force Academy and masters degrees in
computer science and computer engineering from Stanford
University. He also has an honorary doctorate from the
University of Colorado.
Mr. Coleman brings extensive experience in the computer and
software industry to the Board, and is a recognized industry
expert and visionary in enterprise infrastructure software.
Mr. Dangeard has served as a member of our Board
since January 2007. He has been the Managing Partner of
Harcourt, an advisory and investment firm, since March 2008.
Mr. Dangeard was Chairman and Chief Executive Officer of
Thomson S.A., a provider of digital video technologies,
solutions and services, from September 2004 to February 2008.
From September 2002 to September 2004, he was Senior Executive
Vice President of France Telecom, a global telecommunications
operator. From 1997 to 2002, Mr. Dangeard was Senior
Executive Vice President of Thomson and Vice Chairman in 2000.
Prior to joining Thomson, Mr. Dangeard was managing
director of SG Warburg & Co. Ltd. from 1989 to 1997,
and Chairman of SG Warburg France from 1995 to 1997. Prior to
that, Mr. Dangeard was a lawyer with Sullivan &
Cromwell LLP, in New York and London. Mr. Dangeard also
serves on
15
the boards of Moser Baer and Sonaecom SGPA. He is also
non-executive Chairman of Atari. Mr. Dangeard has
previously served as a director of a variety of companies,
including Thomson S.A. and Electricité de France S.A. He
graduated from the École des Hautes Études
Commerciales, the Paris Institut dÉtudes Politiques
and from the Harvard Law School.
Mr. Dangeard brings to the board extensive leadership,
financial, international and legal expertise through his various
leadership and directorship roles in international public
companies.
Ms. Laybourne has served as a member of our Board
since January 2008. She founded Oxygen Media in 1998 and served
as its Chairman and Chief Executive Officer until November 2007
when the network was acquired by NBC Universal. Prior to
starting Oxygen Media, Ms. Laybourne spent 16 years at
Nickelodeon. From 1996 to 1998, Ms. Laybourne was President
of Disney/ABC Cable Networks where she was responsible for
overseeing cable programming for the Walt Disney Company and
ABC. Ms. Laybourne also serves on the boards of Electronic
Arts, Inc., J.C. Penney Company, Inc. and Move, Inc. She earned
a bachelor of arts degree in art history from Vassar College and
a master of science degree in elementary education from the
University of Pennsylvania.
Ms. Laybourne brings to the board extensive senior
leadership and consumer market experience through her former CEO
and senior management roles.
Mr. Mahoney has served as a member of our Board
since April 2003. Mr. Mahoney previously served as co-Chief
Executive Officer of McKesson HBOC, Inc., a healthcare services
company, and as Chief Executive Officer of iMcKesson LLC, also a
healthcare services company, from July 1999 to February 2001.
Mr. Mahoney is a member of the board of directors of
Corcept Therapeutics Incorporated, and several private and
non-profit organizations. He has previously served as a director
of a variety of companies, including Tercica Incorporated.
Mr. Mahoney has a bachelors degree from Princeton
University and a masters of business administration from
Harvard University.
Mr. Mahoney brings to the Board significant knowledge in
mergers and acquisitions, strategy development and technology
through his extensive experience at McKesson, McKinsey and as a
direct investor in web 2.0 companies.
Mr. Miller has served as a member of our Board since
September 1994. Mr. Miller is currently the Chairman of
American International Group (AIG), an insurance and financial
services organization, and MidOcean Partners, a private equity
firm specializing in leveraged buyouts, recapitalizations and
growth capital investments in middle-market companies.
Mr. Miller served as Executive Chairman of Delphi
Corporation, an auto parts supplier from January 2007 until
November 2009 and as Chairman and Chief Executive Officer from
July 2005 until January 2007. From January 2004 to June 2005,
Mr. Miller was non-executive Chairman of Federal Mogul
Corporation, an auto parts supplier. From September 2001 until
December 2003, Mr. Miller was Chairman and Chief Executive
Officer of Bethlehem Steel Corporation, a large steel producer.
Prior to joining Bethlehem Steel, Mr. Miller served as
Chairman and Chief Executive Officer on an interim basis upon
the departure of Federal Moguls top executive in September
2000. Delphi Corporation and certain of its subsidiaries filed
voluntary petitions for reorganization under the United States
Bankruptcy Code in October 2005, and Federal Mogul Corporation
and Bethlehem Steel Corporation and certain of their
subsidiaries, filed voluntary petitions for reorganization under
the United States Bankruptcy Code in October 2001.
Mr. Miller is a member of the board of directors of UAL
Corporation and two private companies. Mr. Miller has
previously served as a director of a variety of companies,
including Delphi Corporation. Mr. Miller earned a degree in
economics from Stanford University, a law degree from Harvard
Law School and a masters of business administration,
majoring in finance from Stanford Business School.
Mr. Miller brings to the Board extensive leadership,
management and operational expertise through his executive
leadership and directorship roles at a number of public
companies.
Mr. Salem has served as a member of our Board since
April 2009. Mr. Salem has served as our President and Chief
Executive Officer since April 2009. From January 2008 to April
2009, Mr. Salem served as our Chief Operating Officer, and
as Group President, Worldwide Sales and Marketing from April
2007 to January 2008. From May 2006 to April 2007,
Mr. Salem served as our Group President, Consumer Products.
Mr. Salem previously served as Senior Vice President,
Consumer Products and Solutions from February 2006 to May 2006,
Senior Vice President, Security Products and Solutions from
January 2006 to February 2006, and as Senior Vice President,
Network and Gateway Security Solutions from June 2004 to
February 2006. Prior to joining Symantec, from April
16
2002 to June 2004, he was President and Chief Executive Officer
of Brightmail Incorporated, an anti-spam software company that
was acquired by Symantec. From January 2001 to April 2002,
Mr. Salem served as Senior Vice President of Products and
Technology at Oblix Inc., an identity-based security products
developer, and from October 1999 to January 2001, he was Vice
President of Technology and Operations at Ask Jeeves Inc., an
online search engine provider. From 1990 to October 1999,
Mr. Salem led the security business unit at Symantec.
Mr. Salem received a Bachelor of Arts in computer science
from Dartmouth College.
As our President and CEO, Mr. Salem brings significant
senior leadership, sales and marketing, industry and technical
experience to the Board. As CEO, Mr. Salem has direct
responsibility for Symantecs strategy and operations.
Mr. Schulman has served as a member of our Board
since March 2000. Mr. Schulman has served as President,
Prepaid Group of Sprint Nextel Corporation, a cellular phone
service provider, since November 2009 when Sprint Nextel
acquired Virgin Mobile USA, a cellular phone service provider.
He is expected to cease serving in this capacity as of
August 23, 2010. Mr. Schulman served as Chief
Executive Officer of Virgin Mobile USA from September 2001 to
November 2009, and a member of the board of directors of Virgin
Mobile USA from October 2001 to November 2009. From May 2000
until May 2001, Mr. Schulman was President and Chief
Executive Officer of priceline.com Incorporated, an online
travel company, after serving as President and Chief Operating
Officer from July 1999. He is a member of the board of directors
of Flextronics International Ltd., as well as of a private
company and a non-profit company. He received a bachelors
degree in economics from Middlebury College, and a masters
degree in business administration, majoring in Finance, from New
York University.
As a former chief executive officer and a member of a
compensation leadership network, Mr. Schulman brings
significant senior leadership, management, operational,
executive compensation, consumer marketing and technical
experience to the Board and Compensation Committee.
Mr. Unruh has served as a member of our Board since
July 2005 following the acquisition of Veritas. Mr. Unruh
had served on Veritas board of directors since 2003.
Mr. Unruh retired as Vice Chairman of Bechtel Group, Inc.,
a global engineering and construction services company, in June
2003. During his
25-year
tenure at Bechtel Group, he held a number of management
positions including Treasurer, Controller, and Chief Financial
Officer. Mr. Unruh also served as President of Bechtel
Enterprises, the finance, development and ownership arm from
1997 to 2001. He is a member of the board of directors of Move,
Inc., Heidrick & Struggles International, Inc., and
two private companies. Mr. Unruh is a certified public
accountant.
Mr. Unruh brings to the Board extensive finance experience,
including public accounting and financial reporting through his
former role as a chief financial officer and his many other
financial management positions. He also brings systems
development, international business and merger and acquisition
experience to the Board. Mr. Unruh is a certified public
accountant, and our Board has unanimously determined that he
qualifies as an audit committee financial expert
under SEC rules and regulations.
17
Director
Compensation
The following table provides information for fiscal year 2010
compensation for all of our non-employee directors who served
during the last fiscal year:
Fiscal
Year 2010 Director Compensation
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|
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|
|
|
|
|
|
|
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|
|
|
|
|
|
|
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Fees Earned
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|
|
|
|
|
|
|
|
|
|
|
|
or Paid in
|
|
|
Stock
|
|
|
Option
|
|
|
|
|
|
|
Cash
|
|
|
Awards
|
|
|
Awards
|
|
|
Total
|
|
Name
|
|
($)(1)
|
|
|
($)(2)
|
|
|
($)(7)
|
|
|
($)
|
|
|
Stephen M. Bennett(3)
|
|
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11,798
|
|
|
|
42,394
|
(5)
|
|
|
|
|
|
|
54,192
|
|
Michael A. Brown
|
|
|
80,005
|
|
|
|
179,995
|
(6)
|
|
|
|
|
|
|
260,000
|
|
William T. Coleman
|
|
|
60,005
|
|
|
|
179,995
|
(6)
|
|
|
|
|
|
|
240,000
|
|
Frank E. Dangeard
|
|
|
75,005
|
|
|
|
179,995
|
(6)
|
|
|
|
|
|
|
255,000
|
|
Geraldine B. Laybourne
|
|
|
60,005
|
|
|
|
179,995
|
(6)
|
|
|
|
|
|
|
240,000
|
|
David L. Mahoney
|
|
|
75,005
|
|
|
|
179,995
|
(6)
|
|
|
|
|
|
|
255,000
|
|
Robert S. Miller(4)
|
|
|
100,005
|
|
|
|
179,995
|
(6)
|
|
|
|
|
|
|
280,000
|
|
Daniel H. Schulman
|
|
|
80,005
|
|
|
|
179,995
|
(6)
|
|
|
|
|
|
|
260,000
|
|
V. Paul Unruh
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95,005
|
|
|
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179,995
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(6)
|
|
|
|
|
|
|
275,000
|
|
|
|
|
(1) |
|
Non-employee directors receive an annual retainer fee of $50,000
plus an additional annual fee of $10,000 (Compensation Committee
and Nominating and Governance Committee) or $15,000 (Audit
Committee) for membership on each committee. The chair of each
committee receives an additional annual fee of $10,000
(Compensation Committee and Nominating and Governance Committee)
or $20,000 (Audit Committee). |
|
(2) |
|
Amounts shown in this column reflect the aggregate full grant
date fair value calculated in accordance with FASB Accounting
Standards Codification Topic 718 for awards granted during the
fiscal year. |
|
(3) |
|
Mr. Bennett was appointed to the Board effective
February 8, 2010. Accordingly, he received prorated
compensation under the director compensation policies described
below. |
|
(4) |
|
Mr. Miller received an additional annual fee in the amount
of $25,000 for his role as Lead Independent Director. |
|
(5) |
|
Since Mr. Bennett was appointed to the Board after the
beginning of the fiscal year, he was granted a prorated award of
2,485 restricted stock units on February 9, 2010, with a
per share value of $17.06 and a full grant date fair value of
$42,394. |
|
(6) |
|
Messrs. Brown, Coleman, Dangeard, Laybourne, Mahoney,
Miller, Schulman and Unruh were each granted 11,749 restricted
stock units on May 11, 2009, with a per share fair value of
$15.32 and a full grant date fair value of $179,995. |
|
(7) |
|
In fiscal year 2010 and 2009, there were no stock option grants
to any person who served as a non-employee director. The
outstanding stock options held by each non-employee director at
2010, 2009 and 2008 fiscal year-end were: Mr. Brown
(175,630), Mr. Coleman (100,000), Mr. Mahoney
(106,000), Mr. Miller (148,000), Mr. Schulman
(61,000), and Mr. Unruh (180,630). |
The policy of the Board is that compensation for independent
directors should be a mix of cash and equity-based compensation.
Symantec does not pay employee directors for Board service in
addition to their regular employee compensation. Independent
directors may not receive consulting, advisory or other
compensatory fees from the Company. The Compensation Committee,
which consists solely of independent directors, has the primary
responsibility to review and consider any revisions to
directors compensation.
Director Stock Ownership Guidelines: Since May
2007, the Compensation Committee has instituted the following
stock ownership guidelines to better align our directors
interests with those of our stockholders:
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|
Directors must maintain a minimum holding of 10,000 shares
of Company stock;
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|
New directors will have three years to reach the minimum holding
level; and
|
18
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|
Notwithstanding the foregoing, directors may sell enough shares
to cover their income tax liability on vested grants.
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|
All of our directors are in compliance with these guidelines.
|
Annual Fees: In accordance with the
recommendation of the Compensation Committee, the Board
determined the non-employee directors compensation for
fiscal year 2010 as follows:
|
|
|
|
|
$50,000 annual cash retainer
|
|
|
|
$10,000 annual fee for committee membership ($15,000 for Audit
Committee membership)
|
|
|
|
$10,000 annual fee for chairing a committee of the Board
($20,000 for chairing the Audit Committee)
|
|
|
|
$25,000 annual fee for the Lead Independent Director
|
In May 2010, the Board, in accordance with the recommendation of
the Compensation Committee, approved modifications to the annual
retainers paid to non-employee directors. Effective May 4,
2010, non-employee directors will receive the following
retainers:
|
|
|
|
|
$50,000 annual cash retainer
|
|
|
|
$15,000 annual fee for committee membership ($20,000 for Audit
Committee membership)
|
|
|
|
$15,000 annual fee for chairing a committee of the Board
($25,000 for chairing the Audit Committee)
|
|
|
|
$30,000 annual fee for the Lead Independent Director
|
The payment of the annual cash retainer is subject to the terms
of the 2000 Director Equity Incentive Plan, as amended,
which allows directors to choose to receive common stock in lieu
of cash for all or a portion of the retainer payable to each
director for serving as a member. We pay the annual retainer fee
and any additional annual fees to each director at the beginning
of the fiscal year. Directors who join the Company after the
beginning of the fiscal year receive a prorated cash payment in
respect of their annual retainer fee and fees. These payments
are considered earned when paid. Accordingly, we do not require
them to be repaid in the event a director ceases serving in the
capacity for which he or she was compensated.
Annual Equity Awards. All grants to
non-employee directors will be made on a discretionary basis
under the 2004 Equity Incentive Plan. Pursuant to a Non-Employee
Director Grant Policy adopted by our Board, each non-employee
member of the Board receives an annual award of fully-vested
restricted stock awards having a fair market value on the grant
date equal to a pre-determined dollar value, which was $180,000
during fiscal 2010, with this value prorated for new
non-employee directors from the date of such directors
appointment to our Board to the date of the first Board meeting
in the following fiscal year. The restricted stock awards
granted for fiscal year 2010 were granted on May 11, 2009
and are fully vested.
In May 2010, the Board amended the Non-Employee Director Grant
Policy so that each non-employee member of the Board will
receive an annual award of fully-vested restricted stock units
having a fair market value on the grant date equal to $200,000.
The restricted stock units granted for fiscal year 2011 were
granted on May 4, 2010 and are fully vested.
Since the beginning of fiscal year 2007, we have not made option
grants to our directors. Option grants made to our non-employee
directors in fiscal 2006 and prior years were subject to a
four-year vesting schedule. In the event of a merger or
consolidation in which Symantec is not the surviving corporation
or another similar change in control transaction involving
Symantec, all unvested stock option and restricted stock unit
awards made to non-employee directors under the programs
described above will accelerate and vest in full.
Symantec stock ownership information for each of our directors
is shown under the heading Security Ownership of Certain
Beneficial Owners and Management in this proxy statement.
THE BOARD
RECOMMENDS A VOTE FOR ELECTION OF
EACH OF THE ELEVEN NOMINATED DIRECTORS.
19
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
The Audit Committee has appointed KPMG as Symantecs
principal independent registered public accounting firm to
perform the audit of Symantecs consolidated financial
statements for fiscal year 2011. As a matter of good corporate
governance, the Audit Committee has decided to submit its
selection of independent audit firm to stockholders for
ratification. In the event that this appointment of KPMG is not
ratified by a majority of the shares of common stock present or
represented at the Annual Meeting and entitled to vote on the
matter, the Audit Committee will review its future selection of
KPMG as Symantecs independent registered public accounting
firm.
The Audit Committee first approved KPMG as our independent
auditors in September 2002, and KPMG audited Symantecs
financial statements for Symantecs 2010 fiscal year.
Representatives of KPMG are expected to be present at the
meeting, in which case they will be given an opportunity to make
a statement at the meeting if they desire to do so, and will be
available to respond to appropriate questions.
Principal
Accountant Fees and Services
We regularly review the services and fees from its independent
registered public accounting firm. These services and fees are
also reviewed with the Audit Committee annually. In accordance
with standard policy, KPMG periodically rotates the individuals
who are responsible for Symantecs audit. Symantecs
Audit Committee has determined that the providing of certain
non-audit services, as described below, is compatible with
maintaining the independence of KPMG.
In addition to performing the audit of Symantecs
consolidated financial statements, KPMG provided various other
services during fiscal years 2010 and 2009. Symantecs
Audit Committee has determined that KPMGs provisioning of
these services, which are described below, does not impair
KPMGs independence from Symantec. The aggregate fees
billed for fiscal years 2010 and 2009 for each of the following
categories of services are as follows:
|
|
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|
|
|
|
|
|
Fees Billed to Symantec
|
|
2010
|
|
|
2009
|
|
|
Audit fees(1)
|
|
$
|
9,926,644
|
|
|
$
|
11,007,817
|
|
Audit related fees(2)
|
|
|
|
|
|
|
|
|
Tax fees(3)
|
|
|
98,613
|
|
|
|
229,133
|
|
All other fees(4)
|
|
|
444,010
|
|
|
|
2,331
|
|
|
|
|
|
|
|
|
|
|
Total fees
|
|
$
|
10,469,267
|
|
|
$
|
11,239,281
|
|
|
|
|
|
|
|
|
|
|
The categories in the above table have the definitions assigned
under Item 9 of Schedule 14A promulgated under the
Securities Exchange Act of 1934, and these categories include in
particular the following components:
(1) Audit fees include fees for audit
services principally related to the year-end examination and the
quarterly reviews of Symantecs consolidated financial
statements, consultation on matters that arise during a review
or audit, review of SEC filings, audit services performed in
connection with Symantecs acquisitions and statutory audit
fees.
(2) Audit related fees include fees
which are for assurance and related services other than those
included in Audit fees.
(3) Tax fees include fees for tax
compliance and advice.
(4) All other fees include fees for all
other non-audit services, principally for services in relation
to certain information technology audits.
An accounting firm other than KPMG performs supplemental
internal audit services for Symantec. Another accounting firm
provides the majority of Symantecs outside tax services.
20
Policy on
Audit Committee Pre-Approval of Audit and Permissible Non-Audit
Services of Independent Registered Public Accounting
Firm
The Audit Committees policy is to pre-approve all audit
and permissible non-audit services provided by the independent
registered public accounting firm. These services may include
audit services, audit-related services, tax services and other
services. Pre-approval is detailed as to the particular service
or category of services and is generally subject to a specific
budget. The independent registered public accounting firm and
management are required to periodically report to the Audit
Committee regarding the extent of services provided by the
independent registered public accounting firm in accordance with
this pre-approval, and the fees for the services performed to
date. The Audit Committee may also pre-approve particular
services on a
case-by-case
basis.
All of the services relating to the fees described in the table
above were approved by the Audit Committee.
THE BOARD
RECOMMENDS A VOTE FOR APPROVAL OF
PROPOSAL NO. 2
21
PROPOSAL NO. 3
AMENDMENT TO OUR 2004 EQUITY INCENTIVE PLAN
We are asking stockholders to approve an amendment to our 2004
Equity Incentive Plan (the 2004 Plan) to
increase the number of shares reserved for issuance under the
2004 Plan by 55,000,000 shares. The Board approved this
amendment in May 2010, subject to stockholder approval at the
annual meeting.
Since the 2004 Plan has not been modified other than as provided
above, it will continue to contain the following important
features:
|
|
|
|
|
Each one share granted as a restricted stock award or restricted
stock unit (RSU) will count as the issuance
of two shares reserved for issuance under the 2004 Plan for the
purpose of computing shares remaining available for issuance.
(Shares subject to stock options or stock appreciation rights
(SARs) reduce the shares available for
issuance on a
one-for-one
basis.)
|
|
|
|
Stock options and SARs must be granted with an exercise price
that is not less than 100% of the fair market value on the date
of grant.
|
|
|
|
Repricing of stock options and SARs is prohibited unless
stockholder approval is obtained.
|
We believe that the increase in the number of shares reserved
for issuance under the 2004 Plan is in the best interests of our
company because of the continuing need to provide stock options,
RSUs and other equity-based incentives to attract and retain the
most qualified personnel and to respond to relevant market
changes in equity compensation practices. The use of equity
compensation has historically been a significant part of our
overall compensation philosophy at Symantec and is a practice
that we plan to continue. The 2004 Plan serves as an important
part of this practice and is a critical component of the overall
compensation package that we offer to retain and motivate our
employees. In addition, awards under the 2004 Plan provide our
employees an opportunity to acquire or increase their ownership
stake in us, and we believe this aligns their interests with
those of our stockholders, creating strong incentives for our
employees to work hard for our future growth and success. If
Proposal No. 3 is not approved by our stockholders, we
believe our ability to attract and retain the talent we need to
compete in our industry would be seriously and negatively
impacted and this could affect our long-term success.
In connection with its approval of the amendment of the 2004
Plan, the Board has considered Symantecs current stock
repurchase program, under which $747 million remained
authorized for future repurchases as of April 2, 2010, with
no expiration date. We believe that stock repurchases reduce the
potential dilutive effect of the issuance of additional equity
incentives to employees.
Plan
History
The 2004 Plan was originally adopted by the Board in July 2004,
and it was approved by our stockholders in September 2004. The
2004 Plan was amended and restated by the Board and our
stockholders in 2006 to increase the number of shares reserved
for issuance and effect other changes, and in 2008 to increase
the number of shares reserved for issuance. Our stockholders
have previously approved the reservation of an aggregate of
108 million shares for issuance under the 2004 Plan, plus
an additional number of shares that transfer to the 2004 Plan
upon cancellation of awards granted under our 1996 Equity
Incentive Plan (the Prior Plan), which was
our primary equity compensation plan prior to the adoption of
the 2004 Plan. We no longer grant awards under the Prior Plan.
As of July 2, 2010, approximately 24,700,000 shares
have transferred to the 2004 Plan upon cancellation or
forfeiture of Prior Plan awards. While approximately
20,400,000 shares remain subject to options still
outstanding under the Prior Plan, we estimate that less than
half of these shares will become available for grant under the
2004 Plan because approximately 6,100,000 of these options were
vested and in the money as of July 2, 2010. An
in the money option is an option with an exercise
price at which a share may be purchased is less than the fair
market value of our common stock as of July 2, 2010. Shares
under our 2004 Plan are allocated as follows:
|
|
|
|
|
16,288,576 shares are issued and outstanding as a result of
option exercises and settlement of restricted stock awards and
RSUs (and are therefore not available for future grant);
|
|
|
|
45,686,775 shares are subject to outstanding options,
restricted stock awards and RSUs;
|
22
|
|
|
|
|
42,556,433 shares are available for future issuance
(excluding shares that in the future might transfer from the
Prior Plan as noted above); and
|
|
|
|
28,191,768 shares have become unavailable for issuance
since we deduct from the shares reserved under the 2004 Plan two
shares for every one restricted stock award or RSU share we
grant.
|
As of July 2, 2010, options to purchase a total of
64,741,517 shares of our common stock were outstanding
under all of our equity compensation plans at a weighted average
exercise price of $19.15 and with a weighted average remaining
life of 3.22 years. There were also a total of
18,208,959 shares subject to issuance upon vesting and
settlement of outstanding RSUs issued under our equity
compensation plans. In addition to the shares available for
issuance under the 2004 Plan and the Prior Plan described above,
as of July 2, 2010, 33,951 shares remain available for
issuance under our 2000 Director Equity Incentive Plan and
209,599 shares remain available for issuance under our 2002
Executive Officers Stock Purchase Plan. The 2004 Plan is
the only plan under which we grant equity compensation awards.
One of the important factors that we consider in administering
our equity compensation programs is our burn rate,
meaning the number of shares that we utilize under the 2004 Plan
each year relative to total shares outstanding. Our gross and
net burn rates have been under 3% since fiscal 2005. For fiscal
year 2010, our gross burn rate was 3.27%, our net burn rate was
2.68%, and our overhang was 17.1%. Please see Executive
Compensation and Related Information Compensation
Discussion & Analysis (CD&A) beginning on
page 38 for more discussion of our burn rates and overhang
analysis.
Summary
of our 2004 Equity Incentive Plan
The following is a summary of the principal provisions of the
2004 Plan, as proposed for approval. This summary does not
purport to be a complete description of all of the provisions of
the 2004 Plan. It is qualified in its entirety by reference to
the full text of the 2004 Plan. A copy of the 2004 Plan has been
filed with the SEC with this proxy statement, and any
stockholder who wishes to obtain a copy of the 2004 Plan may do
so by written request to the Secretary at Symantecs
headquarters in Mountain View, California.
Eligibility. Employees (including officers),
consultants, independent contractors, advisors and members of
the Board (including non-employee directors) are eligible to
participate in the 2004 Plan. As of July 2, 2010, there
were approximately 16,700 employees and consultants,
including eight executive officers, and nine non-employee
directors eligible to receive awards under the 2004 Plan. Each
director, executive officer and each person who previously
served as an executive officer during fiscal year 2010 and
remains employed by Symantec has an interest in
Proposal No. 3.
Types of Awards. Awards that may be granted
are stock options (both nonstatutory stock options and incentive
stock options (which may only be granted to employees)),
restricted stock awards, restricted stock units and stock
appreciation rights (each individually, an
award).
Shares Reserved for Issuance. If
Proposal No. 3 is approved, the total number of shares
reserved for issuance will increase from 104,531,784 to
159,531,784 shares (this number reflects the requested
increase, remaining shares reserved for issuance, shares subject
to outstanding awards and shares that have become available for
issuance under the Prior Plan through July 2, 2010). As of
July 2, 2010, 788,938,395 shares of our common stock
were issued and outstanding.
Shares Returned to the Plan. Shares that
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), shares that are subject to an award that is
granted but is subsequently forfeited or repurchased by Symantec
at the original issue price and shares that are subject to an
award that terminates without shares being issued will again be
available for grant and issuance under the 2004 Plan.
Shares Not Returned to the Plan. Shares
that are withheld to pay the exercise or purchase price of an
award or to satisfy any tax withholding obligations in
connection with an award, shares that are not issued or
delivered as a result of the net settlement of an outstanding
option or SAR and shares that are repurchased on the open market
with the proceeds of an option exercise price will not be
available again for grant and issuance under the 2004 Plan.
23
Reduction of Shares. For purposes of
determining the number of shares available for grant under the
2004 Plan against the maximum number of shares authorized, any
full-value award (i.e., an award of restricted stock or RSUs)
will reduce the number of shares available for issuance by two
shares for every share issued, and any other award (i.e., an
option or SAR) will reduce the number of shares available for
issuance by one share for every share issued.
Per-Share Exercise Price. The per-share
exercise price of stock options and SARs granted under the 2004
Plan must equal at least the fair market value of a share of our
common stock on the grant date of the option. As of July 2,
2010, the fair market value of a share of our common stock was
$13.98.
No Repricing. The exercise price of an option
or SAR may not be reduced (repriced) without stockholder
approval (other than in connection with certain corporate
transactions, including stock splits, stock dividends, mergers,
spin-offs and certain other similar transactions).
Number of Shares Per Calendar Year. No
person will be eligible to receive more than
2,000,000 shares in any calendar year pursuant to the grant
of awards under the 2004 Plan (no more than 400,000 of which can
be as awards of restricted stock or RSUs) except that new
employees are eligible to receive up to a maximum of
3,000,000 shares in the calendar year in which they
commence employment (no more than 600,000 of which can be as
awards of restricted stock or RSUs).
Vesting and Exercisability. Awards become
vested and exercisable, as applicable, within such periods, or
upon such events, as determined by the administrator and as set
forth in the related award agreement. Vesting may be based on
the passage of time in connection with services performed for us
or upon achievement of performance goals or other criteria. The
maximum term of each option and SAR is ten years from the date
of grant. As a matter of practice, options have generally been
subject to a four-year vesting period with a one-year period
before any vesting occurs and are currently granted with a
maximum term of seven years from the date of grant. Options
cease vesting on the date of termination of service or the death
or disability of the employee, and generally expire three months
after the termination of the employees service to Symantec
or up to 12 months following the date of death or
disability. However, if an employee is terminated for cause, the
option expires upon termination. SARs become exercisable as they
vest and are settled in cash or shares, as determined by the
administrator, having a value at the time of exercise equal to
(1) the number of shares deemed exercised, times
(2) the amount by which Symantecs stock price on the
date of exercise exceeds the exercise price of SARs. RSUs are
settled in cash or shares, depending on the terms upon which
they are granted, and only to the extent that they are vested.
Shares subject to a restricted stock award that are unvested
remain subject to our right of repurchase.
Method of Exercise. The exercise price of
options and the purchase price, if any, of other stock awards
may be paid by cash, check, broker assisted
same-day
sales or other methods permitted by the 2004 Plan, the
administrator and applicable law.
Adjustment of Shares. In the event of a stock
dividend, recapitalization, stock split, reverse stock split,
subdivision, combination, reclassification or similar change in
the capital structure of Symantec without consideration or if
there is a change in the corporate structure of Symantec, then
(a) the number of shares reserved for issuance under the
2004 Plan, (b) the limits on the number of shares that may
be issued to participants in a calendar year, (c) the
exercise price and number of shares subject to outstanding
options 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 our stockholders and subject to
compliance with applicable securities laws.
Stockholder Approval. Stockholder approval is
required for certain types of amendments to the 2004 Plan.
Administration. The Compensation Committee
administers the 2004 Plan except when the Board decides to
directly administer the 2004 Plan.
Section 162(m)
Considerations. Section 162(m) of the
Internal Revenue Code of 1986, as amended (the Code)
generally disallows a tax deduction to public companies for
compensation in excess of $1 million paid to the
companys Chief Executive Officer or any of the three other
most highly compensated officers (excluding a companys
chief financial officer). Certain performance-based compensation
is specifically exempt from this
24
deduction limit if it otherwise meets the requirements of
Section 162(m). The 2004 Plan is intended to comply with
the requirements of Section 162(m) of the Code such that
performance-based awards in excess of $1 million payable to
our Chief Executive Officer and our three other most highly
compensated executive officers (excluding our Chief Financial
Officer) may be deductable by us.
Non-Employee Director Equity Awards. Under the
2004 Plan, non-employee directors may be granted stock options
and other awards either on a discretionary basis or pursuant to
policy adopted by the Board. Pursuant to a policy adopted by the
Board, each non-employee member of the Board receives an annual
award of fully-vested restricted stock units having a fair
market value on the grant date equal to $200,000, with this
value prorated for new non-employee directors from the date of
such directors appointment to the Board to the date of the
first Board meeting in the following fiscal year.
Corporate Transaction. In the event of a
change of control of Symantec (as set forth in the 2004 Plan),
the buyer may either assume outstanding awards or substitute
equivalent awards. If the buyer fails to assume or substitute
awards issued under the 2004 Plan, all awards will expire upon
the closing of the transaction, and the Board will determine
whether the change of control will have any additional effect,
including acceleration of the vesting of the awards. Unless
otherwise determined by the Board, all unvested stock option and
RSU awards made to non-employee directors under the 2004 Plan
will accelerate and vest in full.
Amendment or Termination of 2004 Plan. The
Board may at any time amend or terminate the 2004 Plan in any
respect; provided, that the Board may not, without the approval
of the stockholders of Symantec, amend the 2004 Plan to increase
the number of shares that may be issued under the 2004 Plan,
change the designation of employees or class of employees
eligible for participation in the 2004 Plan or materially modify
a provision of the 2004 Plan if the modification requires
stockholder approval under rules of the NASDAQ Stock Market.
Termination Date. The 2004 Plan will terminate
on July 20, 2014 unless terminated earlier.
Summary
of Federal Income Tax Consequences of Awards Granted under the
2004 Equity Incentive Plan
The following is a general summary as of the date of this proxy
statement of the U.S. federal income tax consequences to
Symantec and participants in the 2004 Plan with respect to
awards granted under the 2004 Plan. U.S. federal tax laws
may change and U.S. federal, state and local tax
consequences for any participant will depend upon his or her
individual circumstances.
Tax
Treatment of the Participant
Incentive Stock Options. An optionee will
recognize no income upon grant of an ISO and will incur no tax
upon exercise of an ISO unless for the year of exercise the
optionee is subject to the alternative minimum tax
(AMT). If the optionee holds the shares
purchased upon exercise of the ISO (the ISO
Shares) for more than one year after the date the ISO
was exercised and for more than two years after the ISOs
grant date (the required holding period),
then the optionee generally will realize long-term capital gain
or loss (rather than ordinary income or loss) upon disposition
of the ISO Shares. This gain or loss will equal the difference
between the amount realized upon such disposition and the amount
paid for the ISO Shares upon the exercise of the ISO.
If the optionee disposes of ISO Shares prior to the expiration
of the required holding period (a disqualifying
disposition), then gain realized upon such
disposition, up to the difference between the option exercise
price and the fair market value of the ISO Shares on the date of
exercise (or, if less, the amount realized on a sale of such ISO
Shares), will be treated as ordinary income. Any additional gain
will be capital gain, and treated as long-term capital gain or
short-term capital gain depending upon the amount of time the
ISO Shares were held by the optionee.
Alternative Minimum Tax The difference between
the exercise price and fair market value of the ISO Shares on
the date of exercise is an adjustment to income for purposes of
the AMT. Alternative minimum taxable income is determined by
adjusting regular taxable income for certain items, increasing
that income by certain tax preference items and reducing this
amount by the applicable exemption amount. If a disqualifying
disposition of the ISO Shares occurs in the same calendar year
as exercise of the ISO, there is no AMT adjustment with respect
to those ISO Shares. Also, upon a sale of ISO Shares that is not
a disqualifying disposition, alternative minimum taxable
25
income is reduced in the year of sale by the excess of the fair
market value of the ISO Shares at exercise over the amount paid
for the ISO Shares.
Nonstatutory Stock Options An optionee will
not recognize any taxable income at the time a NSO is granted.
However, upon exercise of a NSO, the optionee must include in
income as compensation an amount equal to the difference between
the fair market value of the shares on the date of exercise and
the optionees exercise price. The included amount must be
treated as ordinary income by the optionee and will be subject
to income tax withholding by Symantec if the optionee is an
employee. Upon resale of the shares by the optionee, any
subsequent appreciation or depreciation in the value of the
shares will be treated as long-term or short-term capital gain
or loss depending upon the amount of time the NSO shares were
held by the optionee.
Restricted Stock Units. In general, no taxable
income is realized upon the grant of a RSU award. The
participant will generally include in ordinary income, which
will be subject to income tax withholding by Symantec if the
participant is an employee, the fair market value of the shares
of stock that are delivered to the participant upon settlement,
which generally occurs at the time the RSUs vest. The 2004 Plan
allows Symantec to withhold shares from the RSU award to satisfy
the participants withholding tax obligation, with Symantec
retiring those shares and being required to tender cash from its
general funds to the applicable tax authorities in an amount
equal to the value of the shares withheld.
Restricted Stock. A participant receiving
restricted shares for services recognizes taxable income when
the shares become vested. Upon vesting, the participant will
include in ordinary income an amount, which will be subject to
income tax withholding by Symantec if the participant is an
employee, equal to the difference between the fair market value
of the shares at the time they become substantially vested and
any amount paid for the shares. Upon resale of the shares by the
participant, subsequent appreciation or depreciation in the
value of the shares is treated as long-term or short-term
capital gain or loss depending on the amount of time the shares
were held by the participant.
Stock Appreciation Rights. A grant of a SAR
has no federal income tax consequences at the time of grant.
Upon the exercise of SARs, the value of the shares or other
consideration received is generally taxable to the recipient as
ordinary income, which will be subject to income tax withholding
by Symantec if the recipient is an employee.
Tax
Treatment of Symantec
Subject to any withholding requirement, the standard of
reasonableness, and (if applicable) Section 162(m) of the
Code, Symantec generally will be entitled to a deduction to the
extent any participant recognizes ordinary income from an award
granted under the 2004 Plan.
ERISA
Information
The 2004 Plan is not subject to any of the provisions of the
Employee Retirement Income Security Act of 1974, as amended.
Accounting
Treatment
Symantec will recognize compensation expense in connection with
awards granted under the 2004 Plan as required under applicable
accounting standards. Symantec currently recognizes compensation
expense associated with equity awards over an awards
requisite service period and establishes fair value of equity
awards in accordance with applicable accounting standards.
New Plan
Benefits
Except as described in Summary of our 2004
Equity Incentive Plan Non-Employee Director Equity
Awards above, future awards to directors, executive
officers, employees and other eligible participants under the
2004 Plan are discretionary and cannot be determined at this
time. Further, since the number of shares subject to the RSUs to
be granted to non-employee directors under the 2004 Plan depends
on the fair market value of our common
26
stock at future dates, it is not possible to determine the exact
number of shares that will be subject to such future RSU awards.
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|
|
|
|
|
|
|
|
|
|
|
Number of Restricted Shares
|
|
|
|
Number of
|
|
|
and Restricted Shares Stock
|
|
|
|
Options Granted
|
|
|
Units Granted
|
|
|
Name
|
|
|
|
|
|
|
|
|
Named Executive Officers:
|
|
|
|
|
|
|
|
|
Enrique Salem
|
|
|
1,705,000
|
|
|
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390,000
|
|
James A. Beer
|
|
|
558,000
|
|
|
|
162,000
|
|
Gregory W. Hughes
|
|
|
575,000
|
|
|
|
126,000
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William T. Robbins
|
|
|
329,500
|
|
|
|
152,000
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|
J. David Thompson
|
|
|
400,000
|
|
|
|
100,333
|
|
All current executive officers as a group (8 persons)
|
|
|
4,441,500
|
|
|
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1,173,119
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All current non-employee directors as a group
(9 persons)
|
|
|
491,042
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|
|
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425,590
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|
All employees, excluding current executive officers
|
|
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46,044,871
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|
|
|
29,837,611
|
|
THE BOARD
RECOMMENDS A VOTE FOR APPROVAL OF
PROPOSAL NO. 3
27
PROPOSAL NO. 4
AMENDMENT TO OUR 2008 EMPLOYEE STOCK PURCHASE PLAN
We are asking stockholders to approve an amendment to our 2008
Employee Stock Purchase Plan (the ESPP) to
increase the number of shares reserved for issuance under the
ESPP by 20,000,000 shares, from 20,000,000 shares to
40,000,000 shares. The Board approved this amendment in
April 2010, subject to stockholder approval at the annual
meeting.
The ESPP provides our employees the means to acquire shares of
our common stock at a discount to the purchase date fair market
value through accumulated payroll deductions. This is a
long-standing benefit program, and we believe it is important in
helping us retain employees and helping align their interests
with those of our stockholders.
Plan
History
The ESPP was originally adopted by the Board in April 2008, and
it was approved by our stockholders in September 2008. As of
July 2, 2010, an aggregate of 4,363,936 shares of
common stock have been issued, and 15,636,064 shares remain
available for future issuance under the ESPP. Shares under the
ESPP are allocated as follows:
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4,363,936 shares are issued as a result of ESPP purchases
(and are therefore not available for future grant);
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15,636,064 shares are available for future issuance.
|
As of July 2, 2010, the following named executive officers
had purchased under the ESPP the number of the shares listed
after his or her name during the fiscal year ending
April 2, 2010: Enrique Salem 1,691 shares;
William T. Robbins 1,590 shares and J. David
Thompson 1,232 shares. During fiscal year 2010,
all executive officers as a group purchased an aggregate of
8,675 shares. No associate of any of our executive officers
or directors has purchased shares under the ESPP, and no person
has purchased 5% or more of the total shares issued under the
ESPP from the inception of the ESPP through July 2, 2010.
Summary
of our 2008 Employee Stock Purchase Plan
The following is a summary of the principal provisions of the
ESPP, as proposed for approval. This summary does not purport to
be a complete description of all of the provisions of the ESPP.
It is qualified in its entirety by reference to the full text of
the ESPP. A copy of the ESPP has been filed with the SEC with
this proxy statement, and any stockholder who wishes to obtain a
copy of the ESPP may do so by written request to the Secretary
at Symantecs headquarters in Mountain View, California.
Statutory Plan and Non-Statutory Plan. The
ESPP allows us the ability to establish separate
sub-plans to
permit the purchase of our common stock either through the
Statutory Plan, which is intended to satisfy the
requirements of Section 423 of the Code or through one or
more Non-Statutory Plans that will not comply with
Section 423. The Statutory Plan and the Non-Statutory Plans
shall be operated as separate and independent plans, although
the total number of shares authorized to be issued under the
ESPP applies in the aggregate to both the Statutory Plan and to
all Non-Statutory Plans. Other than the share reserve, the Board
may adopt special provisions, rules and procedures for a
particular Non-Statutory Plan that are different from, and may
in certain cases supersede the provisions of the ESPP, without
seeking stockholder approval.
Shares Reserved for Issuance. If
Proposal No. 4 is approved, the total number of shares
reserved for issuance will increase from 20,000,000 to
40,000,000 shares. As of July 2, 2010,
788,938,395 shares of our common stock were issued and
outstanding.
Offering Periods. The ESPP operates by
offering eligible employees the right to purchase stock through
a series of successive or overlapping offering periods (each an
Offering Period). The ESPP operates through a
series of successive six-month Offering Periods that begin each
February 16 and August 16 (or the first business day after that
date), and end, respectively, on the following August 15 and
February 15 (or the last business day preceding that date). The
ESPP permits us to provide for multiple purchase dates within a
single Offering Period.
28
However, we currently operate the ESPP using a single purchase
date for each Offering Period. This single purchase date will
occur on the last business day of the Offering Period, at which
time all accrued payroll deductions of each participant are used
to purchase shares.
Eligibility and Participation. Employees
(including officers and employee directors) who are employed for
at least 20 hours per week and more than five months in any
calendar year and who are employed by us as of the third
business day before the beginning of an Offering Period are
eligible to participate in that Offering Period, subject to
certain limitations imposed by Section 423(b) of the Code,
applicable local law for locations outside of the United States
and the plan itself. For example, no employee may be granted an
option under the ESPP if immediately after the grant such
employee would own stock
and/or hold
outstanding options to purchase stock possessing 5% or more of
the total voting power or value of all classes of stock of
Symantec or our subsidiaries. As of July 2, 2010,
approximately 16,700 employees (including officers and
employee directors) are eligible to participate in the ESPP.
Each executive officer and each person who previously served as
an executive officer during fiscal year 2010 and remains
employed by Symantec has an interest in Proposal No. 4.
Eligible employees become participants in the ESPP by submitting
an enrollment form authorizing payroll deductions prior to the
beginning of an Offering Period (unless payroll deductions are
not permitted under local law, in which case such other payment
methods as we may approve). Once a participant enrolls in an
Offering Period, he or she is automatically enrolled in
subsequent Offering Periods unless he or she withdraws from or
becomes ineligible to participate in the ESPP. Once an employee
has enrolled in the ESPP, amounts are withheld from his or her
compensation during each payroll period. An employee may elect
to have not less than 2% or more than 10% of his or her
compensation during an Offering Period withheld to be used to
purchase shares under the ESPP. Eligible compensation is defined
in the ESPP as all compensation including base salary, wages,
commissions, overtime, shift premiums and bonuses, plus draws
against commissions but excluding amounts related to Company
equity compensation, except that for purposes of any
Non-Statutory Plan, compensation is defined as base salary. A
participant may decrease, but not increase, the rate of his or
her payroll deductions once during an ongoing Offering Period by
completing and filing a new authorization for payroll deductions
form.
Grant and Exercise of Option; Purchase
Price. On the first trading date of an Offering
Period (which is referred to as the grant date or the
Offering Date), each participant is granted
an option to purchase up to that number of shares determined by
dividing his or her payroll deductions accumulated during the
Offering Period as of the last trading day of the Offering
Period by the purchase price applicable for that Offering
Period. We administer the ESPP to provide that the purchase
price per share for each Offering Period is 85% of the fair
market value of a share of our common stock on the last trading
day of the Offering Period (the Purchase
Date). Fair market value means the closing price of
our common stock on the Purchase Date. Notwithstanding the
foregoing, the ESPP allows us to change the purchase price that
applies to an Offering Period to provide for the greatest
discount allowed under Code Section 423 (which means that
the purchase price can be 85% of the lower of the fair market
value of our stock at the beginning or at the end of the
Offering Period). As of July 2, 2010, the fair market value
of a share of our common stock was $13.98.
Certain limitations on the number of shares that a participant
may purchase apply. For example, the option granted to an
employee may not permit him or her to purchase stock under the
ESPP at a rate which exceeds $25,000 in fair market value of
such stock (determined as of the Offering Date) for each
calendar year in which the option is outstanding. In addition,
we have set 10,000 shares as the maximum number of shares
an employee may purchase on each Purchase Date. The ESPP allows
us to increase or decrease this share limit without stockholder
approval. We will make a pro rata reduction in the number of
shares subject to options outstanding under the ESPP if the
total number of shares that would otherwise be purchased on a
Purchase Date by all participants exceeds the number of shares
remaining available under the plan.
Provided the employee continues participating in the plan
through the end of an Offering Period, his or her option to
purchase shares is exercised automatically at the end of the
Offering Period, and the maximum number of shares that may be
purchased with accumulated payroll amounts at the applicable
purchase price are issued to the employee.
Rights to purchase stock under the ESPP are generally not
transferable by the employee.
29
Termination of Employment; Withdrawal from the
ESPP. Termination of a participants
employment for any reason, including retirement or death or the
failure of the participant to remain in the continuous employ of
Symantec for at least 20 hours per week and more than five
months in any calendar year during the applicable Offering
Period cancels his or her option to purchase shares under the
ESPP and terminates his or her participation. In such event,
accumulated payroll deductions are returned (without interest
unless required by applicable law) to the participant.
A participant may withdraw from the ESPP at any time during an
Offering Period prior to a date specified for administrative
reasons prior to the Purchase Date. Upon withdrawal, the
participants accumulated payroll amounts are returned to
him or her, without interest unless required by applicable law.
Adjustment of Shares. Subject to any required
action by our stockholders, in the event of a stock dividend,
recapitalization, stock split, reverse stock split, subdivision,
combination, reclassification or similar change in the capital
structure of Symantec without consideration, proportionate
adjustment shall be made to the number of shares remaining
available for issuance under the ESPP, the purchase price and
number of shares subject to then-outstanding options under the
ESPP, and the maximum number of shares that may be purchased on
any Purchase Date.
Corporate Transactions. In the event of a
proposed change of control of Symantec (as set forth in the
ESPP), each then-outstanding option under the ESPP will be
assumed or an equivalent substitute option substituted by the
buyer, unless the Board elects in lieu of that treatment to
simply shorten the Offering Period then in progress and allow
each outstanding option to be automatically exercised on a
specified date preceding the closing of the transaction. If the
Board sets an earlier Purchase Date in connection with a change
of control transaction, the Offering Period then in progress
will terminate on that Purchase Date.
Amendment and Termination of the ESPP. The
Board may at any time amend or terminate the ESPP without the
approval of the stockholders or employees, except that a
termination generally cannot adversely affect options then
outstanding (although the ESPP provides for certain exceptions
to this rule).
Term. The ESPP expires ten years from the date
of stockholder approval in 2008, unless sooner terminated by the
Board or unless we obtain stockholder approval of an amendment
that extends the plans term.
U.S.
Federal Income Tax Consequences
The following is a brief summary of the general
U.S. federal income tax consequences to U.S. taxpayers
and Symantec of shares purchased under the Statutory Plan, which
is a
sub-plan of
the ESPP. This summary is not complete and does not discuss the
tax consequences of a participants death or the income tax
laws of any state or foreign country in which the participant
may reside. Tax consequences for any particular individual may
be different.
The Statutory Plan and the options granted under the Statutory
Plan are intended to qualify for favorable federal income tax
treatment associated with rights granted under an employee
stock purchase plan that qualifies under provisions of
Section 423 of the Code.
Amounts of a participants compensation withheld for the
purchase of shares of our common stock under the Statutory Plan
will be subject to regular income and employment tax withholding
as if such amounts were actually received by the employee. Other
than this, no income will be taxable to a participant until sale
or other disposition of the acquired shares. Under current law,
no other withholding obligation applies to the events under the
Statutory Plan.
Tax treatment upon transfer of the purchased shares depends on
how long the participant holds the shares from the Purchase Date
to the transfer date. If the stock is disposed of more than two
years after the Offering Date, and more than one year after the
Purchase Date for the stock being transferred, then the
lesser of (i) the excess of the fair market value of
the stock at the time of such disposition over the purchase
price or (ii) the excess of the fair market value of the
stock as of the Offering Date over the purchase price
(determined as of the Offering Date) will be treated as ordinary
income. Any further gain will be taxed as a long-term capital
gain. Under current law, long-term capital gains are generally
subject to lower tax rates than ordinary income. If the fair
market value of the stock on the date of
30
the disposition is less than the purchase price paid for the
shares, there will be no ordinary income, and any loss
recognized will be a capital loss.
If the stock is sold or disposed of before the expiration of
either of the holding periods described above, then the excess
of the fair market value of the stock on the Purchase Date for
the shares over the purchase price will be treated as ordinary
income at the time of the sale or disposition. The balance of
any gain will be treated as capital gain. Even if the stock is
disposed of for less than its Purchase Date fair market value,
the same amount of ordinary income is attributed to the
participant, and a capital loss is recognized equal to the
difference between the sales price and the fair market value of
the stock on such Purchase Date. Any capital gain or loss will
be short-term or long-term, depending on how long the stock has
been held.
There are no U.S. federal income tax consequences to
Symantec by reason of the grant or exercise of options under the
ESPP. Symantec is entitled to a deduction to the extent amounts
are taxed as ordinary income to a participant.
Symantec may also grant options under Non-Statutory Plans to
employees of our designated subsidiaries and affiliates that do
not participate in the Statutory Plan. The specific terms of
such Non-Statutory Plans are not yet known; accordingly, it is
not possible to discuss with certainty the relevant tax
consequences of these Non-Statutory Plans. The Non-Statutory
Plans will be
sub-plans of
the ESPP that are generally not intended to qualify under the
provisions of Sections 421 and 423 of the Code. Therefore,
it is likely that at the time of the exercise of an option under
a Non-Statutory Plan, an employee subject to tax under the
Internal Revenue Code would recognize ordinary income equal to
the excess of the fair market value of the stock on the date of
exercise and the purchase price, Symantec would be able to claim
a tax deduction equal to this difference, and Symantec would be
required to withhold employment taxes and income tax at the time
of the purchase.
Accounting
Treatment
Symantec recognizes compensation expense in connection with
options outstanding under the ESPP in accordance with
authoritative guidance on stock compensation. So long as
Symantec continues issuing shares under the ESPP with a purchase
price at a discount to the fair market value of its stock,
Symantec will recognize compensation expense which will be
determined by the level of participation in the ESPP.
New Plan
Benefits
Because benefits under the ESPP depend on the fair market value
of our common stock at various future dates, it is not possible
to determine the benefits that will be received by employees if
they participate in the ESPP. During fiscal year 2010, three
Named Executive Officers participated in the ESPP.
As of July 2, 2010, since the inception of the ESPP, the
aggregate number of shares issued to each named executive
officer and the various indicated groups under the ESPP are:
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|
|
|
|
Number of Shares
|
|
Name
|
|
Issued Under ESPP
|
|
|
Named Executive Officers:
|
|
|
|
|
Enrique Salem
|
|
|
1,691
|
|
James A. Beer
|
|
|
|
|
Gregory W. Hughes
|
|
|
|
|
William T. Robbins
|
|
|
1,590
|
|
J. David Thompson
|
|
|
1,232
|
|
All current executive officers as a group (8 persons)
|
|
|
8,675
|
|
All current non-employee directors as a group
(9 persons)
|
|
|
|
|
All employees, excluding current executive officers
|
|
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4,355,261
|
|
THE BOARD
RECOMMENDS A VOTE FOR APPROVAL OF
PROPOSAL NO. 4
31
EQUITY
COMPENSATION PLAN INFORMATION
The following table gives information about Symantecs
common stock that may be issued upon the exercise of options,
warrants and rights under all of Symantecs existing equity
compensation plans as of April 2, 2010:
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|
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|
|
|
|
|
|
|
|
Equity Compensation Plan Information
|
|
|
|
|
|
|
|
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Number of Securities
|
|
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|
Number of Securities
|
|
|
|
|
|
Remaining Available for
|
|
|
|
to be Issued Upon
|
|
|
Weighted-Average
|
|
|
Future Issuance Under
|
|
|
|
Exercise of
|
|
|
Exercise Price of
|
|
|
Equity Compensation Plans
|
|
|
|
Outstanding Options,
|
|
|
Outstanding Options,
|
|
|
(Excluding Securities
|
|
Plan Category
|
|
Warrants and Rights
|
|
|
Warrants and Rights
|
|
|
Reflected in Column (a))
|
|
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
Equity compensation plans approved by security holders
|
|
|
62,024,646
|
|
|
$
|
13.39
|
|
|
|
75,101,075
|
(1)
|
Equity compensation plans not approved by security holders
|
|
|
485,168
|
(2)(3)
|
|
$
|
6.87
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
62,509,814
|
|
|
$
|
13.34
|
|
|
|
75,101,075
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents 40,119 shares remaining available for future
issuance under Symantecs 2000 Director Equity
Incentive Plan, 209,599 shares remaining available for
future issuance under Symantecs 2002 Executive
Officers Stock Purchase Plan, 15,636,064 shares
remaining available for future issuance under Symantecs
2008 Employee Stock Purchase Plan and 59,215,293 shares
remaining available for future issuance as stock options,
restricted stock units or other awards permitted under
Symantecs 2004 Equity Incentive Plan (See
Proposals Nos. 3 and 4 for more information regarding our
2004 Equity Incentive Plan and 2008 Employee Purchase Plan,
respectively). Note that such numbers do not reflect the shares
proposed to be reserved under the amended and restated 2004
Equity Incentive Plan and the 2008 Employee Stock Purchase Plan
under Proposal Nos. 3 and 4. |
|
(2) |
|
Excludes outstanding options 16,025,447 shares as of
April 2, 2010 that were assumed as part of the Veritas
acquisition. Also excludes 787,236 outstanding options as of
April 2, 2010 that were assumed as part of other
acquisitions. The weighted average exercise price of these
outstanding options was $23.68 as of April 2, 2010. In
connection with these acquisitions, Symantec has only assumed
outstanding options and rights, but not the plans themselves,
and therefore, no further options or rights may be granted under
these acquired-company plans. |
|
(3) |
|
Represents 485,168 outstanding options to purchase shares under
Symantecs 2001 Non-Qualified Equity Incentive Plan. As
noted below, the 2001 Non-Qualified Equity Incentive Plan was
terminated in September 2004 in connection with the adoption of
the Symantec 2004 Equity Incentive Plan. |
Material
Features of Equity Compensation Plans Not Approved by
Stockholders
2001
Non-Qualified Equity Incentive Plan
The 2001 Non-Qualified Equity Incentive Plan was terminated in
September 2004 in connection with the adoption of the Symantec
2004 Equity Incentive Plan. As of April 2, 2010, options to
purchase 485,168 shares were outstanding under the 2001
Non-Qualified Equity Incentive Plan.
Terms of Options. Symantecs Compensation
Committee determined many of the terms and conditions of each
option granted under the plan, including the number of shares
for which the option was granted, the exercise price of the
option and the periods during which the option may be exercised.
Each option is evidenced by a stock option agreement in such
form as the Compensation Committee approved and is subject to
the following conditions (as described in further detail in the
plan):
|
|
|
|
|
Vesting and Exercisability: Options and
restricted shares become vested and exercisable, as applicable,
within such periods, or upon such events, as determined by the
Compensation Committee in its discretion and as set forth in the
related stock option or restricted stock agreement. To date, as
a matter of practice, options under the plan have generally been
subject to a four-year vesting period. Options terminate ten
years or less from the date of grant.
|
32
|
|
|
|
|
Exercise Price: The exercise price of each
option granted was not less than 100% of the fair market value
of the shares of common stock on the date of the grant.
|
|
|
|
Tax Status: All options granted under the plan
are non-qualified stock options.
|
|
|
|
Method of Exercise: The option exercise price
is typically payable in cash or by check, but may also be
payable, at the discretion of the Compensation Committee, in
other forms of consideration.
|
|
|
|
Termination of Employment: Options cease
vesting on the date of termination of service or death of the
participant. Options granted under the plan generally expire
three months after the termination of the optionees
service to Symantec or a parent or subsidiary of Symantec,
except in the case of death or disability, in which case the
options generally may be exercised up to 12 months
following the date of death or termination of service. However,
if the optionee is terminated for cause, the optionees
options expire upon termination of employment.
|
Corporate Transactions. In the event of a
change of control of Symantec (as defined in the plan), the
buyer may either assume the outstanding awards or substitute
equivalent awards. In the event the buyer fails to assume or
substitute awards issued under the plan, all awards will expire
upon the closing of the transaction.
Term and Amendment of the Plan. The plan was
terminated in September 2004, except that outstanding options
granted thereunder will remain in place for the term of such
options.
33
OUR
EXECUTIVE OFFICERS
The names of our executive officers, their ages as of
July 2, 2010, and their positions are shown below.
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Position
|
|
Enrique Salem
|
|
|
44
|
|
|
President and Chief Executive Officer
|
James A. Beer
|
|
|
49
|
|
|
Executive Vice President and Chief Financial Officer
|
Phillip A. Bullock
|
|
|
45
|
|
|
Senior Vice President and Chief Accounting Officer
|
Janice Chaffin
|
|
|
55
|
|
|
Group President, Consumer Business Unit
|
Rebecca Ranninger
|
|
|
51
|
|
|
Executive Vice President and Chief Human Resources Officer
|
William T. Robbins
|
|
|
42
|
|
|
Executive Vice President, Worldwide Sales
|
Scott C. Taylor
|
|
|
46
|
|
|
Executive Vice President, General Counsel and Secretary
|
J. David Thompson
|
|
|
43
|
|
|
Group President, Information Technology and Services Group
|
The Board chooses executive officers, who then serve at the
Boards discretion. There is no family relationship between
any of the directors or executive officers and any other
director or executive officer of Symantec.
For information regarding Mr. Salem, please refer to
Proposal No. 1, Election of Directors,
above.
Mr. Beer has served as our Executive Vice President
and Chief Financial Officer since February 28, 2006. Prior
to joining us, Mr. Beer was Senior Vice President and Chief
Financial Officer of AMR Corporation and American Airlines,
Inc., AMRs principal subsidiary, from January 2004 to
February 2006. From September 1991 to January 2004,
Mr. Beer held other various management positions in finance
and operations at American Airlines including leading the
airlines European and Asia Pacific businesses.
Mr. Beer holds a bachelor of science in aeronautical
engineering from Imperial College, London University and a
master of business administration degree from Harvard Business
School.
Mr. Bullock has served as our Senior Vice President
and Chief Accounting Officer since October 2009.
Mr. Bullock joined Symantec as Vice President of Tax and
Trade Compliance in March 2006 and assumed responsibility for
the Companys corporate risk assurance function in March
2007. Prior to joining Symantec, Mr. Bullock had been
employed by Ernst & Young LLP since 1988 and was a
partner in Ernst & Youngs tax practice from
September 2000 through February 2006. Mr. Bullock holds a
bachelor of science degree in business administration,
accounting information systems, from Virginia Polytechnic
Institute and State University and a masters in
professional accounting degree from the University of Texas at
Austin.
Ms. Chaffin has served as our Group President,
Consumer Business Unit since April 2007. From May 2006 to April
2007, Ms. Chaffin served as our Executive Vice President
and Chief Marketing Officer. Ms. Chaffin joined Symantec in
May 2003 as Senior Vice President and Chief Marketing Officer.
Prior to Symantec, Ms. Chaffin spent 21 years at
Hewlett-Packard Company, a global provider of products,
technologies, solutions and services, where she held a variety
of marketing and business management positions and most recently
served as Vice President of Enterprise Marketing and Solutions.
She graduated summa cum laude from the University of California,
San Diego with a bachelors degree and earned a
masters degree in business administration from the
University of California, Los Angeles, where she was a Henry
Ford Scholar.
Ms. Ranninger has served as our Executive Vice
President and Chief Human Resources Officer since May 2006,
Senior Vice President, Human Resources from January 2000 to May
2006 and Vice President, Human Resources from September 1997 to
January 2000. Prior to 1997, Ms. Ranninger served for over
six years in the Legal Department. Prior to joining us in 1991,
Ms. Ranninger was a business litigator with the law firm of
Heller Ehrman White & McAuliffe. She also currently
serves as President of Symantec Foundation. Ms. Ranninger
graduated magna cum laude from Harvard University with a
bachelors degree, earned a bachelors degree in
jurisprudence from Oxford University and a Juris Doctorate from
Stanford University.
34
Mr. Robbins has served as our Executive Vice
President of Worldwide Sales since January 2009. From July 2007
to January 2009, Mr. Robbins served as Senior Vice
President of Sales for the Americas geography. From April 2006
to July 2007, he served as Senior Vice President of the Asia
Pacific and Japan geography. Mr. Robbins joined Symantec
through the Companys acquisition of Veritas in July 2005
and served as our Vice President of Eastern United States and
National Telecommunications Sales until April 2006. At Veritas,
he served as Vice President of Eastern United States and
National Telecommunications Sales from April 2005 to July 2005,
Vice President, Northern Europe Sales from January 2005 to April
2005 and from April 2002 to December 2004, he served as Vice
President, Worldwide Sales Operations. Mr. Robbins holds
bachelors degrees in business administration and
economics, both with top honors from Southern Methodist
University in Dallas. He is also a Certified Management
Accountant.
Mr. Taylor has served as our Executive Vice
President, General Counsel and Secretary since August 2008. From
February 2007 to August 2008, Mr. Taylor served as our Vice
President, Legal. Prior to joining Symantec, Mr. Taylor
held various legal and administrative positions at Phoenix
Technologies Ltd., a provider of core systems software, from
January 2002 to February 2007, including most recently as Chief
Administrative Officer, Senior Vice President and General
Counsel. From May 2000 to September 2001, he was Vice President
and General Counsel at Narus, Inc., a venture-backed private
company that designs IP network management software.
Mr. Taylor is a member of the board of directors of
VirnetX. He holds a Juris Doctorate from George Washington
University, and a bachelors degree from Stanford
University.
Mr. Thompson has served as our Group President,
Information Technology and Services Group since January 2008.
From February 2006 to January 2008, Mr. Thompson served as
Executive Vice President, Chief Information Officer. Prior to
joining Symantec, Mr. Thompson was Senior Vice President
and Chief Information Officer for Oracle Corporation, a global
enterprise software company from January 2005 to January 2006.
From August 1995 to January 2005, he was Vice President of
Services and Chief Information Officer at PeopleSoft, Inc., an
enterprise application software products developer, which was
later acquired by Oracle.
35
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of July 2,
2010, with respect to the beneficial ownership of Symantec
common stock by (i) each stockholder known by Symantec to
be the beneficial owner of more than 5% of Symantec common
stock, (ii) each member of the Board, (iii) the named
executive officers of Symantec included in the Summary
Compensation Table appearing on page 51 of this proxy
statement and (iv) all current executive officers and
directors of Symantec as a group.
Beneficial ownership is determined under the rules of the SEC
and generally includes voting or investment power with respect
to securities. Unless otherwise indicated below, the persons and
entities named in the table have sole voting and sole investment
power with respect to all shares beneficially owned, subject to
community property laws where applicable. Percentage ownership
is based on 788,938,395 shares of Symantec common stock
outstanding as of July 2, 2010 (excluding shares held in
treasury). Shares of common stock subject to stock options and
restricted stock units vesting on or before August 31, 2010
(within 60 days of July 2, 2010) are deemed to be
outstanding and beneficially owned for purposes of computing the
percentage ownership of such person but are not treated as
outstanding for purposes of computing the percentage ownership
of others.
|
|
|
|
|
|
|
|
|
|
|
Amount and
|
|
|
|
|
|
|
Nature of
|
|
|
|
|
|
|
Beneficial
|
|
|
Percent
|
|
Name and Address of Beneficial Owner
|
|
Ownership
|
|
|
of Class
|
|
|
5% Beneficial Owner
|
|
|
|
|
|
|
|
|
AXA(1)
|
|
|
53,888,290
|
|
|
|
6.8
|
%
|
BlackRock, Inc.(2)
|
|
|
44,500,769
|
|
|
|
5.6
|
%
|
Directors and Executive Officers
|
|
|
|
|
|
|
|
|
John W. Thompson(3)
|
|
|
5,294,910
|
|
|
|
*
|
|
Gregory W. Hughes(4)
|
|
|
1,309,108
|
|
|
|
*
|
|
Enrique Salem(5)
|
|
|
1,168,105
|
|
|
|
*
|
|
James A. Beer(6)
|
|
|
595,714
|
|
|
|
*
|
|
J. David Thompson(7)
|
|
|
484,579
|
|
|
|
*
|
|
William T. Robbins(8)
|
|
|
403,961
|
|
|
|
*
|
|
Robert S. Miller(9)
|
|
|
270,555
|
|
|
|
*
|
|
Michael A. Brown(10)
|
|
|
239,434
|
|
|
|
*
|
|
V. Paul Unruh(11)
|
|
|
213,143
|
|
|
|
*
|
|
David L. Mahoney(12)
|
|
|
182,803
|
|
|
|
*
|
|
Daniel H. Schulman(13)
|
|
|
127,950
|
|
|
|
*
|
|
William T. Coleman(14)
|
|
|
123,371
|
|
|
|
*
|
|
Frank E. Dangeard
|
|
|
41,112
|
|
|
|
*
|
|
Geraldine B. Laybourne
|
|
|
42,740
|
|
|
|
*
|
|
Stephen M. Bennett
|
|
|
17,907
|
|
|
|
*
|
|
All current Symantec executive officers and directors as a group
(18 persons)(15)
|
|
|
10,693,756
|
|
|
|
1.3
|
%
|
|
|
|
* |
|
Less than 1%. |
|
|
|
Indicates former executive officer. |
|
(1) |
|
Based solely on a Schedule 13G filing made by AXA
Assurances IARD Mutuelle and AXA Assurances Vie Mutuelle
(collectively, the Mutuelles AXA), AXA and AXA
Financial, Inc. on February 12, 2010. Mutuelles AXA
controls AXA, which is the parent holding company of AXA
Financial, the parent holding company of AllianceBernstein LP,
an investment advisor. A majority of the shares reported on the
Schedule 13G are held by unaffiliated third-party accounts
managed by AllianceBernstein. The address of AXA Financial is
1290 Avenue of the Americas, New York, NY 10104 |
36
|
|
|
(2) |
|
Based solely on a Schedule 13G filing made by BlackRock,
Inc. on January 29, 2010, reporting sole voting and
dispositive power over the shares. This stockholders
address is 40 East 52nd Street, New York, NY 10022. |
|
(3) |
|
Includes 3,951,880 shares subject to options that will be
exercisable as of August 31, 2010. |
|
(4) |
|
Mr. Hughes resigned from the Company effective
June 30, 2010. Includes 1,257,335 shares subject to
options that will be exercisable as of August 31, 2010. |
|
(5) |
|
Includes 909,211 shares subject to options that will be
exercisable as of August 31, 2010. |
|
(6) |
|
Includes 511,875 shares subject to options that will be
exercisable as of August 31, 2010. |
|
(7) |
|
Includes 456,875 shares subject to options that will be
exercisable as of August 31, 2010. |
|
(8) |
|
Includes 363,619 shares subject to options that will be
exercisable as of August 31, 2010. |
|
(9) |
|
Includes 148,000 shares subject to options that will be
exercisable as of August 31, 2010. |
|
(10) |
|
Includes 175,630 shares subject to options that will be
exercisable as of August 31, 2010. |
|
(11) |
|
Includes 180,630 shares subject to options that will be
exercisable as of August 31, 2010. |
|
(12) |
|
Includes 106,000 shares subject to options that will be
exercisable as of August 31, 2010. |
|
(13) |
|
Includes 61,000 shares subject to options that will be
exercisable as of August 31, 2010. |
|
(14) |
|
Includes 100,000 shares subject to options that will be
exercisable as of August 31, 2010. |
|
(15) |
|
Includes 8,288,636 shares subject to options that will be
exercisable as of August 31, 2010. |
Symantec has adopted a policy that executive officers and
members of the Board hold an equity stake in the Company. The
policy requires each executive officer to hold a minimum number
of shares of Symantec common stock. Newly appointed executive
officers are not required to immediately establish their
position, but are expected to make regular progress to achieve
it. The Nominating and Governance Committee reviews the minimum
number of shares held by the executive officers and directors
from time to time. The purpose of the policy is to more directly
align the interests of our executive officers and directors with
our stockholders. See Stock Ownership Requirements
under Compensation Discussion & Analysis for a
description of the stock ownership requirements applicable to
our executive officers.
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16 of the Exchange Act requires Symantecs
directors, executive officers and any persons who own more than
10% of Symantecs common stock, to file initial reports of
ownership and reports of changes in ownership with the SEC. Such
persons are required by SEC regulation to furnish Symantec with
copies of all Section 16(a) forms that they file.
Based solely on its review of the copies of such forms furnished
to Symantec and written representations from the directors and
executive officers, Symantec believes that all
Section 16(a) filing requirements were met in fiscal year
2010.
37
EXECUTIVE
COMPENSATION AND RELATED INFORMATION
COMPENSATION
DISCUSSION & ANALYSIS (CD&A)
INTRODUCTION
This compensation discussion and analysis describes the material
elements of Symantecs executive compensation program for
fiscal 2010. The purpose of this program is to continue to
attract, appropriately motivate and retain highly-qualified
executives who are committed to Symantecs success both in
the near future and over a long term. This CD&A describes
how the Compensation Committee approached and determined our
executive compensation program for fiscal 2010 with respect to
our named executive officers (NEOs). For fiscal
2010, our named executive officers were:
|
|
|
|
|
Enrique Salem, President and Chief Executive Officer
|
|
|
|
James A. Beer, Executive Vice President and Chief Financial
Officer
|
|
|
|
Gregory W. Hughes, Former Group President, Enterprise Products
|
|
|
|
William T. Robbins, Executive Vice President, Worldwide Sales
|
|
|
|
J. David Thompson, Group President, IT and Services Group
|
Our
Compensation Philosophy
Our executive compensation programs are designed to drive our
success as a market leader in the information technology
industry. In structuring and overseeing these programs, we focus
on the achievement of corporate and business unit objectives,
attracting and retaining highly-qualified executive management,
and maximizing long-term stockholder value.
A number of principles and circumstances inform our executive
compensation decisions. An important principle driving our
compensation programs is our belief that it benefits all of our
constituencies for managements compensation to be tied to
our current and long-term performance. As a result, at-risk pay
comprises a significant portion of our executive compensation,
in particular for individuals holding more senior and
influential positions at Symantec.
We look to relevant market and industry practices to structure
compensation packages that are competitive in the markets in
which we compete for executive talent. While we strive for a
basic level of internal pay equity among our management team
members, we also believe that it is important to reward
outstanding individual performance, team success, and
company-wide results.
We are also sensitive to our need to balance the interests of
our executives with those of our stockholders, especially when
our compensation decisions might increase our cost structure or
contribute to stockholder dilution. We focus on appropriately
balancing and aligning the interests of all of our
constituencies our stockholders, our executive
officers, the remainder of our employee base, our business
partners and our community.
Summary
of Compensation Matters During Fiscal 2010
Notwithstanding the challenging macroeconomic environment,
Symantec achieved some meaningful successes in fiscal 2010. As
detailed below, three core financial metrics are used to measure
company performance under our executive compensation programs:
revenue, earnings per share and cash flow from operations. In
addition, other than for our CEO, business unit performance
metrics were a factor in the target bonus awards of our named
executive officers under our Executive Annual Incentive Plan.
Although Symantecs revenue and earnings per share declined
slightly year over year, the Companys business continued
to deliver strong cash flow from operations. Our named executive
officers were compensated consistent with our
pay-for-performance
38
compensation philosophy and in keeping with the terms of our
compensation arrangements. The following compensation for fiscal
2010 is discussed in greater detail in this CD&A:
|
|
|
|
|
For fiscal 2010, salaries of the named executive officers did
not increase, except in connection with promotions, for the
third consecutive year due to a number of factors, including the
challenging macroeconomic environment, our review of relevant
market data and our reduction in cost structure;
|
|
|
|
For fiscal 2010, each of our named executive officers received
well less than his target payout (in the range of 46% below a
full payout to 85% below a full payout) under the metrics used
under our Fiscal Year 2010 Executive Annual Incentive Plans
based on Symantecs performance and (except in the case of
our CEO) the performance of each named executive officers
respective business unit;
|
|
|
|
For fiscal 2010, our operating cash flow target was
$1,567 million and we achieved 108% of our target,
resulting in a payout of 140% of target bonus amounts under our
Long Term Incentive Plan for our named executive officers who
remain our employees as of the end of fiscal 2012; and
|
|
|
|
For fiscal 2010, the named executive officers other than the CEO
received approximately 55% of the value of their equity
compensation in the form of restricted stock units and 45% in
stock options, while the CEO received approximately 55% of his
equity compensation in fiscal 2010 in the form of stock options
and 45% in the form of restricted stock units.
|
Roles
of Our Compensation Committee, Executive Officers and
Consultants in our Compensation Process
The Compensation Committee, which is comprised entirely of
independent directors, is responsible for overseeing all of
Symantecs compensation programs, including the
compensation payable to our named executive officers. For more
details about the Compensation Committees functions and
additional information about Compensation Committee members, see
the Corporate Governance Standards and Director
Independence section (beginning on page 6) and
the Board Committees and Their Functions section
(beginning on page 10).
The independent directors of the Board evaluate the CEOs
performance and the Compensation Committee then reviews and
recommends to the independent members of the Board all
compensation arrangements for the CEO. After discussion, the
independent members of the Board determine the CEOs
compensation. The Compensation Committee also discusses the
performance of the other named executive officers with the CEO,
reviews the compensation recommendations that the CEO submits
for the other named executive officers, makes any appropriate
adjustments, and approves their compensation.
Since fiscal 2004, the Compensation Committee has engaged
Mercer, an outside consulting firm, to provide advice and
ongoing recommendations on executive compensation matters. The
Compensation Committee oversees Mercers engagement. Mercer
representatives meet informally with the Compensation Committee
Chair and the Chief Human Resources Officer and regularly with
the Compensation Committee during its regular meetings,
including in executive sessions from time to time without any
members of management present.
As part of its engagement in fiscal 2010, Mercer provided, among
other services, advice and recommendations on the amount or form
of executive and director compensation. For example, Mercer
evaluated and advised the Compensation Committee on the peer
group that the Compensation Committee uses to develop a market
composite for purposes of establishing named executive officer
pay levels (as described below), the competitiveness of our
director and executive compensation programs, the proposed
performance goals and ranges for incentive plans,
compensation-related trends and developments in our industry and
the broader talent market and regulatory developments relating
to compensation practices.
We paid Mercer approximately $220,000 for executive compensation
services in fiscal 2010. In addition, with the Compensation
Committees approval, management engaged and Symantec paid
Mercer and its affiliates for other services, including
approximately $700,000 for benefits consulting and $195,000 for
other non-executive compensation services. We also reimbursed
Mercer and its affiliates for reasonable travel and business
expenses.
The Compensation Committee establishes our compensation
philosophy and approves our compensation programs and solicits
input and advice from several of our executive officers and
Mercer. As mentioned above, our CEO provides the Board and
Compensation Committee with feedback on the performance of our
executive officers
39
and makes compensation recommendations which go to the
Compensation Committee for their approval. Our CEO, CFO, Chief
Human Resources Officer and General Counsel regularly attend the
Compensation Committees meetings to provide: their
perspectives on competition in the industry, the needs of the
business, information regarding Symantecs performance, and
other advice specific to their areas of expertise. In addition,
at the Compensation Committees direction, Mercer works
with our Chief Human Resources Officer and other members of
management to obtain information necessary for Mercer to make
their own recommendations as to various matters as well as to
evaluate managements recommendations.
FACTORS
WE CONSIDER IN DETERMINING OUR COMPENSATION PROGRAMS
We apply a number of compensation policies and analytic tools in
implementing our compensation principles. These policies and
tools guide the Compensation Committee in determining the mix
and value of the compensation components for our named executive
officers. They include:
A Total Rewards Approach: Elements of the
total rewards offered to our executive officers include base
salary, short- and long-term incentives including equity awards,
health benefits, a deferred compensation program and a
consistent focus on individual professional growth and
opportunities for new challenges.
Focus on
Pay-for-Performance: Our
executive compensation program is designed to reward executives
for results. As described below, the pay mix for named executive
officers emphasizes variable pay in the form of short- and
long-term cash and equity awards. Short-term results are
measured by annual financial performance, specifically revenue,
earnings per share and, for all named executive officers other
than our CEO, business unit performance. Long-term results are
measured by (a) share price appreciation, and
(b) achievement of operating cash flow targets.
Appropriate Market Positioning: Our current
policy is to target the base salary and annual short-term cash
incentive structure for named executive officers at the 65th
percentile of the relevant market composite, as described below,
with target long-term incentive opportunities and benefits for
named executive officers at the 50th percentile of the relevant
market composite. Base salary and short-term cash incentives are
positioned at this level in order to attract and retain high
caliber talent in the highly competitive technology market. The
target long-term incentive strategy allows us to be competitive
in the market for top talent, while providing alignment with
stockholders and keeping the burn rate and dilution associated
with our equity compensation programs within a range we deem
appropriate. As described below, the pay mix for executives
emphasizes long-term performance through a majority of pay
opportunity coming in the form of long-term award vehicles. By
using these targets, we believe that upside opportunity in the
short- and long-term incentive plans is available in the event
of outstanding financial performance. The Compensation Committee
may set the actual components for an individual named executive
officer above or below the positioning benchmark based on
factors such as experience, performance achieved, specific
skills or competencies, the desired pay mix (e.g., emphasizing
short- or long-term results), and our budget.
Competitive Market Assessments: Market
competitiveness is one factor that the Compensation Committee
considers each year in determining a named executive
officers overall compensation package, including pay mix.
The Compensation Committee relies on various data sources to
evaluate the market competitiveness of each pay element,
including publicly-disclosed data from a peer group of companies
(see discussion below) and published survey data from a broader
set of information technology companies that are similar in size
to Symantec and that the Compensation Committee and its
advisors, including Mercer, believe represent Symantecs
competition in the broader talent market. The peer groups
proxy statements provide detailed pay data for the top five
positions. Survey data provides compensation information from a
broader group of information technology companies, with
positions matched based on specific job scope and
responsibilities. The Compensation Committee considers data from
these sources in developing a market composite that it uses as a
framework for making compensation decisions for each named
executive officers position.
Symantec is a prominent participant in the information
technology industry. This industry is characterized by rapid
rates of change, intense competition from small and large
companies, and significant cross-over in leadership talent
needs. As such, we compete for executive talent with leading
software and services companies as well as in the broad
information technology industry. Further, because we believe
that stockholders measure our performance against a wide array
of technology peers, the Compensation Committee uses a peer
group that consists of a broader group of high technology
companies in different market segments that are of a comparable
size to us. The
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Compensation Committee uses the peer group, as well as other
relevant market data, to develop a market composite for purposes
of establishing named executive officer pay levels (as described
above). In addition, the peer group performance is used as input
for setting performance targets for our annual incentive plan.
The peer group is generally reviewed on an annual basis, and may
be adjusted from time to time based on a comparison of market
capitalization, industry and peer group performance. For fiscal
2010, the Compensation Committee, with Mercers advice,
included the following companies in its peer group analysis:
Adobe Systems, Analog Devices, Apple, Computer Associates, Cisco
Systems, Electronic Arts, EMC, Harris Interactive, Juniper
Networks, Lexmark International, Network Appliance, Oracle,
Qualcomm, Seagate Technology, and Yahoo!.
Appropriate Pay Mix: In determining the mix of
the various reward elements and the value of each component, the
Compensation Committee takes into account the executives
role, the competitiveness of the market for executive talent,
individual and Company performance, business unit performance,
internal pay equity and historical compensation. Details of the
various programs and how they support the overall business
strategy are outlined in Compensation Components. In
making its determinations with regard to compensation, the
Compensation Committee reviews the various compensation elements
for the CEO and the other named executive officers (including
base salary, target annual bonus, target and accrued award
payments under the Long Term Incentive Plans, and the value of
vested and unvested equity awards). For example, our long-term
incentive compensation strategy is to divide the target
long-term incentive compensation value for our named executive
officers equally among restricted stock units, stock options,
and cash long-term incentive awards. We believe this diversified
allocation appropriately aligns the interests of these executive
officers with those of our stockholders while maintaining
balance in the design of compensation paid to our executive
officers.
The percentage of an executive officers compensation
opportunity that is at-risk or variable instead of fixed is
based primarily on the officers level of influence at
Symantec. Executive officers generally have a greater portion of
their pay at risk through short- and long-term incentive
programs than the rest of our employee population because of
their relatively greater responsibility and ability to influence
the Companys performance. This is achieved by having
higher target short-term incentive opportunities and higher
equity grant levels relative to base salary than employees who
are not senior executives. A materially higher proportion of the
CEOs compensation opportunity is at-risk relative to the
other named executive officers because the nature of his role
and ability to influence the Companys performance.
The Compensation Committee, in consultation with Mercer, has
conducted a risk analysis on Symantecs compensation
policies and practices, and does not believe that our
compensation programs encourage excessive or inappropriate risk
taking by our executives or are reasonably likely to have a
material adverse effect on the Company. The Compensation
Committees compensation-related risk management role is
discussed in the Corporate Governance section under Boards
Role in Risk Oversight on page 8 and Board Committees and
Their Functions on page 10.
Form and Mix of Long-Term Equity Incentive
Compensation: We currently use two forms of
equity for long-term equity incentive compensation: stock
options and restricted stock units. (See Equity Incentive
Awards below for more information regarding the specific
features of each form). Starting in fiscal 2007, we increased
the proportion of restricted stock units granted to senior
executives relative to options. For fiscal 2010, the named
executive officers, other than the CEO, received approximately
55% of the value of their equity compensation in the form of
restricted stock units and 45% in the form of stock options,
while the CEO received approximately 55% of his equity
compensation in fiscal 2010 in the form of stock options. These
percentages (and other percentage-based equity awards value
discussed below) are based on the grant date fair value of the
shares of common stock underlying the restricted stock units and
the grant date fair value of the options using the Black-Scholes
option pricing method. The awards made to our named executive
officers other than the CEO are determined by the Compensation
Committee after reviewing recommendations made by the CEO. In
determining its recommendations to the independent directors of
the Board, in the case of CEO compensation, and in making
compensation decisions with respect to other named executive
officers, the Compensation Committee may consider factors such
as the individuals tenure at the Company, industry
experience, current pay mix, long-term equity and cash awards
previously granted to the individual, retention considerations,
business unit performance, individual performance, and other
factors.
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COMPENSATION
COMPONENTS
Compensation for our named executive officers includes the
following components:
Base
Salary
The annual base salary for our named executive officers is our
primary form of fixed (not at-risk) compensation. The
Compensation Committee reviews the named executive
officers salaries annually as part of its overall
competitive market assessment and may make adjustments based on
positioning relative to market, individual role and contribution
levels, and our overall salary budget. The Compensation
Committee reviews the CEOs salary in executive session
(i.e., without any executives present), and changes are
considered in light of market pay assessments and the
Compensation Committees annual CEO performance evaluation.
In setting the base salaries for the other named executive
officers, the Compensation Committee also considers the
recommendations of the CEO based upon his annual review of their
performance.
For fiscal 2010, the Compensation Committee did not increase the
salaries of the named executive officers, except in connection
with promotions, for the third consecutive year due to a number
of factors, including the challenging economic environment, our
reduction in cost structure and Symantecs performance in
fiscal 2010. Specific information regarding fiscal 2010 salary
amounts is contained in the Summary Compensation Table beginning
on page 51.
Executive
Annual Incentive Plans
The Executive Annual Incentive Plans for our executive officers
are adopted pursuant to the Senior Executive Incentive Plan
(SEIP) most recently approved by our stockholders in
2008. The Executive Annual Incentive Plans adopted under the
SEIP are annual cash incentive plans that reward named executive
officers (and other participants) for generating strong
financial results for our Company in the short term. To support
collaboration within the senior leadership group, all named
executive officers earn incentive compensation based on
performance against pre-determined corporate goals described
below. The Compensation Committee may choose to measure the
named executive officers achievement against specific
business unit or individual performance targets as well.
Executive Annual Incentive Plan Target
Opportunities: Under the Executive Annual
Incentive Plans for a given fiscal year, each named executive
officer has a target award opportunity, expressed as a
percentage of base salary, with the ability to earn above or
below that target based on actual performance. The Compensation
Committee uses peer group and survey data as input in
determining the target bonus levels for our Executive Annual
Incentive Plans. In addition, the award opportunities for fiscal
2010 were determined based on a market composite, the desired
mix between cash and equity-based incentive pay, internal pay
equity goals, and the role of the named executive officer. For
fiscal 2010, the target opportunity for Enrique Salem, who
served as our President and Chief Executive Officer in fiscal
2010 was 125% of his base salary; and the target opportunity was
80% of base salary for our other named executive officers. Each
named executive officer must achieve threshold performance for
each metric established in the named executive officers
executive annual incentive plan in order to receive any payment
for such metric. To motivate our named executive officers to
drive for superior performance, the non-GAAP revenue and EPS
(defined below) portions of the award opportunity were otherwise
uncapped in amount, in that overachievement of performance goals
can result in payments in excess of target, although the
Executive Annual Incentive Plan has an overall cap of
$5 million that any single named executive officer may be
paid for a single fiscal year.
Executive Annual Incentive Plan Performance Measures and
Target Setting: Executive Annual Incentive
Plan performance targets are established on or about the
beginning of each plan year. Our management develops proposed
goals with reference to a variety of factors, including our
historical performance, internal budgets, market and peer
performance, and external expectations for our performance. The
Compensation Committee reviews, adjusts as necessary, and
approves the goals, the range of performance, and the weighting
of the goals. Following the end of each fiscal year, the
Compensation Committee reviews our actual performance against
the performance measures established in the fiscal years
Executive Annual Incentive Plans (after making any appropriate
adjustments to such measures for the effects of corporate events
that were not anticipated in establishing the performance
measures), determines the extent of achievement and approves
annual cash incentives, if warranted. In determining
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the achievement of performance goals for fiscal 2010, the
Compensation Committee made adjustments for several acquisitions
made during the year. The determination of awards for named
executive officer incentives is formulaic, although the
Compensation Committee has the discretion to adjust awards as
appropriate. The Compensation Committee did not exercise such
discretion for fiscal 2010.
The performance measures in the Fiscal Year 2010 Executive
Annual Incentive Plans for the named executive officers included
as reported non-GAAP earnings per share (EPS) and
non-GAAP revenue achievement. For our CEO, these two performance
measures were weighted equally. For all named executive officers
other than the CEO, the Fiscal Year 2010 Executive Annual
Incentive Plans also included business unit performance against
budget as a performance metric. For Messrs. Beer, Hughes,
Robbins and Thompson, their respective group performance against
budget metric had a 30% weighting, with the revenue metric
weighted at 50% and EPS metrics weighted at 20%.
We used the above performance metrics because:
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Over time, EPS and revenue measures have strongly correlated
with stockholder value creation for Symantec;
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Improvement in EPS and revenue measures aligns with our overall
growth strategy;
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The EPS and revenue measures are transparent to investors and
are included in our quarterly earnings releases;
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The EPS and revenue measures balance growth and
profitability; and
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The business unit performance metrics drive behavior in a manner
that aligns enterprise and business unit results.
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For the non-GAAP revenue and non-GAAP EPS metrics for
fiscal 2010, the Compensation Committee established a threshold
and target performance level that represented 70% and 100% of
target funding levels, respectively. Target performance
objectives are established based on a range of inputs, including
external market economic conditions, growth outlooks for our
product portfolio, the competitive environment, our internal
budgets, and market expectations. If results for a goal are
below threshold, the funding level for that goal is 0%, and
participants will be paid no incentive compensation for that
goal. At threshold, the goal is funded at the 70% level. At
target, the goal is funded at the 100% level. Below target, the
payout for revenue achievement decreases by 5% of the target
opportunity for each additional 1% below target revenue
achievement levels (assuming the threshold is met). Above
target, the payout for revenue achievement increases by 10% of
the target opportunity for each additional 1% above target
achievement levels up to 10% over target, and then beyond that
increases by 15% for each additional 1% above 110% achievement.
Below target, the payout for EPS achievement decreases by 5% of
the target opportunity for each additional 1% below target EPS
achievement levels (assuming the threshold is met). Results
above target EPS provide an additional 5% payout for each
additional 1% above target EPS achievement levels.
Fiscal
Year 2010 Results
For fiscal 2010, our non-GAAP revenue target was
$6,238 million and our non-GAAP EPS target was $1.50
per share. The Company performed at 91.9% of the revenue goal,
resulting in no payout for that portion of the plan based on the
plan target amount, and performed at 95.7% of the
non-GAAP EPS goal, resulting in a payout for that portion
of the plan at 75% of the plan target amount. For purposes of
calculating achievements under these goals, foreign exchange
movements were held constant at plan rates, pursuant to the
terms of the plans. These levels of achievement compare to our
reported decreases in non-GAAP revenue and non-GAAP EPS of
approximately 3% and 4%, respectively, from fiscal 2009 to
fiscal 2010. The Company does not intend to disclose the
specific targets for the business unit performance against
budget, as its segment-level business plan is highly
confidential and not reported publicly. Disclosing specific
business unit-level spending objectives would provide
competitors and third parties with insights into the
Companys internal planning processes which might allow our
competitors to predict certain business strategies and cause us
competitive harm. The amounts paid out with respect to the
business unit metrics applicable to Messrs. Beer, Hughes,
Robbins and Thompson, as a percentage of the target payout
amounts relating to business unit performance were 130%, 0%,
100% and 75%, respectively. The Compensation Committee
43
believed when it established these business unit performance
metrics under the Fiscal Year 2010 Annual Incentive Plans that
while actual results were uncertain it was reasonably likely
that the Company would achieve at or close to the target goals.
As noted above, performance objectives are established based on
a range of inputs, including external market economic
conditions, growth outlooks for our product portfolio, the
competitive environment, our internal budgets, and market
expectations.
For Messrs. Salem, Beer, Hughes, Robbins and Thompson, the
metric achievements for fiscal 2010 described above resulted in
a payout of 37.5%, 54%, 15%, 45% and 37.5% of the officers
respective target bonus amount, respectively (in each case,
amounts paid are reflected in the Summary Compensation Table
beginning on page 51).
Long Term
Incentive Plans (LTIP)
In May 2009, the Compensation Committee approved our LTIP for
fiscal 2010. Under the terms of the FY10 LTIP, named executive
officers are eligible to receive performance-based compensation
based upon the level of attainment of target operating cash flow
through the Companys fiscal year ending April 2,
2010. The Compensation Committee implemented the FY10 LTIP in
order to provide an ongoing retention and performance incentive
by balancing option and restricted stock unit vesting periods
(four and three years respectively) with a component that will
enhance the alignment to long-term financial performance. The
FY10 LTIP was adopted pursuant to the SEIP most recently
approved by our stockholders in 2008.
As we currently operate the SEIP, the long-term incentive metric
is measured at the end of the one-year performance period (i.e.,
the end of fiscal 2010) and, subject to the meeting of the
performance target(s) and satisfaction of continuing service
requirements, will be paid following the last day of the second
fiscal year following the end of the performance period (i.e.,
the end of fiscal 2012). We believe the combination of these
performance goals and this time-based vesting period provide
appropriate performance incentives and promote the long-term
retention of our executive officers. By basing the FY10 LTIP
payout on operating cash flow, the plan focuses on a specific,
measurable corporate goal that is aligned with generating
stockholder value, and provides performance-based compensation
based upon the actual achievement of the goal. We believe that
the exclusive metric of operating cash flow, as opposed to
revenue or EPS, appropriately focuses our executives on tangible
growth and cost reduction opportunities. Operating cash flow is
also a direct measure of business success and balances the
annual plan measures that are not subject to some of the timing
issues associated with the accounting rules relating to revenues
and EPS, which can lead to fluctuations in results that are not
necessarily directly tied to our business success. For our named
executive officers, the target FY10 LTIP awards were: Enrique
Salem, $2,000,000; James Beer, $330,000; Gregory Hughes,
$330,000; William Robbins, $330,000; and David Thompson,
$330,000. A participant is eligible for 25% of the target FY10
LTIP award if at least 85% of budgeted operating cash flow
target is achieved with respect to the performance period and
for up to 200% of the target FY10 LTIP award if at least 120% of
budgeted operating cash flow is attained with respect to the
performance period. A participant must be an employee of the
Company on the payment date to receive the payment, creating a
strong incentive for our executive officers to serve through the
payment date for these awards. Subject to certain limited
exceptions, a participant who terminates his or her employment
with the Company before the payment date will not be eligible to
receive the payment or any prorated portion thereof.
For fiscal 2010, our operating cash flow target was
$1,567 million and we achieved 108% of our target,
resulting in a payout of 140% of target bonus amounts under our
FY10 LTIP for our named executive officers who remain our
employees as of the end of fiscal 2012. Accordingly,
Messrs. Salem, Beer, Robbins and Thompson will each receive
payouts of $2,800,000, $462,000, $462,000 and $462,000,
respectively, if they remain employed by us on such date. This
level of achievement against target compares to our reported
increase in cash flow from operations of approximately 1% from
fiscal 2009 to fiscal 2010.
Equity
Incentive Awards
The primary purpose of our equity incentive awards is to align
the interests of our named executive officers with those of our
stockholders by rewarding the named executive officers for
creating stockholder value over the long-term. By compensating
our executives with the Companys equity, our executives
hold a stake in the Companys financial future. The gains
realized in the long term depend on our executives ability
to drive the
44
financial performance of the Company. Equity incentive awards
are also a useful vehicle for attracting and retaining executive
talent in our competitive talent market.
Our 2004 Equity Incentive Plan provides for the award of stock
options, stock appreciation rights, restricted stock, and
restricted stock units. We granted named executive officers
stock options and restricted stock units in fiscal 2010 (as
described in more detail below, including under the Summary
Compensation Table and Grant of Plan-Based Awards table on pages
51 and 53, respectively). We also offer all employees the
opportunity to participate in the 2008 Employee Stock Purchase
Plan, which allows for the purchase of our stock at a discount
to the fair market value through payroll deductions. This plan
is designed to comply with Section 423 of the Code. During
fiscal 2010, three named executive officers participated in the
2008 Employee Stock Purchase Plan.
We seek to provide equity incentive awards that are competitive
with companies in our peer group and the other information
technology companies that the Compensation Committee includes in
its market composite. As such, we establish target equity
incentive award grant guideline levels for the named executive
officers based on market pay assessments. When making annual
equity awards to named executive officers, we consider corporate
results during the past year, the role, responsibility and
performance of the individual named executive officer, the
competitive market assessment described above, prior equity
awards, and the level of vested and unvested equity awards then
held by each named executive officer. In making equity awards,
we also generally take into consideration gains recognizable by
the executive from equity awards made in prior years. Mercer
provides the Compensation Committee with market data on these
matters, as well as providing to the Compensation Committee
summaries of the prior grants made to the individual named
executive officers.
For fiscal 2010, approximately 55% of the named executive
officers equity incentive award value was granted in the
form of restricted stock units and approximately 45% in the form
of stock options (other than Mr. Salem, as noted above).
Stock Options: Options provide an
incentive for executives to drive long-term share price
appreciation through the development and execution of effective
long-term strategies. Stock option value is only realized if the
trading price of our common stock increases so that option
holder interests are therefore aligned with stockholder
interests. Stock options are issued with exercise prices at 100%
of the grant-date fair market value to assure that executives
will receive a benefit only when the trading price increases.
Option awards generally have value for the executive only if the
executive remains employed for the period required for the
shares to vest. Options granted in fiscal 2010 vest 25% after
the first year and on a monthly basis thereafter for the next
36 months, and, if not exercised, expire in a maximum of
seven years (or earlier in the case of termination of
employment). Providing for four-year option vesting creates
retention value and is in line with market practices among
companies in our market composite. (Details of stock options
granted to the named executive officers in fiscal 2010 are
disclosed in the Summary Compensation Table and Grants of
Plan-Based Awards table included on pages 51 and 53,
respectively.)
Restricted Stock Units (RSUs): RSUs
represent the right to receive one share of Symantec common
stock for each RSU vested upon the settlement date, which is the
date on which certain conditions, such as continued employment
with us for a pre-determined length of time, are satisfied.
Starting in fiscal 2007, we elected to substitute a percentage
of the named executive officers equity incentive award
value, which had historically been provided with only stock
options, with RSUs. This change was made, and the Compensation
Committee has continued this practice, to enhance the retention
of named executive officers and balance the more volatile
rewards associated with stock options. The Compensation
Committee believes that RSUs align the interests of the named
executive officers with the interests of the stockholders
because the value of these awards appreciate if the trading
price of our common stock appreciates, and also have retention
value even during periods in which our trading price does not
appreciate, which supports continuity in the senior management
team.
Shares of our stock are issued to RSU holders as the awards
vest. The vesting schedule for RSUs granted to our named
executive officers in fiscal 2010 provided that each award vests
in four equal annual installments. The vesting schedule of RSUs
was changed from 3 years to 4 years for the FY10
grants in order to align with the vesting schedule of stock
options which vest over 4 years. (Details of RSUs granted
to the named executive officers in fiscal 2010 are disclosed in
the Summary Compensation Table and Grants of Plan-Based Awards
table on pages 51 and 53, respectively.)
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Burn Rate and Dilution: We closely
manage how we use our equity to compensate employees. We think
of gross burn rate as the total number of shares
granted under all of our equity incentive plans during a period
divided by the average number of shares of common stock
outstanding during that period and expressed as a percentage. We
think of net burn rate as the total number of shares
granted under all of our equity incentive plans during a period,
minus the total number of shares returned to such plans through
awards cancelled during that period, divided by the average
number of shares of common stock outstanding during that period,
and expressed as a percentage. Overhang we think of
as the total number of shares underlying options and awards
outstanding plus shares available for issuance under all of our
equity incentive plans at the end of a period divided by the
average number of shares of common stock outstanding during that
period and expressed as a percentage. For purposes of these
calculations, each full-value award grant (e.g., restricted
stock unit) is treated as the equivalent of the grant of two
options in order to recognize the economic difference in the
equity vehicle types. The Compensation Committee targets an
annual gross burn rate of approximately 3% to allow for
effective attraction, retention and motivation of senior
management and the broader employee base, while staying within
parameters acceptable to stockholders. The Compensation
Committee determines the percentage of equity to be made
available for our equity programs with reference to the
companies in our market composite. In addition, the Compensation
Committee considers the accounting costs that will be reflected
in our financial statements when establishing the forms of
equity to be granted and the size of the overall pool available.
From fiscal 2005 through fiscal 2009, our gross and net burn
rates were at or below 3%. For fiscal 2010, our gross burn rate
was 3.27%, our net burn rate was 2.68%, and our overhang was
17.1%. Our burn rate was somewhat higher than our historical
averages in fiscal 2010 due to competitive pressures.
Equity Grant Practices: The
Compensation Committee generally approves grants to the named
executive officers at its first meeting of each fiscal year, or
shortly thereafter through subsequent action. The grant date for
all stock options and RSUs granted to employees, including the
named executive officers, is the 10th day of the month following
the applicable meeting or, if the meeting occurs within the
first ten days of a particular month, the grant date is the
10th day of that month (in each case, if the 10th day
is not a business day, the grant is generally made on the
previous business day to such day). The exercise price for stock
options is the closing price of our common stock, as reported on
the Nasdaq Global Select Market, on the date of grant. The
Compensation Committee does not coordinate the timing of equity
awards with the release of material nonpublic information. RSUs
may be granted from time to time throughout the year, but all
RSUs generally vest on either March 1, June 1,
September 1 or December 1 for administrative reasons.
Change of Control and Severance
Arrangements: The vesting of certain stock
options and RSUs held by our named executive officers will
accelerate if they experience an involuntary (including
constructive) termination of employment under certain
circumstances. In addition, in September 2009, we entered into
an employment agreement with Enrique Salem to provide him
certain benefits upon the involuntary termination of his
employment under certain circumstances, including acceleration
of vesting benefits in connection with a change of control. For
additional information about these arrangements, see
Potential Payments Upon Termination or Change in
Control, beginning on page 56.
Retention
and Other Awards
Certain business conditions may warrant using additional
compensation approaches to attract, retain or motivate
executives. Such conditions include acquisitions and
divestitures, attracting or retaining specific or unique talent,
and recognition for exceptional contributions. In these
situations, the Compensation Committee considers the business
needs and the potential costs and benefits of special rewards.
No retention awards were provided to our named executive
officers in fiscal 2010 as the overall composition and amount of
other reward elements was judged to be sufficient to provide an
appropriate incentive and retention level.
Other
Benefits
All named executive officers are eligible to participate in our
401(k) plan (which includes our matching contributions), health
and dental coverage, life insurance, disability insurance, paid
time off, and paid holidays on the same terms as are available
to all employees generally. These rewards are designed to be
competitive with overall market practices, and are in place to
attract and retain the talent needed in the business. In
addition, named
46
executive officers are eligible to participate in the deferred
compensation plan, and to receive other benefits described below.
Deferred Compensation: Symantecs
named executive officers are eligible to participate in a
nonqualified deferred compensation plan that provides
U.S. employees (including our named executive officers) the
opportunity to defer up to 75% of base salary and 100% of cash
bonuses for payment at a future date. This plan is provided to
be competitive in the executive talent market, and to provide
executives with a tax-efficient alternative for receiving
earnings. One of our named executive officers participated in
this plan during fiscal 2010. The plan is described further
under Non-Qualified Deferred Compensation in Fiscal
2010, beginning on page 56.
Additional Benefits: Symantecs
named executive officers typically do not receive perquisites,
except in limited circumstances when deemed appropriate by the
Compensation Committee. For example, an additional benefit
available to named executive officers is reimbursement for up to
$10,000 for financial planning services. The Compensation
Committee provides certain perquisites because it believes they
are for business-related purposes or are prevalent in the
marketplace for executive talent. The value of the perquisites
we provide are taxable to the named executive officers and the
incremental cost to us for providing these perquisites is
reflected in the Summary Compensation Table. (These benefits are
disclosed in the All Other Compensation column of the Summary
Compensation Table on page 51).
Change in Control and Severance
Agreements: Our Executive Retention Plan
provides participants with double trigger acceleration of equity
awards, where equity vesting is only accelerated in the event
the individuals employment is terminated without cause, or
is constructively terminated, within 12 months after a
change in control of the Company (as defined in the plan). We
believe that the double trigger acceleration provision
appropriately achieves the intent of the plan without providing
an undue benefit to executives who continue to be employed
following a change in control transaction. The intent of the
plan is to enable named executive officers to have a balanced
perspective in making overall business decisions in the context
of a potential acquisition of the Company, as well as to be
competitive with market practices. The Compensation Committee
believes that change in control benefits, if structured
appropriately, serve to minimize the distraction caused by a
potential transaction and reduce the risk that key talent would
leave the Company before a transaction closes. In September
2009, we entered into an employment agreement with Enrique
Salem, in connection with his promotion to CEO in April 2009, to
provide him certain benefits upon the involuntary termination of
his employment under certain circumstances, including
acceleration of vesting and severance payments in connection
with a change of control. We believe that providing these
protections to Mr. Salem is competitively prudent and
reasonable within our industry. We do not provide for
gross-ups of
excise tax values under Section 4999 of the Internal
Revenue Code. Rather, we allow the named executive officer to
reduce the benefit received or waive the accelerated vesting of
options to avoid excess payment penalties. Details of each
individual named executive officers benefits, including
estimates of amounts payable in specified circumstances, are
disclosed under Potential Payments Upon Termination or
Change in Control beginning on page 56 below.
SUPPLEMENTARY
POLICIES AND CONSIDERATIONS
We use several additional policies to ensure that the overall
compensation structure is responsive to stockholder interests
and competitive with the market. Specific policies include:
Stock
Ownership Requirements
To ensure that our executive management teams interests
are aligned with our stockholders, we instituted stock ownership
requirements in October 2005. Minimum ownership levels are based
on the executives salary grade:
|
|
|
|
|
CEO: 150,000 shares
|
|
|
|
CFO: 85,000 shares
|
|
|
|
Group Presidents and Executive Vice Presidents:
35,000 shares
|
47
Each person holding one of the positions listed above is
required to acquire and thereafter maintain the stock ownership
required within four years of becoming an executive of Symantec
(or four years following the adoption date of these guidelines).
Stock options and unvested restricted stock awards or restricted
stock units do not count toward stock ownership requirements.
Until an executive meets the applicable stock ownership
requirement, the executive is encouraged to retain a percentage
of any shares received as a result of the exercise of any stock
option or other equity award, net of the applicable exercise
price and tax withholdings.
As of July 2, 2010, Messrs. Salem, Hughes and Robbins
have reached the stated ownership requirements. See the table
below for individual ownership levels relative to the
executives ownership requirement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ownership
|
|
|
|
|
|
|
|
|
|
Requirement
|
|
|
Holdings as of
|
|
|
Additional Shares
|
|
Named Executive Officer
|
|
(# of shares)
|
|
|
July 2, 2010
|
|
|
Required
|
|
|
Enrique Salem
|
|
|
150,000
|
|
|
|
258,894
|
|
|
|
|
|
James A. Beer
|
|
|
85,000
|
|
|
|
83,839
|
|
|
|
1,161
|
|
Gregory W. Hughes
|
|
|
35,000
|
|
|
|
51,773
|
|
|
|
|
|
William T. Robbins
|
|
|
35,000
|
|
|
|
40,342
|
|
|
|
|
|
J. David Thompson
|
|
|
35,000
|
|
|
|
27,704
|
|
|
|
7,296
|
|
Recoupment
Policies (Clawbacks)
Since fiscal 2009, we have included provisions within our
executive annual incentive plans to the effect that we will seek
reimbursement of excess incentive cash compensation if our
financial statements are the subject of a restatement due to
error or misconduct. Our long-term incentive plans have
contained such provisions since their inception during fiscal
2008.
Certain
Other Securities Matters
Our Insider Trading Policy provides that no director or
executive officer may maintain a margin arrangement involving
Symantecs securities while in possession of material
non-public information about Symantec, engage in any short sale
transaction involving Symantecs securities or purchase or
write any put or call option involving Symantecs
securities.
In addition, our Insider Trading Policy requires that our Chief
Executive Officer, Chief Financial Officer, and each of our
directors conduct open market transactions in our securities
only through use of stock trading plans adopted pursuant to
Rule 10b5-1
of the Securities Exchange Act of 1934.
Rule 10b5-1
allows insiders to sell and diversify their holdings in our
stock over a designated period by adopting pre-arranged stock
trading plans at a time when they are not aware of material
nonpublic information about us, and thereafter sell shares of
our common stock in accordance with the terms of their stock
trading plans without regard to whether or not they are in
possession of material nonpublic information about the Company
at the time of the sale. All other executives are strongly
encouraged to trade using 10b5-1 plans.
Tax and
Accounting Considerations on Compensation
The financial reporting and income tax consequences to the
Company of individual compensation elements are important
considerations for the Compensation Committee when it reviews
compensation practices and makes compensation decisions. While
structuring compensation programs that result in more favorable
tax and financial reporting treatment is a general principle,
the Compensation Committee balances these goals with other
business needs that may be inconsistent with obtaining the most
favorable tax and accounting treatment for each component of its
compensation.
Deductibility by Symantec. Under
Section 162(m) of the Internal Revenue Code, we may not
receive a federal income tax deduction for compensation that is
not performance-based (as defined in the Section 162(m)
rules) paid to the Chief Executive Officer and the next three
most highly compensated executive officers (other than our Chief
Financial Officer) to the extent that any of these persons
receives more than $1,000,000 in
48
nonperformance-based compensation in any one year. While the
Compensation Committee considers the Companys ability to
deduct compensation amounts paid or to be paid to its executive
officers in determining appropriate levels or manner of
compensation, it may from time to time approve additional
amounts of compensation that are not fully deductible under
Section 162(m).
Salaries for the named executive officers do not qualify as
performance-based compensation; however, as no officer received
salary in excess of $1,000,000 during fiscal 2010, the entire
amount of salaries paid to our named executive officers is
deductible. Our executive annual incentive and cash long-term
incentive plans are structured so that they are
performance-based and therefore deductible. We believe that all
of the stock options granted to the named executive officers
under our 1996 Equity Incentive Plan and 2004 Equity Incentive
Plan qualify under Section 162(m) as performance-based
compensation and that all amounts of compensation related to
options held by our named executive officers should be fully
deductible. Our RSU grants vest on a time-based vesting schedule
and therefore are not considered performance-based under the
Section 162(m) rules. Accordingly, amounts of compensation
related to RSUs held by our named executive officers may not be
fully deductible (depending upon the value of our stock, and the
amount of other nonperformance-based compensation an officer has
during the year in which any portion of an RSU vests).
Tax Implications for
Officers. Section 409A of the Internal
Revenue Code imposes additional income taxes on executive
officers for certain types of deferred compensation that do not
comply with Section 409A. The Company attempts in good
faith to structure compensation so that it either conforms with
the requirements of or qualifies for an exception under Code
Section 409A. Section 280G of the Internal Revenue
Code imposes an excise tax on payments to executives of
severance or change of control compensation that exceed the
levels specified in the Section 280G rules. Our named
executive officers could receive the amounts shown in the
section entitled Potential Payments Upon Termination or
Change in Control (beginning on page 56 below) as
severance or change of control payments that could implicate
this excise tax. As mentioned above, we do not offer our
officers as part of their change of control benefits any
gross-ups
related to this excise tax under Code Section 4999.
Accounting Considerations. The
Compensation Committee also considers the accounting and cash
flow implications of various forms of executive compensation. In
its financial statements, the Company records salaries and
performance-based compensation incentives as expenses in the
amount paid, or to be paid, to the named executive officers.
Accounting rules also require the Company to record an expense
in its financial statements for equity awards, even though
equity awards are not paid as cash to employees. The accounting
expense of equity awards to employees is calculated in
accordance with the requirements of FASB Accounting Standards
Codification Topic 718. The Compensation Committee
believes, however, that the many advantages of equity
compensation, as discussed above, more than compensate for the
non-cash accounting expense associated with them.
Compensation
Committee Interlocks and Insider Participation
The members of Symantecs Compensation Committee during
fiscal year 2010 were Michael A. Brown, William T. Coleman,
Geraldine B. Laybourne, David L. Mahoney and Daniel H. Schulman.
None of the members of Symantecs Compensation Committee in
fiscal year 2010 was at any time during fiscal year 2010 or at
any other time an officer or employee of Symantec or any of its
subsidiaries, and none had or have any relationships with
Symantec that are required to be disclosed under Item 404
of
Regulation S-K.
None of Symantecs executive officers has served as a
member of the Board, or as a member of the compensation or
similar committee, of any entity that has one or more executive
officers who served on our Board or Compensation Committee
during fiscal year 2010.
49
Compensation
Committee Report
The information contained in the following report of
Symantecs Compensation Committee is not considered to be
soliciting material, filed or
incorporated by reference in any past or future filing by
Symantec under the Securities Exchange Act of 1934 or the
Securities Act of 1933 unless and only to the extent that
Symantec specifically incorporates it by reference.
The Compensation Committee has reviewed and discussed with
management the Compensation Discussion and Analysis
(CD&A) contained in this proxy statement. Based
on this review and discussion, the Compensation Committee has
recommended to the Board that the CD&A be included in this
proxy statement and incorporated into our Annual Report on
Form 10-K
for the fiscal year ended April 2, 2010.
By: The Compensation Committee of the Board of Directors:
Stephen M. Bennett
Michael A. Brown
Geraldine B. Laybourne
David L. Mahoney
Daniel H. Schulman (Chair)
50
Summary
of Compensation
The following table shows for the fiscal year ended
April 2, 2010, compensation awarded to or paid to, or
earned by, our Chief Executive Officer, our Chief Financial
Officer and the three most highly compensated executive officers
who were serving as executive officers (other than as our Chief
Executive Officer or Chief Financial Officer) at April 2,
2010 (the Named Executive Officers or
NEOs).
Summary
Compensation Table for Fiscal 2010
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|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
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|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
Incentive Plan
|
|
All Other
|
|
|
|
|
Fiscal
|
|
Salary
|
|
Bonus
|
|
Awards
|
|
Awards
|
|
Compensation
|
|
Compensation
|
|
Total
|
Name and Principal Position
|
|
Year
|
|
($)
|
|
($)
|
|
($)(1)
|
|
($)(2)
|
|
($)
|
|
($)
|
|
($)
|
|
Enrique Salem
|
|
|
2010
|
|
|
|
625,000
|
|
|
|
|
|
|
|
2,398,200
|
|
|
|
2,888,793
|
|
|
|
3,092,969
|
(3)
|
|
|
17,387
|
(4)
|
|
|
9,022,349
|
|
President and Chief Executive
|
|
|
2009
|
|
|
|
625,000
|
|
|
|
|
|
|
|
999,500
|
|
|
|
1,267,848
|
|
|
|
1,246,875
|
(5)
|
|
|
15,756
|
(6)
|
|
|
4,154,979
|
|
Officer
|
|
|
2008
|
|
|
|
509,659
|
|
|
|
|
|
|
|
1,511,000
|
|
|
|
1,344,745
|
|
|
|
941,386
|
(7)
|
|
|
21,482
|
(8)
|
|
|
4,328,272
|
|
James A. Beer
|
|
|
2010
|
|
|
|
660,000
|
|
|
|
|
|
|
|
720,040
|
|
|
|
547,106
|
|
|
|
747,120
|
(9)
|
|
|
12,949
|
(10)
|
|
|
2,687,215
|
|
Executive Vice President,
|
|
|
2009
|
|
|
|
660,000
|
|
|
|
|
|
|
|
599,700
|
|
|
|
528,270
|
|
|
|
884,700
|
(11)
|
|
|
8,998
|
(12)
|
|
|
2,681,668
|
|
Chief Financial Officer
|
|
|
2008
|
|
|
|
660,000
|
|
|
|
|
|
|
|
974,000
|
|
|
|
859,665
|
|
|
|
1,079,700
|
(13)
|
|
|
17,997
|
(14)
|
|
|
3,591,362
|
|
Gregory W. Hughes(15)
|
|
|
2010
|
|
|
|
498,994
|
|
|
|
|
|
|
|
704,720
|
|
|
|
506,580
|
|
|
|
522,000
|
(16)
|
|
|
19,202
|
(17)
|
|
|
2,251,496
|
|
Former Group President,
|
|
|
2009
|
|
|
|
475,860
|
|
|
|
|
|
|
|
599,700
|
|
|
|
528,270
|
|
|
|
633,877
|
(18)
|
|
|
16,655
|
(19)
|
|
|
2,254,362
|
|
Enterprise Product Group
|
|
|
2008
|
|
|
|
475,860
|
|
|
|
|
|
|
|
974,000
|
|
|
|
859,665
|
|
|
|
983,098
|
(20)
|
|
|
43,434
|
(21)
|
|
|
3,336,057
|
|
William T. Robbins
|
|
|
2010
|
|
|
|
453,375
|
|
|
|
|
|
|
|
812,930
|
|
|
|
684,845
|
|
|
|
625,800
|
(22)
|
|
|
194,627
|
(23)
|
|
|
2,771,577
|
|
Executive Vice President, Worldwide Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J. David Thompson
|
|
|
2010
|
|
|
|
435,000
|
|
|
|
|
|
|
|
459,600
|
|
|
|
405,264
|
|
|
|
592,500
|
(24)
|
|
|
25,027
|
(25)
|
|
|
1,917,391
|
|
Group President, Information Technology and Services Group
|
|
|
2009
|
|
|
|
435,000
|
|
|
|
|
|
|
|
599,700
|
|
|
|
475,443
|
|
|
|
573,930
|
(26)
|
|
|
6,000
|
(27)
|
|
|
2,090,073
|
|
|
|
|
(1) |
|
Amounts shown in this column reflect the aggregate full grant
date fair value calculated in accordance with FASB Accounting
Standards Codification Topic 718 for stock awards granted during
the fiscal year. |
|
(2) |
|
Amounts shown in this column reflect the aggregate full grant
date fair value calculated in accordance with FASB Accounting
Standards Codification Topic 718 for option awards granted
during the fiscal year. |
|
(3) |
|
This amount represents (a) $292,969 for
Mr. Salems executive annual bonus under his Executive
Annual Incentive Plan for fiscal 2010, which was earned in
fiscal 2010 and paid in fiscal 2011, and (b) $2,800,000 for
Mr. Salems performance during fiscal 2010 under the
FY10 LTIP. Mr. Salem will be eligible to receive the FY10
LTIP award if he remains employed by the Company through the
last day of fiscal 2012. |
|
(4) |
|
This amount represents (a) $7,387 for coverage of expenses
related to Mr. Salems attendance at the
Companys FY09 sales achievers trip, and
(b) $10,000 for reimbursement for tax services. |
|
(5) |
|
This amount represents (a) $796,875 for
Mr. Salems executive annual bonus under his Executive
Annual Incentive Plan for fiscal 2009, which was earned in
fiscal 2009 and paid in fiscal 2010, and (b) $450,000
accrued on Mr. Salems behalf for performance during
fiscal 2009 under the FY09 LTIP. Mr. Salem will be eligible
to receive the FY09 LTIP award if he remains employed by the
Company through the last day of fiscal 2011. |
|
(6) |
|
This amount represents coverage of expenses related to
Mr. Salems attendance at the Companys FY08
sales achievers trip and Board retreat. |
|
(7) |
|
This amount represents (a) $468,886 for
Mr. Salems executive annual bonus under his Executive
Annual Incentive Plan for fiscal 2008, which was earned in
fiscal 2008 and paid in fiscal 2009, and (b) $472,500
accrued on Mr. Salems behalf for performance during
fiscal 2008 under the FY08 LTIP. |
|
(8) |
|
This amount represents coverage of expenses related to
Mr. Salems attendance at the Companys FY07
sales achievers trip and Board retreat. |
|
(9) |
|
This amount represents (a) $285,120 for
Mr. Beers executive annual bonus under his Executive
Annual Incentive Plan for fiscal 2010, which was earned in
fiscal 2010 and paid in fiscal 2011, and (b) $462,000 for
Mr. Beers performance during fiscal 2010 under the
FY10 LTIP. Mr. Beer will be eligible to receive the FY10
LTIP award if he remains employed by the Company through the
last day of fiscal 2012. |
51
|
|
|
(10) |
|
This amount represents (a) $363 for coverage of expenses
related to attendance at the FY09 Board retreat, (b) $879
for membership fees, (c) $5,707 for reimbursement for tax
services, and (d) $6,000 for the Companys
contributions to Mr. Beers account under its 401(k)
plan. |
|
(11) |
|
This amount includes (a) $673,200 for Mr. Beers
executive annual bonus under his Executive Annual Incentive Plan
for fiscal 2009, which was earned in fiscal 2009 and paid in
fiscal 2010, and (b) $211,500 accrued on
Mr. Beers behalf for performance during fiscal 2009
under the FY09 LTIP. Mr. Beer will be eligible to receive
the FY09 LTIP award if he remains employed by the Company
through the last day of fiscal 2011. |
|
(12) |
|
This amount represents coverage of expenses related to
attendance at the FY08 Board retreat, reimbursement for tax
services and the Companys contributions to
Mr. Beers account under its 401(k) plan. |
|
(13) |
|
This amount represents (a) $607,200 for
Mr. Beers executive annual bonus under his Executive
Annual Incentive Plan for fiscal 2008, which was earned in
fiscal 2008 and paid in fiscal 2009, and (b) $472,500
accrued on Mr. Beers behalf for performance during
fiscal 2008 under the FY08 LTIP. |
|
(14) |
|
This amount represents coverage of expenses related to
attendance at the FY07 Board retreat, reimbursement for tax
services and the Companys contributions to
Mr. Beers account under its 401(k) plan. |
|
(15) |
|
Mr. Hughes resigned from the Company effective
June 30, 2010. |
|
(16) |
|
This amount represents (a) $60,000 for
Mr. Hughes executive annual bonus under his Executive
Annual Incentive Plan for fiscal 2010, which was earned in
fiscal 2010 and paid in fiscal 2011, and (b) $462,000 for
Mr. Hughes performance during fiscal 2010 under the
FY10 LTIP. Mr. Hughes will not be eligible to receive the
FY10 LTIP award because his employment with the Company
terminated on June 30, 2010. |
|
(17) |
|
This amount includes (a) $732 for retroactive pay,
(b) $2,319 for coverage of expenses related to attendance
at the Companys FY09 Board retreat, (c) $6,151 for
the Companys contributions to Mr. Hughes
account under its 401(k) plan, and (d) $10,000 for
reimbursement for tax services. |
|
(18) |
|
This amount represents (a) $485,377 for
Mr. Hughes executive annual bonus under his Executive
Annual Incentive Plan for fiscal 2009, which was earned in
fiscal 2009 and paid in fiscal 2010, and (b) $148,500
accrued on Mr. Hughes behalf for performance during
fiscal 2009 under the FY09 LTIP. Mr. Hughes will not be
eligible to receive the FY09 LTIP award because his employment
with the Company terminated on June 30, 2010. |
|
(19) |
|
This amount includes coverage of expenses related to attendance
at the Companys FY08 Board retreat, the Companys
contributions to Mr. Hughes account under its 401(k)
plan and reimbursement for tax services. |
|
(20) |
|
This amount represents (a) $510,598 for
Mr. Hughes executive annual bonus under his Executive
Annual Incentive Plan for fiscal 2008, which was earned in
fiscal 2008 and paid in fiscal 2009, and (b) $472,500
accrued on Mr. Hughes behalf for performance during
fiscal 2008 under the FY08 LTIP. |
|
(21) |
|
This amount represents coverage of expenses related to
attendance at the Companys FY07 sales achievers trip
and Board retreat, the Companys contributions to
Mr. Hughes account under its 401(k) plan, and
reimbursement for tax services. |
|
(22) |
|
This amount represents (a) $163,800 for
Mr. Robbins executive annual bonus under his
Executive Annual Incentive Plan for fiscal 2010, which was
earned in fiscal 2010 and paid in fiscal 2011, and
(b) $462,000 for Mr. Robbins performance during
fiscal 2010 under the FY10 LTIP. Mr. Robbins will be
eligible to receive the FY10 LTIP award if he remains employed
by the Company through the last day of fiscal 2012. |
|
(23) |
|
This amount represents (a) $1,182 for retroactive pay,
(b) $179,634 for an Expatriate US Tax Payment gross up,
(c) $12,207 for coverage of expenses related to attendance
at the Companys FY09 sales achievers trip,
(d) $857 for coverage of expenses related to attendance at
the Companys FY09 Board retreat, and (e) $747 for
reimbursement for tax services for Mr. Robbins. |
|
(24) |
|
This amount represents (a) $130,500 for
Mr. Thompsons executive annual bonus under his
Executive Annual Incentive Plan for fiscal 2010, which was
earned in fiscal 2010 and paid in fiscal 2011, and
(b) $462,000 for Mr. Thompsons performance
during fiscal 2010 under the FY10 LTIP. Mr. Thompson will
be eligible to receive the FY10 LTIP award if he remains
employed by the Company through the last day of fiscal 2012. |
52
|
|
|
(25) |
|
This amount represents (a) $12,249 for coverage of expenses
related to attendance at the Companys FY09 sales
achievers trip, (b) $5,690 for reimbursement for tax
services, and (c) $7,088 for the Companys
contributions to Mr. Thompsons account under its
401(k) plan. |
|
(26) |
|
This amount represents (a) $425,430 for
Mr. Thompsons executive annual bonus under his
Executive Annual Incentive Plan for fiscal 2009, which was
earned in fiscal 2009 and paid in fiscal 2010, and
(b) $148,500 accrued on Mr. Thompsons behalf for
performance during fiscal 2009 under the FY09 LTIP.
Mr. Thompson will be eligible to receive the FY09 LTIP
award if he remains employed by the Company through the last day
of fiscal 2011. |
|
(27) |
|
This amount represents the Companys contributions to
Mr. Thompsons account under its 401(k) plan. |
The following table shows for the fiscal year ended
April 2, 2010, certain information regarding grants of
plan-based awards to the Named Executive Officers from our
incentive plans:
Grants of
Plan-Based Awards in Fiscal 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
Awards:
|
|
|
|
|
|
Grant Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Number of
|
|
|
Exercise or
|
|
|
Fair Value
|
|
|
|
|
|
|
Estimated Future Payouts Under Non-Equity
|
|
|
Shares of
|
|
|
Securities
|
|
|
Base Price
|
|
|
of Stock
|
|
|
|
|
|
|
Incentive Plan Awards
|
|
|
Stock or
|
|
|
Underlying
|
|
|
of Option
|
|
|
and Option
|
|
|
|
Grant
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Units
|
|
|
Options
|
|
|
Awards
|
|
|
Awards
|
|
Name
|
|
Date(2)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
(#)
|
|
|
(#)
|
|
|
($/Sh)
|
|
|
($)
|
|
|
Enrique Salem
|
|
|
4/10/2009
|
|
|
|
546,875
|
(1)
|
|
|
781,250
|
(1)
|
|
|
5,000,000
|
(1)
|
|
|
140,000
|
|
|
|
510,000
|
|
|
|
17.13
|
|
|
|
5,286,993
|
|
|
|
|
|
|
|
|
156,250
|
(3)
|
|
|
2,000,000
|
(3)
|
|
|
4,000,000
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James A. Beer
|
|
|
5/11/2009
|
|
|
|
422,400
|
(1)
|
|
|
528,000
|
(1)
|
|
|
5,000,000
|
(1)
|
|
|
47,000
|
|
|
|
108,000
|
|
|
|
15.32
|
|
|
|
1,267,146
|
|
|
|
|
|
|
|
|
165,000
|
(3)
|
|
|
330,000
|
(3)
|
|
|
660,000
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory W. Hughes
|
|
|
5/11/2009
|
|
|
|
350,000
|
(1)
|
|
|
400,000
|
(1)
|
|
|
5,000,000
|
(1)
|
|
|
46,000
|
|
|
|
100,000
|
|
|
|
15.32
|
|
|
|
1,211,300
|
|
|
|
|
|
|
|
|
125,000
|
(3)
|
|
|
330,000
|
(3)
|
|
|
660,000
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William T. Robbins
|
|
|
4/10/2009
|
|
|
|
318,500
|
(1)
|
|
|
364,000
|
(1)
|
|
|
5,000,000
|
(1)
|
|
|
9,000
|
|
|
|
27,000
|
|
|
|
17.13
|
|
|
|
307,106
|
|
|
|
|
5/11/2009
|
|
|
|
113,750
|
(3)
|
|
|
330,000
|
(3)
|
|
|
660,000
|
(3)
|
|
|
43,000
|
|
|
|
105,000
|
|
|
|
15.32
|
|
|
|
1,190,669
|
|
J. David Thompson
|
|
|
5/11/2009
|
|
|
|
304,500
|
(1)
|
|
|
348,000
|
(1)
|
|
|
5,000,000
|
(1)
|
|
|
30,000
|
|
|
|
80,000
|
|
|
|
15.32
|
|
|
|
864,864
|
|
|
|
|
|
|
|
|
108,750
|
(3)
|
|
|
330,000
|
(3)
|
|
|
660,000
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents threshold, target and maximum payouts with respect to
each applicable metric under the FY10 Executive Annual Incentive
Plan. |
|
(2) |
|
Represents grant date of stock awards and option awards. |
|
(3) |
|
Represents threshold, target and maximum payouts under the FY10
LTIP. Payment under this plan is contingent upon employment
through the last day of fiscal 2012. |
For a summary of the terms of the FY10 Executive Annual
Incentive Plan, see Compensation Discussion &
Analysis (CD&A) Compensation
Components Executive Annual Incentive Plans
beginning on page 42. For a summary of the terms of the
FY10 LTIP, see Compensation Discussion &
Analysis (CD&A) Compensation
Components Long Term Incentive Plans (LTIP)
beginning on page 44.
53
The following table shows for the fiscal year ended
April 2, 2010, certain information regarding outstanding
equity awards at fiscal year end for the Named Executive
Officers.
Outstanding
Equity Awards At Fiscal Year-End 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Market Value
|
|
|
|
|
|
|
Securities
|
|
|
Securities
|
|
|
|
|
|
|
|
|
Shares or
|
|
|
of Shares or
|
|
|
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
Units of
|
|
|
Units of
|
|
|
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Option
|
|
|
|
|
|
Stock That
|
|
|
Stock That
|
|
|
|
|
|
|
Options
|
|
|
Options
|
|
|
Exercise
|
|
|
Option
|
|
|
Have Not
|
|
|
Have Not
|
|
|
|
|
|
|
(#)
|
|
|
(#)
|
|
|
Price
|
|
|
Expiration
|
|
|
Vested
|
|
|
Vested
|
|
Name
|
|
Grant Date
|
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
($)
|
|
|
Date
|
|
|
(#)
|
|
|
($)
|
|
|
Enrique Salem
|
|
|
6/22/2004
|
|
|
|
174,836
|
|
|
|
|
|
|
|
1.61,
|
|
|
|
6/22/2014,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20.36
|
(1)
|
|
|
7/15/2013,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/5/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
10/20/2005
|
|
|
|
70,000
|
|
|
|
|
|
|
|
22.68
|
|
|
|
10/20/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
5/12/2006
|
|
|
|
167,708
|
|
|
|
7,292
|
(2)
|
|
|
17.02
|
|
|
|
5/12/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
5/10/2007
|
|
|
|
106,250
|
|
|
|
43,750
|
(3)
|
|
|
19.48
|
|
|
|
5/10/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
2/8/2008
|
|
|
|
52,083
|
|
|
|
47,917
|
(4)
|
|
|
17.90
|
|
|
|
2/8/2015
|
|
|
|
15,000
|
(5)
|
|
|
251,550
|
|
|
|
|
5/9/2008
|
|
|
|
110,000
|
|
|
|
130,000
|
(6)
|
|
|
19.99
|
|
|
|
5/9/2015
|
|
|
|
33,334
|
(7)
|
|
|
559,011
|
|
|
|
|
4/10/2009
|
|
|
|
|
|
|
|
510,000
|
(8)
|
|
|
17.13
|
|
|
|
4/10/2016
|
|
|
|
105,000
|
(9)
|
|
|
1,760,850
|
|
James A. Beer
|
|
|
3/3/2006
|
|
|
|
300,000
|
|
|
|
|
|
|
|
16.98
|
|
|
|
3/3/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
5/10/2007
|
|
|
|
106,250
|
|
|
|
43,750
|
(3)
|
|
|
19.48
|
|
|
|
5/10/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
5/9/2008
|
|
|
|
45,833
|
|
|
|
54,167
|
(6)
|
|
|
19.99
|
|
|
|
5/9/2015
|
|
|
|
20,000
|
(10)
|
|
|
335,400
|
|
|
|
|
5/11/2009
|
|
|
|
|
|
|
|
108,000
|
(11)
|
|
|
15.32
|
|
|
|
5/11/2016
|
|
|
|
47,000
|
(12)
|
|
|
944,790
|
|
Gregory W. Hughes
|
|
|
11/4/2003
|
|
|
|
562,099
|
|
|
|
|
|
|
|
32.96
|
|
|
|
11/4/2013,
|
|
|
|
|
|
|
|
|
|
|
|
|
2/15/2005
|
|
|
|
252,945
|
|
|
|
|
|
|
|
21.85
|
|
|
|
2/15/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
7/2/2005
|
|
|
|
87,500
|
|
|
|
|
|
|
|
21.22
|
|
|
|
7/2/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
10/20/2005
|
|
|
|
35,000
|
|
|
|
|
|
|
|
22.68
|
|
|
|
10/20/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
5/12/2006
|
|
|
|
119,791
|
|
|
|
5,209
|
(2)
|
|
|
17.02
|
|
|
|
5/12/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
5/10/2007
|
|
|
|
106,250
|
|
|
|
43,750
|
(3)
|
|
|
19.48
|
|
|
|
5/10/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
5/9/2008
|
|
|
|
45,833
|
|
|
|
54,167
|
(6)
|
|
|
19.99
|
|
|
|
5/9/2015
|
|
|
|
20,000
|
(10)
|
|
|
335,400
|
|
|
|
|
5/11/2009
|
|
|
|
|
|
|
|
100,000
|
(11)
|
|
|
15.32
|
|
|
|
5/11/2016
|
|
|
|
46,000
|
(13)
|
|
|
771,420
|
|
William T. Robbins
|
|
|
5/3/2002
|
|
|
|
56,209
|
|
|
|
|
|
|
|
23.04
|
|
|
|
5/3/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
11/19/2002
|
|
|
|
45,670
|
|
|
|
|
|
|
|
14.46
|
|
|
|
11/19/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
2/17/2004
|
|
|
|
50,589
|
|
|
|
|
|
|
|
29.39
|
|
|
|
2/17/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
2/15/2005
|
|
|
|
50,589
|
|
|
|
|
|
|
|
21.85
|
|
|
|
2/15/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
10/20/2005
|
|
|
|
20,000
|
|
|
|
|
|
|
|
22.68
|
|
|
|
10/20/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
6/20/2006
|
|
|
|
28,175
|
|
|
|
1,875
|
(14)
|
|
|
15.90
|
|
|
|
6/20/2013
|
|
|
|
1,875
|
(15)
|
|
|
31,444
|
|
|
|
|
5/10/2007
|
|
|
|
29,750
|
|
|
|
12,250
|
(3)
|
|
|
19.48
|
|
|
|
5/10/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
7/10/2007
|
|
|
|
5,666
|
|
|
|
2,334
|
(3)
|
|
|
18.87
|
|
|
|
7/10/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
5/9/2008
|
|
|
|
22,916
|
|
|
|
27,084
|
(6)
|
|
|
19.99
|
|
|
|
5/9/2015
|
|
|
|
16,667
|
(16)
|
|
|
279,506
|
|
|
|
|
4/10/2009
|
|
|
|
|
|
|
|
27,000
|
(8)
|
|
|
17.13
|
|
|
|
4/10/2016
|
|
|
|
6,750
|
(17)
|
|
|
113,198
|
|
|
|
|
5/11/2009
|
|
|
|
|
|
|
|
105,000
|
(11)
|
|
|
15.32
|
|
|
|
5/11/2016
|
|
|
|
43,000
|
(18)
|
|
|
721,110
|
|
J. David Thompson
|
|
|
2/3/2006
|
|
|
|
300,000
|
|
|
|
|
|
|
|
16.90
|
|
|
|
2/3/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
5/10/2007
|
|
|
|
70,833
|
|
|
|
29,167
|
(3)
|
|
|
19.48
|
|
|
|
5/10/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
5/9/2008
|
|
|
|
41,250
|
|
|
|
48,750
|
(6)
|
|
|
19.99
|
|
|
|
5/9/2015
|
|
|
|
20,000
|
(10)
|
|
|
335,400
|
|
|
|
|
5/11/2009
|
|
|
|
|
|
|
|
80,000
|
(11)
|
|
|
15.32
|
|
|
|
5/11/2016
|
|
|
|
30,000
|
(19)
|
|
|
503,100
|
|
|
|
|
(1) |
|
151,836 shares granted at $1.61 and 120,000 shares
granted at $20.36. |
|
(2) |
|
Unvested options vest in equal installments monthly on the 12th
of each month ending on 5/12/2010. |
54
|
|
|
(3) |
|
Unvested options vest in equal installments monthly on the 10th
of each month ending on 5/10/2011. |
|
(4) |
|
Unvested options vest in equal installments monthly on the 8th
of each month ending on 2/8/2012. |
|
(5) |
|
7,500 shares to vest on 3/1/2011 and 7,500 shares to
vest on 3/1/2012. |
|
(6) |
|
Unvested options vest in equal installments monthly on the 9th
of each month ending on 5/9/2012. |
|
(7) |
|
16,667 shares to vest on 6/1/2010 and 16,667 shares to
vest on 6/1/2011. |
|
(8) |
|
25% of options vest on 4/10/2010 and in equal installments
thereafter on the 10th of each month ending 4/10/2013. |
|
(9) |
|
35,000 shares to vest on 3/1/2011, 35,000 shares to
vest on 3/1/2012, and 35,000 shares to vest on 3/1/2013. |
|
(10) |
|
10,000 shares to vest on 6/1/2010 and 10,000 shares to
vest on 6/1/2011. |
|
(11) |
|
25% of options vest on 5/11/2010 and in equal installments
thereafter on the 11th of each month ending 5/11/2013. |
|
(12) |
|
11,750 shares to vest on 6/1/2010, 11,750 shares to
vest on 6/1/2011, 11,750 shares to vest on 6/1/2012, and
11,750 shares to vest on 6/1/2013. |
|
(13) |
|
11,500 shares to vest on 6/1/2010, 11,500 shares to
vest on 6/1/2011, 11,500 shares to vest on 6/1/2012, and
11,500 shares to vest on 6/1/2013. |
|
(14) |
|
Unvested options vest in equal installments monthly on the 20th
of each month ending on 6/20/2010. |
|
(15) |
|
1,875 shares to vest on 6/1/2010. |
|
(16) |
|
8,333 shares to vest on 6/1/2010 and 8,334 shares to
vest on 6/1/2011. |
|
(17) |
|
2,250 shares to vest on 3/1/2011, 2,250 shares to vest
on 3/1/2012, and 2,250 shares to vest on 3/1/2013. |
|
(18) |
|
10,750 shares to vest on 6/1/2010, 10,750 shares to
vest on 6/1/2011, 10,750 shares to vest on 6/1/2012, and
10,750 shares to vest on 6/1/2013. |
|
(19) |
|
7,500 shares to vest on 6/1/2010, 7,500 shares to vest
on 6/1/2011, 7,500 shares to vest on 6/1/2012, and
7,500 shares to vest on 6/1/2013. |
The following table shows for the fiscal year ended
April 2, 2010, certain information regarding option
exercises and stock vested during the last fiscal year with
respect to the Named Executive Officers:
Option
Exercises and Stock Vested in Fiscal 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
Number of
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
Shares
|
|
|
|
|
|
Shares
|
|
|
|
|
|
|
Acquired
|
|
|
Value Realized
|
|
|
Acquired
|
|
|
Value Realized
|
|
|
|
on Exercise
|
|
|
on Exercise
|
|
|
on Vesting
|
|
|
on Vesting
|
|
Name
|
|
(#)
|
|
|
($)
|
|
|
(#)
|
|
|
($)
|
|
|
Enrique Salem
|
|
|
|
|
|
|
|
|
|
|
84,166
|
|
|
|
1,362,223
|
|
James A. Beer
|
|
|
|
|
|
|
|
|
|
|
60,000
|
|
|
|
965,300
|
|
Gregory W. Hughes
|
|
|
|
|
|
|
|
|
|
|
35,000
|
|
|
|
548,800
|
|
William T. Robbins
|
|
|
|
|
|
|
|
|
|
|
37,458
|
|
|
|
589,591
|
|
J. David Thompson
|
|
|
|
|
|
|
|
|
|
|
26,666
|
|
|
|
418,123
|
|
55
Non-Qualified
Deferred Compensation in Fiscal 2010
The table below provides information on the non-qualified
deferred compensation of the named executive officers for the
fiscal year ended April 2, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Qualified Deferred Compensation
|
|
|
Executive
|
|
Registrant
|
|
Aggregate
|
|
|
|
Aggregate
|
|
|
Contributions in
|
|
Contributions in
|
|
Earnings in
|
|
Aggregate
|
|
Balance at
|
|
|
Last Fiscal
|
|
Last Fiscal
|
|
Last Fiscal
|
|
Withdrawals/
|
|
Last Fiscal
|
|
|
Year
|
|
Year
|
|
Year
|
|
Distributions
|
|
Year-End
|
Name
|
|
($)
|
|
($)
|
|
($)(2)
|
|
($)
|
|
($)
|
|
Enrique Salem
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James A. Beer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory W. Hughes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William T. Robbins
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J. David Thompson
|
|
|
75,072
|
(1)
|
|
|
|
|
|
|
58,982
|
(2)
|
|
|
|
|
|
|
208,640
|
|
|
|
|
(1) |
|
Represents $75,072 reported under the Salary column
of the Summary Compensation Table for Fiscal 2010. |
|
(2) |
|
Amounts reflected are not included in the Summary
Compensation Table because the earnings are not
preferential or above-market. |
In fiscal 2010, certain management employees on our
U.S. payroll with a base salary of $150,000 or greater,
including each of the named executive officers, are eligible to
participate in the Symantec Corporation Deferred Compensation
Plan. The plan provides the opportunity for participants to
defer up to 75% of base salary and 100% of variable pay each
year. Variable pay includes all bonus and commission payments.
Deferral elections must be made prior to the beginning of a
calendar year and cannot be revoked as of the day immediately
prior to commencement of that year. The plan is
unfunded and all deferrals are general assets of
Symantec. Amounts deferred by each participant under the plan
are credited to a bookkeeping account maintained on behalf of
each participant. The bookkeeping account under the plan will
then be adjusted based on the performance of the measurement
funds that have been selected by the participant. The
measurement funds available under the plan are substantially
identical to the investment funds available under our 401(k)
plan. Each participant may change their measurement fund
selections on a daily basis. The plan requires that benefits
accumulated in the bookkeeping accounts for each participant be
distributed to the participant following his or her termination
of employment with us for any reason and permits us to terminate
the plan and make such a distribution in the event of a change
in control of Symantec. We intend to take such action in the
event of a change in control of Symantec.
Potential
Payments Upon Termination or
Change-In-Control
Set forth below is a description of the plans and agreements
(other than the Deferred Compensation Plan) that could result in
potential payouts to the named executive officers in the case of
their termination of employment
and/or a
change in control of Symantec. For information regarding
potential payouts upon termination under the Deferred
Compensation Plan, in which J. David Thompson participates, see
Non-Qualified Deferred Compensation in Fiscal 2010
above.
Symantec
Executive Retention Plan
In January 2001, the Board approved the Symantec Executive
Retention Plan, to deal with employment termination resulting
from a change in control of the Company. The plan was modified
by the Board in July 2002, April 2006 and June 2007. Under the
terms of the plan, all equity compensation awards (including,
among others, options and restricted stock units) granted by the
Company to the Companys Section 16(b) officers
(including the named executive officers) would become fully
vested and, if applicable, exercisable following a change in
control of the Company (as defined in the plan) after which the
officers employment is terminated without cause or
constructively terminated by the acquirer within 12 months
after the change in control.
56
Symantec
Corporation Severance Plan
During fiscal 2008, we adopted the Symantec Corporation
Severance Plan, effective as of July 1, 2007, to provide
severance benefits to certain eligible employees of Symantec.
Individual employees must meet certain criteria in order to
participate in the plan, including, among other criteria,
(i) the employee is not entitled to severance under any
other plan, fund, program, policy, arrangement or individualized
written agreement providing for severance benefits that is
sponsored or funded by Symantec and (ii) the employee was
involuntarily terminated from active employment because of
market conditions or division performance resulting in
elimination of their position, and not solely because of poor
work performance.
Under the terms of the plan, eligible employees at the Vice
President level or above receive severance payments calculated
as follows: (i) severance payments equal to ten weeks of
base pay if such employee has been employed by Symantec for one
year or less; or (ii) severance payments equal to ten weeks
of base pay plus the amount calculated by multiplying two weeks
of base pay times the number of years of such employees
employment by Symantec after the first year of employment,
prorated through the termination date. If an eligible employee
timely elects COBRA continuation coverage under Symantecs
group insurance plans, Symantec will also subsidize the full
amount of premiums for such eligible employees for the period of
time upon which severance payments are paid under the plan.
Symantec will subsidize premiums for continuation coverage at
the same level of coverage in effect immediately before
termination of employment for the applicable employee. Eligible
employees at the Vice President level are also entitled to
receive six months of outplacement services, including
counseling and guidance.
Payment of severance payments and COBRA premiums and provision
of outplacement assistance pursuant to the Symantec Corporation
Severance Plan is subject to the applicable employees
returning a release of claims against Symantec.
Enrique
Salem
In accordance with an employment agreement dated
September 23, 2009 between Mr. Salem and Symantec, in
the event Mr. Salem resigns for good reason (i.e., material
reduction in responsibilities, position or salary) or is
terminated without cause (as defined in the agreement), he is
entitled to a severance payment equal to 3.375 times his annual
base salary, reimbursement of COBRA premiums for up to twelve
months and the vesting of his outstanding stock options and
restricted stock units will be accelerated by one year.
In the event that Mr. Salems employment is terminated
due to his death or disability, the vesting of his outstanding
options will remain exercisable, notwithstanding anything in any
other agreement governing such options, until the earlier of
(a) a period of one year after the termination date and
(b) the original term of the option.
In the event Mr. Salem is terminated without cause, not due
to death or permanent disability, nor resign for good reason,
that occurs during, or within the twelve (12) month period
following, the consummation of a Change in Control; or within
the sixty (60) day period prior to the date of a Change in
Control where the Change in Control was under consideration at
the time of Mr. Salems termination date, then
Mr. Salem shall be entitled to a severance payment equal to
4.5 times his annual base salary, reimbursement of COBRA
premiums for up to twelve months and full acceleration of any
then-unvested stock options and restricted stock units.
The following table summarizes the value of the payouts to
Mr. Salem pursuant to Mr. Salems employment
agreement, the Symantec Executive Retention Plan, assuming a
qualifying termination as of April 2, 2010 (intrinsic
values of equity awards are based upon the closing price for a
share of our common stock of $16.77 on April 2, 2010 minus
the exercise price):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance Pay
|
|
COBRA Premiums
|
|
Option Vesting
|
|
RSU Vesting
|
|
Resignation with Good Reason or Termination Without Cause or
Termination Due to Death or Disability
|
|
$
|
2,109,375
|
|
|
$
|
19,342
|
|
|
$
|
831,314
|
|
|
$
|
2,571,411
|
|
Termination Without Cause or Constructive Termination within
12 Months of a Change
|
|
$
|
2,812,500
|
|
|
$
|
19,342
|
|
|
$
|
831,314
|
|
|
$
|
2,571,411
|
|
57
James
A. Beer
The following table summarizes the value of the payouts to
Mr. Beer pursuant to the Symantec Executive Retention Plan
and the Symantec Corporation Severance Plan, assuming a
qualifying termination as of April 2, 2010 (intrinsic
values of equity awards are based upon the closing price for a
share of our common stock of $16.77 on April 2, 2010 minus
the exercise price):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination Without Cause or
|
|
|
Constructive Termination
|
Involuntary Termination Because of
|
|
Within 12 Months of a
|
Market Conditions or Division Performance
|
|
Change of Control
|
Severance Pay
|
|
COBRA Premiums
|
|
Option Vesting
|
|
RSU Vesting
|
|
$
|
205,362
|
|
|
$
|
6,081
|
|
|
$
|
156,600
|
|
|
$
|
1,123,590
|
|
Gregory
W. Hughes
Symantec entered into an employment agreement, dated
December 15, 2004 with Mr. Hughes, which became
effective on July 2, 2005. Pursuant to that agreement, if
the employment of Mr. Hughes is terminated by Symantec
without cause (as defined in Mr. Hughess agreement)
or is terminated due to death or permanent disability, or if
Mr. Hughes resigns with good reason (i.e. material
reduction in responsibilities, position or salary), then
Mr. Hughes is entitled to full payment of premiums for
COBRA continuation health care coverage for the executive, his
spouse and his other eligible dependents under Symantecs
group health plan, until the earlier of
(i) 12-months
after the first day of the first month after termination of
employment or (ii) the first date that executive receives
coverage under another employers program providing
substantially the same level of benefits without exclusion for
pre-existing medical conditions.
The following table summarizes the value of the payouts to
Mr. Hughes pursuant to Mr. Hughes employment
agreement, the Symantec Executive Retention Plan, and the
Symantec Corporation Severance Plan assuming a qualifying
termination as of April 2, 2010 (intrinsic values of equity
awards are based upon the closing price for a share of our
common stock of $16.77 on April 2, 2010 minus the exercise
price):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Involuntary Termination
|
|
|
|
Termination Without Cause or
|
Because of Market
|
|
Termination Without Cause or
|
|
Constructive Termination
|
Conditions or Division
|
|
Resignation With Good Reason, or
|
|
within 12 Months of a
|
Performance
|
|
Termination Due to Death or Disability
|
|
Change of Control
|
Severance Pay
|
|
COBRA Premiums
|
|
Option Vesting
|
|
RSU Vesting
|
|
$
|
201,346
|
|
|
$
|
8,257
|
|
|
$
|
145,000
|
|
|
$
|
1,106,820
|
|
William
T. Robbins
The following table summarizes the value of the payouts to
Mr. Robbins pursuant to the Symantec Executive Retention
Plan and the Symantec Corporation Severance Plan, assuming a
qualifying termination as of April 2, 2010 (intrinsic
values of equity awards are based upon the closing price for a
share of our common stock of $16.77 on April 2, 2010 minus
the exercise price):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination Without Cause or
|
|
|
|
|
Constructive Termination
|
Involuntary Termination Because of Market
|
|
Within 12 Months of a
|
Conditions or Division Performance
|
|
Change of Control
|
Severance Pay
|
|
COBRA Premiums
|
|
Option Vesting
|
|
RSU Vesting
|
|
$
|
209,475
|
|
|
$
|
8,667
|
|
|
$
|
283,683
|
|
|
$
|
1,145,257
|
|
58
The following table summarizes the value of the payouts to
Mr. Thompson pursuant to the Symantec Executive Retention
Plan and the Symantec Corporation Severance Plan, assuming a
qualifying termination as of April 2, 2010 (intrinsic
values of equity awards are based upon the closing price for a
share of our common stock of $16.77 on April 2, 2010 minus
the exercise price):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination Without Cause or
|
|
|
|
|
Constructive Termination
|
|
Involuntary Termination Because of Market
|
|
|
Within 12 Months of a
|
|
Conditions or Division Performance
|
|
|
Change of Control
|
|
Severance Pay
|
|
|
COBRA Premiums
|
|
|
Option Vesting
|
|
|
RSU Vesting
|
|
|
$
|
136,690
|
|
|
$
|
6,584
|
|
|
$
|
116,000
|
|
|
$
|
838,500
|
|
59
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Related-Person
Transactions Policy and Procedures
Symantec has adopted a written related person transactions
policy which provides for the Companys policies and
procedures regarding the identification, review, consideration
and approval or ratification of related person
transactions. The Nominating and Governance Committee
reviews transactions that may be related person
transactions, which are transactions between Symantec and
any related persons in which the aggregate amount involved
exceeds or may be expected to exceed $120,000, and in which the
related person has or will have a direct or indirect material
interest. For purposes of the policy, a related person is any
Symantec executive officer, director, nominee for director, or
stockholder holding more than 5% of any class of Symantecs
voting securities, in each case, since the beginning of the
previous fiscal year, and their immediate family members.
Under the policy, absent any facts or circumstances indicating
special or unusual benefits to the related person, the following
transactions are deemed not to be related person
transactions (meaning the related person is deemed to not
have a direct or indirect material interest in the transaction):
|
|
|
|
|
compensation to executive officers determined by Symantecs
Compensation Committee;
|
|
|
|
any transaction with another company at which a related person
is a director or an employee (other than an executive officer)
if the aggregate amount involved does not exceed the greater of
$2,000,000, or three percent of that companys total annual
gross revenues, provided that the transaction involves the
purchase of either companys goods and services and the
transaction is subject to usual trade terms and is in the
ordinary course of business and the related person is not
involved in the negotiation of the transaction;
|
|
|
|
any compensation paid to a director if the compensation is
required to be reported in Symantecs proxy statement;
|
|
|
|
any transaction where the related persons interest arises
solely from the ownership of the Companys common stock and
all holders of the Companys common stock received the same
benefit on a pro rata basis;
|
|
|
|
|
|
any charitable contribution, grant or endowment by Symantec or
the Symantec Foundation to a charitable organization, foundation
or university at which a related persons only relationship
is as a director or an employee (other than an executive
officer), if the aggregate amount involved does not exceed
$120,000, or any non-discretionary matching contribution, grant
or endowment made pursuant to a matching gift program;
|
|
|
|
|
|
any transaction where the rates or charges involved are
determined by competitive bids;
|
|
|
|
any transaction involving the rendering of services as a common
or contract carrier, or public utility, at rates or charges
fixed in conformity with law or governmental authority; or
|
|
|
|
any transaction involving services as a bank depositary of
funds, transfer agent, registrar, trustee under a trust
indenture, or similar services.
|
Under the policy, members of Symantecs legal department
review transactions involving related persons that do not fall
into one of the above categories. If they determine that a
related person could have a significant interest in a
transaction, the transaction is referred to the Nominating and
Governance Committee. In addition, transactions may be
identified through Symantecs Code of Conduct or other
Symantec policies and procedures, and reported to the Nominating
and Governance Committee. The Nominating and Governance
Committee determines whether the related person has a material
interest in a transaction and may approve, ratify, rescind or
take other action with respect to the transaction.
Certain
Related Person Transactions
In July 2009, Symantec entered into a dry-lease agreement for an
aircraft with a company owned by Mr. Thompson, our
Chairman. Pursuant to the agreement, Symantec leases the
aircraft on a non-exclusive basis from Mr. Thompsons
company from time to time solely for Mr. Thompsons
business-related travel, at a dry-lease rate of $1,650 per
flight hour. Pursuant to an agreement with an unrelated party,
Symantec has also agreed to pay the variable operating costs of
Mr. Thompsons business travel on this aircraft. The
arrangement was approved by the Nominating and Governance
Committee of our Board. The Nominating and Governance Committee
has determined that the amounts billed by
Mr. Thompsons company for our use of the aircraft are
at or below the market rates charged by third-party commercial
charter companies for similar aircraft. Symantec paid $238,075
under this arrangement during fiscal 2010.
60
REPORT OF
THE AUDIT COMMITTEE
The information contained in the following report of
Symantecs Audit Committee is not considered to be
soliciting material, filed or
incorporated by reference in any past or future filing by
Symantec under the Securities Exchange Act of 1934 or the
Securities Act of 1933 unless and only to the extent that
Symantec specifically incorporates it by reference.
The Audit Committee is comprised solely of independent
directors, as defined by current NASDAQ listing standards, and
operates under a written charter which was most recently amended
by the Board on July 27, 2009. The Audit Committee oversees
Symantecs financial reporting process on behalf of the
Board. Management has primary responsibility for the financial
statements and the reporting process, including the systems of
internal controls. In fulfilling its oversight responsibilities,
the Audit Committee reviewed the audited financial statements
that were included in Symantecs Annual Report on
Form 10-K
for the fiscal year ended April 2, 2010 with management,
including a discussion of the quality, not just the
acceptability, of the accounting principles, the reasonableness
of significant judgments, and the clarity of the disclosures in
the financial statements.
The Audit Committee reviewed with Symantecs independent
registered public accounting firm, which is responsible for
expressing an opinion on the conformity of those audited
financial statements with generally accepted accounting
principles, its judgments as to the quality, not just the
acceptability, of Symantecs accounting principles and such
other matters as are required to be discussed with the Audit
Committee under Statement on Auditing Standards No. 114,
The Auditors Communications With Those Charged with
Governance. In addition, the Audit Committee has received
and reviewed the written disclosures and the letter from the
independent registered public accounting firm required by
applicable requirements of the Public Company Accounting
Oversight Board regarding the registered public accounting
firms communications with the Audit Committee concerning
independence from management and Symantec, and has discussed
with the independent registered public accounting firm the
registered public accounting firms independence from
management and Symantec.
The Audit Committee discussed with Symantecs internal
accountants and independent registered public accounting firm
the overall scope and plans for their respective audits. The
Audit Committee meets with the internal accountants and
independent registered public accounting firm, with and without
management present, to discuss the results of their
examinations, their evaluations of Symantecs internal
controls, and the overall quality of Symantecs financial
reporting.
The Audit Committee also received the report of management
contained in Symantecs Annual Report on
Form 10-K
for the fiscal year ended April 2, 2010, as well as
KPMGs Report of Independent Registered Public Accounting
Firm included in Symantecs Annual Report on
Form 10-K
related to its audit of (i) the consolidated financial
statements and financial statement schedule and (ii) the
effectiveness of internal control over financial reporting. The
Audit Committee continues to oversee Symantecs efforts
related to its internal control over financial reporting and
managements preparations for the evaluation in fiscal 2011.
In reliance on the reviews and discussions referred to above,
the Audit Committee recommended to the Board (and the Board has
approved) that the audited financial statements be included in
Symantecs Annual Report on
Form 10-K
for the fiscal year ended April 2, 2010 for filing with the
SEC.
By: The Audit Committee of the Board of Directors:
William T. Coleman III
Frank E. Dangeard
David L. Mahoney
Robert S. Miller
V. Paul Unruh (Chair)
61
ADDITIONAL
INFORMATION
Stockholder
Proposals for the 2011 Annual Meeting
Requirements for Stockholder Proposals to be Brought Before
an Annual Meeting. Symantecs Bylaws provide
that, for stockholder nominations to the Board or other
proposals to be considered at an annual meeting, the stockholder
must give timely notice thereof in writing to the Corporate
Secretary at Symantec Corporation, 350 Ellis Street, Mountain
View, California 94043, Attn: Corporate Secretary.
To be timely for the 2011 annual meeting, a stockholders
notice must be delivered to or mailed and received by the
Corporate Secretary of the Company at the principal executive
offices of the Company between June 22, 2011 and
July 22, 2011. A stockholders notice to the Corporate
Secretary must set forth as to each matter the stockholder
proposes to bring before the annual meeting the information
required by Symantecs Bylaws.
Requirements for Stockholder Proposals to be Considered for
Inclusion in the Companys Proxy
Materials. Stockholder proposals submitted
pursuant to
Rule 14a-8
under the Exchange Act and intended to be presented at
Symantecs 2011 annual meeting must be received by the
Company not later than April 13, 2011 in order to be
considered for inclusion in Symantecs proxy materials for
that meeting.
Available
Information
Symantec will mail without charge, upon written request, a copy
of Symantecs Annual Report on
Form 10-K
for fiscal year 2010, including the financial statements,
schedule and list of exhibits, and any exhibit specifically
requested. Requests should be sent to:
Symantec
Corporation
350 Ellis Street
Mountain View, California 94043
Attn: Investor Relations
The Annual Report is also available at www.symantec.com.
Householding
Stockholders Sharing the Same Last Name and Address
The SEC has adopted rules that permit companies and
intermediaries (such as brokers) to implement a delivery
procedure called householding. Under this procedure,
multiple stockholders who reside at the same address may receive
a single copy of our annual report and proxy materials,
including the Notice of Internet Availability, unless the
affected stockholder has provided contrary instructions. This
procedure reduces printing costs and postage fees, and helps
protect the environment as well.
This year, a number of brokers with account holders who are
Symantec stockholders will be householding our
annual report and proxy materials, including the Notice of
Internet Availability. A single Notice of Internet Availability
and, if applicable, a single set of annual report and other
proxy materials will be delivered to multiple stockholders
sharing an address unless contrary instructions have been
received from the affected stockholders. Once you have received
notice from your broker that it will be householding
communications to your address, householding will
continue until you are notified otherwise or until you revoke
your consent. Stockholders may revoke their consent at any time
by contacting Broadridge ICS, either by calling toll-free
(800) 542-1061,
or by writing to Broadridge ICS, Householding Department, 51
Mercedes Way, Edgewood, New York, 11717.
Upon written or oral request, Symantec will promptly deliver a
separate copy of the Notice of Internet Availability and, if
applicable, annual report and other proxy materials to any
stockholder at a shared address to which a single copy of any of
those documents was delivered. To receive a separate copy of the
Notice of Internet Availability and, if applicable, annual
report and other proxy materials, you may write or call
Symantecs Investor Relations department at 350 Ellis
Street, Mountain View, California 94043, Attn: Investor
Relations, telephone number
(650) 527-5523.
62
Any stockholders who share the same address and currently
receive multiple copies of Symantecs Notice of Internet
Availability or annual report and other proxy materials who wish
to receive only one copy in the future can contact their bank,
broker or other holder of record to request information about
householding or Symantecs Investor Relations department at
the address or telephone number listed above.
OTHER
MATTERS
The Board does not presently intend to bring any other business
before the meeting and, so far as is known to the Board, no
matters are to be brought before the meeting except as specified
in the notice of the meeting. As to any business that may arise
and properly come before the meeting, however, it is intended
that proxies, in the form enclosed, will be voted in respect
thereof in accordance with the judgment of the persons voting
such proxies.
63
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 Companys 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 25.
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 one hundred and
sixty-three million (163,000,000) Shares plus up to forty-five million one hundred thousand
(45,100,000) shares subject to awards granted under the Companys 1996 Equity Incentive Plan that
cancel, forfeit (e.g., upon the Participants Termination) or otherwise expire by their terms on or
following the adoption of this Plan.
Any award other than an Option or a SAR shall reduce the number of Shares available for
issuance under this Plan by two Shares for every Share issued. 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. The following
Shares may not again be made available for future grant and issuance as Awards under the Plan: (i)
Shares that are withheld to pay the exercise or purchase price of an Award or to satisfy any tax
withholding obligations in connection with an Award, (ii) Shares not issued or delivered as a
result of the net settlement of an outstanding Option or SAR or (iii) shares of the Companys
Common Stock repurchased on the open market with the proceeds of an Option exercise price. 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 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
Section 3 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 be
rounded down to the nearest whole Share, and may be replaced by a cash payment equal to the Fair
Market Value of such fraction of a 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.
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 only, 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, 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 Award 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. To
the extent permitted by applicable laws, 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), Rule 16b-3 and Stock Exchange 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, at least two (2) of whom are Outside Directors. To the extent desirable to qualify
transactions hereunder as exempt under Rule 16b-3 promulgated under the Exchange Act (Rule
16b-3), Awards to officers and directors shall be made by the entire Board or a Committee of two
or more non-employee directors within the meaning of Rule 16b-3. In addition, the Plan will be
administered in a manner that complies with any applicable Nasdaq Global Select Market or stock
exchange listing requirements.
2
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 (subject to Section 5.4 below), the circumstances upon and 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 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. To the extent that any Option designated as an
ISO in the Award Agreement fails to qualify as such under applicable law, it shall be treated
instead as a NQSO.
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 a later date is otherwise specified by the
Committee at the time it acts to approve the grant. 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
or electronic notice or agreement of stock option exercise (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 Participants 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 and all applicable withholding taxes.
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 Participants Options only to the extent that such Options are vested
and 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.
(b) If the Participant is Terminated because of Participants death or Disability (or the
Participant dies within three (3) months after a Termination other than because of Participants
death or disability), then Participants Options may be exercised only to the extent that such
Options are vested and
3
exercisable by Participant on the Termination Date and must be exercised by Participant (or
Participants 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 Participants death or
Disability, or (b) twelve (12) months after the Termination Date when the Termination is for
Participants death or Disability, deemed to be an NQSO), but in any event no later than the
expiration date of the Options.
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 Participants
rights under any Option previously granted; (b) any outstanding ISO that is modified, extended,
renewed or otherwise altered will be treated in accordance with Section 424(h) of the Code; and (c)
notwithstanding anything to the contrary elsewhere in the Plan, the Company is subject to Section
21.2 below with respect to any proposal to reprice outstanding Options.
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.
6.1 Types of Awards. All Awards other than ISOs may be granted to non-employee directors
under this Plan. Awards granted pursuant to this Section 6 may be automatically made pursuant to a
policy adopted by the Board (as such policy may be amended from time to time by the Board) or made
from time to time as determined in the discretion of the Board, or, if the authority to grant
Awards to non-employee directors has been delegated by the Board, the Committee.
6.2 Eligibility. Awards granted pursuant to this Section 6 shall be granted only to
non-employee directors. Any non-employee director, including without limitation any non-employee
director who is appointed as a member to the Board, will be eligible to receive an Award under this
Section 6.
6.3 Vesting, Exercisability and Settlement. Except as set forth in Section 18, Awards granted
pursuant to Section 6 shall vest, become exercisable and be settled as determined by the Board or,
if the authority to make such determinations has been delegated by the Board, the Committee. With
respect to Options and SARs, the exercise price of such Award granted to non-employee directors
shall not be less than the Fair Market Value of the Shares at the time such Award is granted.
4
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 be issued or purchase, the Purchase Price
(if any), 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 Agreement. All purchases under a Restricted Stock Award will be evidenced
by a written agreement (the Restricted Stock 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 signing and delivering to the Company the
Restricted Stock Agreement, and full payment of the Purchase Price (if any) and all applicable
withholding taxes, at such time and on such terms as required by the Committee. If the Participant
does not accept the Restricted Stock Award at such time and on such terms as required by the
Committee, then the offer of the Restricted Stock Award will terminate, unless the Committee
determines otherwise.
7.2 Purchase Price. The Purchase Price (if any) for a Restricted Stock Award will be
determined by the Committee, and may be less than Fair Market Value on the date the Restricted
Stock Award is granted. Payment of the Purchase Price must be made in accordance with Section 10
of this Plan and as permitted in the Restricted Stock 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 period of service with the Company and/or upon completion of the performance goals
as set out in advance in the Restricted Stock 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 performance criteria, including if the Award is intended to qualify as
performance-based compensation under Code Section 162(m) 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. For Restricted Stock Awards intended to comply with the requirements
of Section 162(m) of the Code, the performance goals will be determined at a time when the
achievement of the performance goals remains substantially uncertain and shall otherwise be
administered in a manner that complies with the requirements under that statute. 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 Vesting or Performance Period. Restricted Stock Awards shall cease to
vest immediately if a Participant is Terminated during the vesting period or Performance Period
applicable to the Award for any reason, unless the Committee determines otherwise, and any unvested
Shares subject to such Restricted Stock Awards shall be subject to the Companys right to
repurchase such Shares or otherwise to any forfeiture condition applicable to the Award, as
described in Section 14 of this Plan, if and as set forth in the applicable Restricted Stock
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 shall vest and the RSU be
settled, the consideration to be distributed on such settlement, and the effect on each RSU of its
holders Termination. A RSU may be awarded upon satisfaction of such performance goals as are set
out in advance in the Participants individual Award Agreement (the
5
"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 performance
criteria, including if the Award is intended to qualify as performance-based compensation under
Code Section 162(m) from among the Performance Factors, to be used to measure performance goals, if
any; and (c) determine the number of Shares deemed subject to the RSU. For RSUs intended to comply
with the requirements of Section 162(m) of the Code, the performance goals will be determined at a
time when the achievement of the performance goals remains substantially uncertain and shall
otherwise be administered in a manner that complies with the requirements under that statute.
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. 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 Exercise. 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
exercised for 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 holders
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
Participants 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 performance criteria, including if the Award is intended to qualify
as performance-based compensation under Code Section 162(m) from among the Performance Factors,
to be used to measure performance goals, if any; and (c) determine the number of Shares deemed
subject to the SAR. Prior to exercise 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.
Notwithstanding anything to the contrary elsewhere in the Plan, the Company is subject to Section
21.2 below with respect to any proposal to
6
reprice outstanding SARs. The term of a SAR shall be ten (10) years from the date the SAR is
awarded or such shorter term as may be provided in the Award Agreement.
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 by wire transfer 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;
(c) cashless net exercise arrangement pursuant to which the Company will reduce the number
of Shares issued upon exercise by the largest whole number of Shares having an aggregate Fair
Market Value that does not exceed the aggregate exercise price; provided that the Company shall
accept a cash or other payment from the Participant to the extent of any remaining balance of the
exercise price not satisfied by such reduction in the number of whole Shares to be issued;
(d) by waiver of compensation due or accrued to the Participant for services rendered;
(e) with respect only to purchases upon exercise of an Option, and provided that a public
market for the Companys stock exists, through a same day sale commitment from the Participant
and a broker-dealer that is a member of the Financial Industry Regulatory Authority (a FINRA
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 any applicable withholding obligations,
and whereby the FINRA Dealer irrevocably commits upon receipt of such Shares to forward the
Exercise Price directly to the Company;
(f) by such other consideration and method of payment as permitted by the Committee and
applicable law; or
(g) by any combination of the foregoing.
11. Withholding Taxes.
11.1 Withholding Generally. It shall be a condition to the grant of an Award under this Plan
that the Participant satisfy any tax withholding or similar obligations applicable to the Award
that may be legally imposed upon the Participant. Whenever Awards are to be granted or Shares are
to be issued in satisfaction of Awards granted under this Plan, the Participant shall make such
arrangements as the Company may require to remit to the Company an amount sufficient to satisfy
federal, state, local, or foreign withholding tax requirements prior to the delivery of any Award
Agreement or certificate or certificates for Award 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 grant, 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,
7
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 and during a period acceptable to the Committee.
12. Privileges of Stock Ownership; Voting and Dividends. Except to the extent that the
Committee grants an RSU that entitles the Participant to credit for dividends paid on Award Shares
prior to the date such Shares are issued to the Participant (as reflected in the RSU Agreement), 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 Participants original Purchase
Price or otherwise forfeited to the Company.
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 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 Participants lifetime, only by (A) the Participant, or (B) the
Participants guardian or legal representative; and (ii) after Participants death, by the legal
representative of the Participants 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 Participants Termination at any
time specified after the Participants Termination Date, for cash and/or cancellation of purchase
money indebtedness, at the Participants original Exercise Price or Purchase Price, as the case may
be. Alternatively, at the discretion of the Committee, Award Shares issued to the Participant for
which the Participant did not pay any Exercise or Purchase Price may be forfeited to the Company on
such terms and conditions as may be specified in the Award Agreement. 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 Participants 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.
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 requirements of Section 21.2 with respect to any proposed repricing
of Options or SARs.
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, and no liability for failure, to issue Shares 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
8
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 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[, unless otherwise determined by
the Board,] all Awards granted pursuant to Section 6 shall accelerate and be fully vested 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 companys 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 Participants 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 Participants 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 Companys election, Participants Awards shall not be exercisable or
settleable and shall terminate and expire upon the Participants Termination Date. Termination by
the Company based on a Participants 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
9
preponderance of the evidence discovered in such investigation indicates that such Participant
is guilty of such criminal act or intentional tort.
20. Compliance with Section 409A. Notwithstanding anything to the contrary contained herein,
to the extent that the Committee determines that any Award granted under the Plan is subject to
Code Section 409A and unless otherwise specified in the applicable Award Agreement, the Award
Agreement evidencing such Award shall incorporate the terms and conditions necessary for such Award
to avoid the consequences described in Code Section 409A(a)(1), and to the maximum extent permitted
under applicable law (and unless otherwise stated in the applicable Award Agreement), the Plan and
the Award Agreements shall be interpreted in a manner that results in their conforming to the
requirements of Code Section 409A(a)(2), (3) and (4) and any Department of Treasury or Internal
Revenue Service regulations or other interpretive guidance issued under Section 409A (whenever
issued, the Guidance). Notwithstanding anything to the contrary in this Plan (and unless the
Award Agreement provides otherwise, with specific reference to this sentence), to the extent that a
Participant holding an Award that constitutes deferred compensation under Section 409A and the
Guidance is a specified employee at the time of his or her separation from service (as each is
defined under Section 409A and applicable Guidance), no distribution or payment of any amount shall
be made before a date that is six (6) months following the date of such Participants separation
from service or, if earlier, the date of the Participants death within such six (6) month period.
21. Certain Stockholder Approval Matters.
21.1 Plan Effectiveness; Increasing Plan Shares. This Plan became effective on July 20, 2004
(the Effective Date). Any amendment to this Plan increasing the number of Shares available for
issuance hereunder shall be approved by the stockholders of the Company, consistent with applicable
laws, within twelve (12) months before or after the effective date of such amendment (Amendment
Effective Date). Upon the Amendment Effective Date, the Board may grant Awards covering such
additional Shares pursuant to this Plan; provided, however, that: (a) no Option granted pursuant to
such increase in the number of Shares subject to this Plan approved by the Board may be exercised
prior to the time such increase has been approved by the stockholders of the Company; and (b) in
the event that stockholder approval of any such amendment increasing the number of Shares subject
to this Plan is not obtained, all Awards covering such additional Shares granted hereunder will be
canceled, any Shares issued pursuant to any Award will be canceled, and any purchase of Shares
hereunder will be rescinded.
21.2 Repricing Matters. Except in connection with a corporate transaction involving the
Company (including without limitation any stock dividend, recapitalization, stock split, reverse
stock split, subdivision, combination, reclassification, reorganization, merger, consolidation,
split-up, spin-off or exchange of shares), the terms of outstanding Awards may not without
stockholder approval be amended to reduce the exercise price of outstanding Options or SARs, or to
cancel outstanding Options or SARs in exchange either for (a) cash, or (b) new Options, SARS or
other Awards with an exercise price that is less than the exercise price of the original
(cancelled) Options or SARs.
22. Term of Plan. Unless earlier terminated as provided herein, this Plan will terminate on
July 20, 2014.
23. 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, take any
action in conflict with Section 21.2 above, or otherwise materially modify a provision of the Plan
if such modification requires stockholder approval under the applicable rules and regulations of
the Nasdaq Market.
24. 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.
10
25. 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.
Exchange Act means the Securities Exchange Act of 1934, as amended.
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 Companys Common Stock
determined as follows:
(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 Companys 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.
11
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) Individual business goals or criteria that can be objectively specified in a manner that
complies with Section 162(m).
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 Companys 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.
12
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").
13
SYMANTEC CORPORATION
2008 EMPLOYEE STOCK PURCHASE PLAN
Effective Date of Plan: September 22, 2008
1. ESTABLISHMENT AND PURPOSE OF PLAN
(a) Symantec Corporation, a Delaware corporation (the Company) adopted this 2008 Employee
Stock Purchase Plan (the Plan) to grant options for the purchase of shares (Shares) of the
Companys Common Stock (Common Stock) to eligible employees of the Company, its parent
corporation, and its Affiliates and Subsidiaries. For purposes of the Plan, parent corporation
and Subsidiary (collectively, Subsidiaries) shall have the same meanings as parent
corporation and subsidiary corporation in Sections 424(e) and (f), respectively, of the Internal
Revenue Code of 1986, as amended (the Code), and Affiliate shall mean any entity, other than a
Subsidiary, in which the Company has an equity or other ownership interest. Any term not expressly
defined in the Plan but defined for purposes of Section 423 of the Code shall have the same
definition in this Plan for purposes of the Statutory Plan (defined below).
(b) The purpose of the Plan is to provide employees of the Company and certain Affiliates and
Subsidiaries designated (any such designated Affiliate or Subsidiary, a Designated Corporation)
by the Board of Directors of the Company (the Board) whose employees are eligible to participate
in the Plan with a convenient means to acquire at a discount to market value an equity interest in
the Company through payroll deductions, to enhance such employees sense of participation in the
affairs of the Company and its Affiliates and Subsidiaries, and to provide an incentive for
continued employment.
2. STRUCTURE OF THE PLAN AND SUB-PLANS
(a) This Plan document is an omnibus document which includes a sub-plan (the Statutory Plan)
designed to permit offerings of grants to employees of the Company and certain Subsidiaries that
are Designated Corporations (defined below) where such offerings are intended to satisfy the
requirements of Section 423 of the Code (although the Company makes no undertaking nor
representation to obtain or maintain qualification under Section 423 for any Subsidiary,
individual, offering or grant) and also separate sub-plans (each a Non-Statutory Plan) which
permit offerings of grants to employees of certain Designated Corporations that are not intended to
satisfy the requirements of Section 423 of the Code.
(b) A total of forty million (40,000,000) Shares may be issued under the Plan. Such number
shall be subject to adjustments effected in accordance with Section 14 of the Plan.
(c) The Statutory Plan shall be a separate and independent plan from the Non-Statutory
Plans, provided, however, that the total number of shares authorized to be issued under the Plan
applies in the aggregate to both the Statutory Plan and the Non-Statutory Plans. Offerings under
the Non-Statutory Plans may be made to achieve desired tax or other objectives in particular
locations outside the United States of America or to comply with local laws applicable to offerings
in such foreign jurisdictions.
(d) The terms of the Statutory Plan shall be those set forth in this Plan document to the
extent such terms are consistent with the requirements for qualification under Code Section 423.
The Board may adopt Non-Statutory Plans applicable to particular Designated Corporations or
locations that are not participating in the Statutory Plan, which shall be designed to achieve tax,
securities law or other Company compliance objectives in particular locations outside the United
States. The terms of each Non-Statutory Plan may take precedence over other provisions in this
document, with the exception of Section 2(b) of the Plan with respect to the total number of shares
available to be offered under the Plan for all sub-plans. Unless otherwise superseded by the terms
of such Non-Statutory Plan, the provisions of this Plan document shall govern the operation of such
Non-Statutory Plan. Except to the extent expressly set forth herein or where the context suggests
otherwise, any reference herein to Plan shall be construed to include a reference to the
Statutory Plan and any Non-Statutory Plans.
3. ADMINISTRATION
(a) The Plan is administered by the Board or by a committee designated by the Board (in which
event all references herein to the Board shall be to the committee). Members of the Board shall
receive no compensation for their services in connection with the administration of the Plan, other
than standard fees as established from time to time by the Board for services rendered by Board
members serving on Board committees. All expenses incurred in connection with the administration of
the Plan shall be paid by the Company.
(b) The Board (or the committee) shall have the power, subject to, and within the limitations
of, the express provisions of the Plan:
(i) To determine when and how options to purchase Shares shall be granted and the provisions
of each Offering Period (which need not be identical).
(ii) To designate from time to time an Affiliate or Subsidiary as a Designated Corporation
whose employees shall be eligible to participate in the Statutory Plan or a Non-Statutory Plan.
For purposes of participation in the Statutory Plan, only Subsidiaries shall be considered
Designated Corporations, and the Board shall designate from time to time which Subsidiaries will be
Designated Corporations in the Statutory Plan. The Board shall designate from time to time which
Subsidiaries and Affiliates shall be Designated Corporations in particular Non-Statutory Plans,
provided, however, that at any given time, a Subsidiary that is a Designated Corporation in the
Statutory Plan shall not be a Designated Corporation in a Non-Statutory Plan. The foregoing
designations and changes in designations by the Board from time to time shall not require
stockholder approval.
(iii) To determine from time to time the method for allocating the number of total shares to
be offered under each sub-plan, which determination shall not require stockholder approval.
(iv) To construe and interpret the Plan and rights to purchase (options on) Shares, and to
establish, amend and revoke rules and procedures for its administration. The Board, in the exercise
of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to
the extent it shall deem necessary or expedient to make the Plan fully effective.
2
(v) To amend or terminate the Plan as provided in Section 24 below.
(vi) To adopt rules and procedures and/or special provisions relating to the operation and
administration of the Statutory Plan (subject to the limitations of Section 423 of the Code or any
successor provision in the Code) and any Non-Statutory Plan, as appropriate, to permit or
facilitate participation in the Statutory Plan or a particular Non-Statutory Plan by employees who
are foreign nationals or employed or resident outside the United States or as designed to achieve
tax, securities law or other Company compliance objectives in particular locations outside the
United States.
(vii) Generally, to exercise such powers and to perform such acts it deems necessary,
desirable, convenient or expedient to promote the best interests of the Company and its
Subsidiaries and to carry out that intent that the Statutory Plan be treated as an employee stock
purchase plan under Section 423 of the Code.
(c) Subject to the limitations of Section 423 of the Code or any successor provision in the
Code with respect to the Statutory Plan, all questions of interpretation or application of the Plan
shall be determined by the Board and its decisions shall be final and binding upon all persons.
4. ELIGIBILITY
Any employee of the Company or any Designated Corporation is eligible to participate in an
Offering Period (as hereinafter defined) under the Plan except the following unless otherwise
required under applicable local law:
(a) employees who are not employed by the Company or a Designated Corporation on the third
(3rd) business day before the beginning of such Offering Period;
(b) employees who are customarily employed for less than 20 hours per week;
(c) employees who are customarily employed for less than 5 months in a calendar year;
(d) employees who, together with any other person whose stock would be attributed to such
employee pursuant to Section 425(d) of the Code, own stock or hold options to purchase stock or
who, as a result of being granted an option under the Plan with respect to such Offering Period,
would own stock or hold options to purchase stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company or any of its Subsidiaries;
and
(e) individuals who provide services to the Company or any Designated Corporation as
independent contractors who are reclassified as common law employees for any reason except for
federal income and employment tax purposes.
3
5. OFFERING PERIODS; OFFERING DATES; AND PURCHASE DATES
(a) Each Offering Period under the Plan (each an Offering Period) shall be of the duration
provided for or permitted herein. The first trading day (day on which the exchange or system on
which the Common Stock is trading is open) of each Offering Period is referred to as the Offering
Date. The Board may but need not provide for multiple purchases within a single Offering Period.
The Board shall have the power to change the duration of Offering Periods without stockholder
approval. The last trading day of each Offering Period (or in the case of an Offering Period
encompassing multiple purchases, each such purchase period) is hereinafter referred to as the
Purchase Date.
(b) Subject to Section 5(c) below, each Offering Period shall be of six (6) months duration
commencing February 16 and August 16 of each year beginning February 16, 2009, and ending no later
than the next August 15 and February 15, respectively, thereafter, and shall have a single Purchase
Date (which shall occur on the last trading day of the Offering Period).
(c) Notwithstanding 5(b) above and the other provisions of the Plan, the Board of Directors
may, but need not, vary the terms and structure of the Offering Periods under this Plan, on such
basis as it shall determine in its sole discretion (including without limitation, the length of
each Offering Period, Offering Periods during which more than one Purchase Date shall occur, and
the formula(s) for calculating the price(s) at which Shares may be purchased during such Offering
Period including a formula under which such price is calculated with reference to the fair market
value (as provided for in Section 8 below) of the Common Stock as of the Offering Date for the
Offering Period); provided, however, that no Offering Period under the Plan shall have a duration
in excess of twenty-seven (27) months (or such period as may be permitted under Code Section 423).
6. PARTICIPATION IN THE PLAN
An eligible employee may become a participant in an Offering Period under the Plan if (a) as
of the Offering Date with respect to the Offering Period he or she satisfies the eligibility
requirements set forth above, and (b) not later than the third (3rd) business day prior
to such Offering Date (at such time and in such manner as may be specified with respect to such
Offering Period) he or she delivers to the Company or its authorized representative a subscription
agreement indicating his or her desire to enroll in the Offering Period and authorizing payroll
deductions in a manner consistent with Section 9 below. An eligible employee who does not timely
deliver a subscription agreement by the date specified in advance of the applicable Offering Date
shall not participate in that Offering Period and shall not participate in any subsequent Offering
Period unless such employee enrolls in the Plan by timely delivering a subscription agreement to
the Company or its representative prior the Offering Date of the applicable, subsequent Offering
Period. Once an employee becomes a participant in an Offering Period, such employee will
automatically participate in the Offering Period commencing immediately following the last day of
that Offering Period unless the employee withdraws from the Plan or terminates further
participation in the Offering Period as set forth in Section 11 below. Such participant is not
required to file any additional subscription agreements in order to continue participation in the
Plan with respect to subsequent Offering Periods. Any participant
4
who has not withdrawn from the Plan pursuant to Section 11 below will automatically be
re-enrolled in the Plan and granted a new option on the Offering Date of the next Offering Period.
7. GRANT OF OPTION
(a) Each employee enrolled in an Offering Period will be granted on the Offering Date an
option to purchase on each Purchase Date for a particular Offering Period up to that number of
Shares determined by dividing the amount accumulated in such employees payroll deduction account
during such Offering Period by the Purchase Price applicable to that Offering Period (as defined in
Section 8 below).
(b) In no event, however, shall the number of Shares subject to any option granted pursuant to
this Plan exceed the limitations set forth in Section 10 below. The purchase price and fair market
value of a Share shall be determined as provided in Section 8 below.
8. PURCHASE PRICE
(a) Unless otherwise determined by the Board in its discretion, the purchase price per Share
at which a Share of Common Stock will be sold in any Offering Period (the Purchase Price) shall
be eighty-five percent (85%) of the fair market value on the applicable Purchase Date. The fair
market value of a Share shall be as determined in good faith by the Board. If the Common Stock is
listed on a national or regional securities exchange or market system, including without limitation
the Nasdaq Stock Market, the fair market value of a Share shall be the closing sales price for such
stock, as quoted on such exchange or market constituting the primary market for the Common Stock on
the date of determination, as reported in The Wall Street Journal or such other source as the Board
deems reliable. If the relevant date does not fall on a day on which the Common Stock has traded on
such securities exchange or market system, the date on which the fair market value shall be
established shall be the last day on which the Common Stock was so traded prior to the relevant
date, or such other appropriate day as shall be determined by the Board, in its discretion.
(b) The Board may in its discretion, and without stockholder approval, change the Purchase
Price from the formula set forth above, provided that the Purchase Price may not be less than the
lesser of (a) eighty-five percent (85%) of the Offering Date fair market value of a Share and (b)
eighty-five percent (85%) of the Purchase Date fair market value of a Share.
9. PAYMENT OF PURCHASE PRICE; PAYROLL DEDUCTIONS; ISSUANCE OF SHARES
(a) The aggregate purchase price of the Shares is accumulated by regular payroll deductions
made during each Offering Period, unless payroll deductions are not permitted under a statute,
regulation, rule of a jurisdiction, in which case such other payments as may be approved by the
Board (or committee) subject to this Section 9. The deductions are made as a percentage of the
employees compensation in one percent (1%) increments not less than two percent (2%) nor greater
than ten percent (10%). For purposes of the Statutory Plan, compensation shall mean all
compensation, including, but not limited to base salary, wages, commissions, overtime, shift
premiums and bonuses, plus draws against commissions, but excluding amounts related to Company
equity compensation; provided, however, that for
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purposes of determining a participants compensation, any election by such participant to
reduce his or her regular cash remuneration under Sections 125 or 401(k) of the Code shall be
treated as if the participant did not make such election. For purposes of any Non-Statutory Plan,
compensation shall mean base salary. Payroll deductions shall commence on the first payroll date
following the Offering Date and shall continue until the payroll date immediately preceding the
Purchase Date unless sooner altered or terminated as provided in the Plan.
(b) A participant may lower (but not increase) the rate of payroll deductions during an
Offering Period by filing with the Companys designated stock plan administrator (the
Administrator) (which may also be the ESPP Broker, as defined below) a new authorization for
payroll deductions, in which case the new rate shall become effective for the next payroll period
commencing more than thirty (30) days after the Administrators receipt of the authorization and
shall continue for the remainder of the Offering Period unless changed as described below. Such
change in the rate of payroll deductions may be made at any time during an Offering Period, but not
more than one (1) change may be made effective during any Offering Period. A participant may
increase or lower the rate of payroll deductions for any subsequent Offering Period by filing with
the Administrator a new authorization for payroll deductions during the open enrollment period
beginning on the first (1st) day of the month and ending three business days before the
Offering Date.
(c) All payroll deductions made for a participant are credited to his or her account under the
Plan and are deposited with the general funds of the Company. No interest accrues on the payroll
deductions (unless required by applicable local law). All payroll deductions received or held by
the Company may be used by the Company for any corporate purpose, and the Company shall not be
obligated to segregate such payroll deductions (unless required by applicable local law).
(d) On each Purchase Date, so long as the Plan remains in effect and provided that the
participant has not withdrawn from the Plan in accordance with the provisions of Section 11 of the
Plan before that date, the Company shall apply the funds then in the participants account to the
purchase of whole Shares reserved under the option granted to such participant with respect to the
Offering Period to the extent that such option is exercisable on the Purchase Date. The Purchase
Price per Share shall be as specified in Section 8 of the Plan. Any cash remaining in a
participants account after such purchase of Shares shall be refunded to such participant in cash
(without interest); provided, however, that any amount remaining in such participants account on a
Purchase Date which is less than the amount necessary to purchase a full Share of the Company shall
be carried forward, without interest, into the next Offering Period (or in the event of an Offering
Period during which multiple purchase will occur, into the next applicable purchase period within
the Offering Period). In the event that the Plan has been oversubscribed as provided in Section
10(c), all funds not used to purchase Shares on the Purchase Date shall be returned to the
participant (without interest, unless otherwise required by applicable local law). No Shares shall
be purchased on a Purchase Date on behalf of any employee whose participation in the Plan has
terminated prior to such Purchase Date.
(e) As promptly as practicable after the Purchase Date, the number of Shares purchased by each
participant upon exercise of each participants option shall be deposited into an account
established in the participants name at the stock brokerage or other third party
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service provider designated by the Company (the ESPP Broker), as nominee holding the Shares
for the benefit of the participant. In the event participant requests the receipt of certificated
shares, the Company shall arrange the delivery to such participant of a certificate representing
the Shares purchased on the Purchase Date; provided that the Board may deliver certificates to a
broker or brokers that hold such certificate in street name for the benefit of each such
participant.
(f) During a participants lifetime, such participants option to purchase Shares hereunder is
exercisable only by him or her. The participant will have no interest or voting right in Shares
covered by his or her option until such option has been exercised. Shares to be delivered to a
participant under the Plan will be registered in the name of the participant or in the name of the
participant and his or her spouse or in the name of the ESPP Broker, as nominee holding the Shares
for the benefit of the participant.
10. LIMITATIONS ON SHARES TO BE PURCHASED
(a) No employee shall be entitled to purchase Shares under the Plan at a rate which, when
aggregated with his or her rights to purchase Shares of Common Stock under all other employee stock
purchase plans of the Company or any Subsidiary, exceeds $25,000 in fair market value, determined
as of the date such right is granted (or such other limit as may be imposed by the Code) for each
calendar year in which the employee participates in the Plan.
(b) Subject to Sections 9(a), 10(a) and 14(a) of the Plan, the maximum number of Shares that a
participant may purchase on any single Purchase Date shall not exceed 10,000 Shares (the Maximum
Share Amount); provided that prior to the commencement of any Offering Period, the Board may, in
its sole discretion and without stockholder approval, change the Maximum Share Amount with respect
to that Offering Period. If a new Maximum Share Amount is set, then all participants must be
notified of such Maximum Share Amount prior to the commencement of the next Offering Period. Once
a Maximum Share Amount is set, it shall continue to apply in respect of all succeeding Purchase
Dates and Offering Periods unless revised by the Board as set forth above.
(c) If a participant is precluded by the limitations of Sections 10(a) or 10(b) from
purchasing additional Shares under the Plan, then his or her payroll deductions shall automatically
be discontinued and shall resume at the beginning of the next Offering Period (or in the event of
an Offering Period during which multiple purchase will occur, into the next applicable purchase
period within the Offering Period) in which such participant is eligible to participate.
(d) If the number of Shares to be purchased on a Purchase Date by all employees participating
in the Plan exceeds the number of Shares then available for issuance under the Plan, the Company
will make a pro rata allocation of the remaining Shares in as uniform a manner as shall be
practicable and as the Board shall determine to be equitable. In such event, the Company shall give
written notice of such reduction of the number of Shares to be purchased under a participants
option to each employee affected thereby. Any payroll deductions accumulated in such participants
account which are not used to purchase Shares due to the limitations in this
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Section 10(d) shall be returned to the participant (without interest, unless required by
applicable local law) as soon as practicable after the end of the Offering Period.
11. WITHDRAWAL
(a) Each participant may withdraw from an Offering Period under the Plan by signing and
delivering to the Administrator notice on a form provided for such purpose. Such withdrawal may be
elected at any time at least fifteen (15) days prior to the end of an Offering Period, or such
shorter period of time as may be required in certain jurisdictions outside the United States as
determined by the Board.
(b) Upon withdrawal from the Plan, the accumulated payroll deductions shall be returned to the
withdrawn employee (without interest, unless required by applicable local law) and his or her
interest in the Plan shall terminate. In the event an employee voluntarily elects to withdraw from
the Plan, he or she may not resume his or her participation in the Plan during the same Offering
Period, but he or she may participate in any Offering Period under the Plan which commences on a
date subsequent to such withdrawal by filing a new authorization for payroll deductions in the same
manner as set forth in Section 6 above for initial participation in the Plan.
12. TERMINATION OF EMPLOYMENT
Termination of a participants employment for any reason, including retirement or death or the
failure of a participant to remain an eligible employee as set forth in Section 4, terminates his
or her participation in the Plan immediately. In such event, the payroll deductions credited to
the participants account will be returned to him or her or, in the case of his or her death, to
his or her legal representative. For this purpose, an employee will not be deemed to have
terminated employment or failed to remain in the continuous employ of the Company in the case of
sick leave, military leave, or any other leave of absence approved by the Board of Directors of the
Company; provided that such leave is for a period of not more than ninety (90) days or, if such
leave is longer than ninety (90) days, reemployment upon the expiration of such leave is guaranteed
by contract or statute.
13. RETURN OF PAYROLL DEDUCTIONS
In the event an employees interest in the Plan is terminated by withdrawal, termination of
employment or otherwise, or in the event the Plan is terminated by the Board, the Company shall
promptly deliver to the employee all payroll deductions credited to his or her account. Unless
otherwise required by applicable local law, no interest shall accrue on the payroll deductions
of a participant in the Plan.
14. ADJUSTMENTS UPON CAPITAL CHANGES; CORPORATE TRANSACTIONS
(a) Subject to any required action by the stockholders of the Company, the number of Shares
covered by each option under the Plan which has not yet been exercised, the Maximum Share Amount
set forth in Section 10(b) above, and the number of Shares which have been authorized for issuance
under the Plan but have not yet been placed under option (collectively, the Reserves), as well as
the price per Share covered by each option under the Plan which has not yet been exercised, shall
be proportionately adjusted for any increase or decrease in the
8
number of issued Shares resulting from 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) or any other increase or decrease in the number of
Shares effected without receipt of consideration by the Company provided, however, that conversion
of any convertible securities of the Company shall not be deemed to have been effected without
receipt of consideration. Such adjustment shall be made by the Board, whose determination in that
respect shall be final, binding and conclusive. Except as expressly provided herein, no issue by
the Company of shares of stock of any class, or securities convertible into shares of stock of any
class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number
or price of Shares subject to an option.
(b) In the event of the proposed dissolution or liquidation of the Company, each Offering
Period will terminate immediately prior to the consummation of such proposed action, unless
otherwise provided by the Board. In such event, the Board may, in the exercise of its sole
discretion in such instances, declare that the options under the Plan shall terminate as of a date
fixed by the Board and give each participant the right to exercise his or her option as to all of
the optioned Shares.
(c) In the event of a Corporate Transaction (defined below), each option under the Plan shall
be assumed or an equivalent option shall be substituted by such successor corporation or a parent
or subsidiary of such successor corporation, unless the Board determines, in the exercise of its
sole discretion and in lieu of such assumption or substitution, that the participant shall have the
right to exercise the option as to all of the optioned Shares. If the Board makes an option
exercisable in lieu of assumption or substitution in the event of a Corporate Transaction, the
Board shall notify the participant that the option shall be fully exercisable on a date specified
in such notice, and the option will terminate upon the expiration of such period. For purposes of
the Plan, a Corporate Transaction means (i) 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 holdings and the
options granted under this Plan are assumed, converted or replaced by the successor corporation,
which assumption will be binding on all participants), (ii) 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, (iii) the sale of
substantially all of the assets of the Company, or (iv) 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).
(d) The Board may, if it so determines in the exercise of its sole discretion, also make
provision for adjusting the Reserves, as well as the price per Share covered by each outstanding
option, in the event that the Company effects one or more reorganizations, recapitalizations,
rights offerings or other increases or reductions of shares of its outstanding Common Stock, and in
the event of a Corporate Transaction.
9
15. NONASSIGNABILITY
Neither payroll deductions credited to a participants account nor any rights with regard to
the exercise of an option or to receive Shares under the Plan may be assigned, transferred, pledged
or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as
provided in Section 22 hereof) by the participant. Any such attempt at assignment, transfer, pledge
or other disposition shall be without effect.
16. REPORTS
Individual accounts will be maintained for each participant in the Plan. Each participant
shall receive promptly after the end of each Offering Period a report of his account setting forth
the total payroll deductions accumulated, the number of Shares purchased, the per Share price
thereof and the remaining cash balance, if any, carried forward to the next Offering Period, and
any other reports required by applicable law.
17. NOTICE OF DISPOSITION
Each participant under a Statutory Plan shall notify the Company if the participant disposes
of any of the Shares purchased in any Offering Period pursuant to this Plan if such disposition
occurs within two (2) years from the Offering Date or within one (1) year from the Purchase Date on
which such Shares were purchased (the Notice Period). Unless such participant is disposing of any
of such Shares during the Notice Period, such participant shall keep the certificates representing
such Shares in his or her name (and not in the name of a nominee) during the Notice Period. The
Company may, at any time during the Notice Period, place a legend or legends on any certificate
representing Shares acquired pursuant to the Plan requesting the Companys transfer agent to notify
the Company of any transfer of the Shares. The obligation of the participant to provide such notice
shall continue notwithstanding the placement of any such legend on certificates.
18. NO RIGHTS TO CONTINUED EMPLOYMENT
Neither this Plan nor the grant of any option hereunder shall confer any right on any employee
to remain in the employ of the Company or any Subsidiary or restrict the right of the Company or
any Subsidiary to terminate such employees employment.
19. EQUAL RIGHTS AND PRIVILEGES
All participants in an Offering Period under the Statutory Plan shall have the same rights and
privileges with respect to their participation in the Statutory Plan for that Offering Period, in
accordance with Section 423 of the Code and the related regulations (and any successor provisions)
except for differences that may be mandated by local law and are consistent with the requirements
of Code Section 423(b)(5). Any provision of the Statutory Plan, a specific Offering Period or an
option granted under the Statutory Plan which is inconsistent with this Section 19 shall without
further act or amendment by the Company or the Board be reformed, if possible, to the extent
necessary to render such provision in compliance with the requirements of Section 423 of the Code,
or shall otherwise be deleted, and the remainder of the terms of the Statutory Plan, an Offering
Period and/or an option shall not be affected.
10
20. NOTICES; ELECTRONIC DELIVERY
(a) All notices or other communications by a participant to the Company under or in connection
with the Plan shall be deemed to have been duly given when received in the form specified by the
Company at the location, or by the person, designated by the Company for the receipt thereof.
(b) Any reference in the Plan to subscription agreements, enrollment forms, authorizations or
any other document in writing shall include any agreement or document delivered electronically,
including through the Companys intranet.
21. CONDITIONS UPON ISSUANCE OF SHARES
Shares shall not be issued with respect to an option unless the exercise of such option and
the issuance and delivery of such Shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933,
as amended, the Securities Exchange Act of 1934, as amended (the Exchange Act), the rules and
regulations promulgated thereunder, and the requirements of any stock exchange upon which the
Shares may then be listed, and shall be further subject to the approval of counsel for the Company
with respect to such compliance. The Company shall have no liability for failure to issue any
Shares under this Plan in the event that such issuance cannot be accomplished in compliance with
all applicable laws.
22. APPLICABLE LAW
The Plan shall be governed by the substantive laws (excluding the conflict of laws rules) of
the State of Delaware.
23. EFFECTIVE DATE; TERM OF THE PLAN
The Plan shall become effective upon approval of the Plan by the stockholders of the Company,
and shall continue until the earliest to occur of (i) termination of the Plan by the Board,
(ii) issuance of all of the Shares reserved for issuance under the Plan, or (iii) ten (10) years
from the date the Plan was originally approved by the stockholders (subject to the ability of the
stockholders to approve later extensions of this term).
24. AMENDMENT OR TERMINATION OF THE PLAN
The Board of Directors of the Company may at any time amend or terminate the Plan. Termination
of the Plan shall not affect options previously granted under the Plan, nor shall any amendment
make any change in an option previously granted which would adversely affect the right of any
participant (unless mutually agreed otherwise between the participant and the Company, which
agreement must be in writing and signed by the participant and the Company); provided that if the
Board determines that a change in applicable accounting rules or a change in applicable laws
renders an amendment or termination desirable, then the Board may approve such an amendment or
termination. Any amendment of the Plan shall be subject to approval of the stockholders of the
Company in the manner and to the extent required by applicable law. In addition, without limiting
the foregoing, the Board may not amend the Plan without approval of the stockholders of the Company
if such amendment would: (i) increase the number of Shares
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that may be issued under the Plan; or (ii) expand the designation of the employees (or class
of employees) eligible for participation in the Plan.
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VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.com |
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SYMANTEC CORPORATION 350 ELLIS
STREET
MOUNTAIN VIEW, CALIFORNIA 94043
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Use the Internet to transmit your voting instructions and for
electronic delivery of information up until 11:59 P.M. Eastern
Time the day before the cut-off date or meeting date. Have
your proxy card in hand when you access the web site and
follow the instructions to obtain your records and to create
an electronic voting instruction form. |
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During The Meeting - Go to www.virtualshareholdermeeting.com/symantec
You may attend the Meeting via the Internet and vote during
the Meeting. Have the information that is printed in the box
marked by the arrow available and follow the instructions. |
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VOTE BY
PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting
instructions up until 11:59 P.M. Eastern Time the day before
the cut-off date or meeting date. Have your proxy card in hand
when you call and then follow the instructions. |
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VOTE BY MAIL
Mark, sign and date your proxy card and return it in the
postage-paid envelope we have provided or return it to Vote
Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY
11717. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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M26210-P99968
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KEEP THIS PORTION FOR YOUR RECORDS |
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DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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SYMANTEC CORPORATION |
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The Board of Directors recommends you vote
FOR the following proposals: |
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1.
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Election of eleven (11) members to the
Board of Directors:
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For
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Against
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Abstain |
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1a. Stephen M. Bennett
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1b. Michael A. Brown
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For
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1c. William T. Coleman III
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2. |
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Ratification of the
appointment of KPMG
LLP as our
independent
registered public
accounting firm for
the 2011 fiscal
year;
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1d. Frank E. Dangeard
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1e. Geraldine B. Laybourne
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3. |
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Approval of an
amendment to our
2004
Equity Incentive
Plan, as amended,
to increase the
number of
authorized shares
issuable thereunder
by 55,000,000
shares; and
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1f. David L. Mahoney
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1g. Robert S. Miller
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4. |
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Approval of an
amendment to our
2008
Employee Stock
Purchase Plan, to
increase the number
of authorized
shares issuable
thereunder by
20,000,000 shares.
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1h. Enrique Salem
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1i. Daniel H. Schulman
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1j. John W. Thompson
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1k. V. Paul Unruh
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Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor,
administrator, or other fiduciary, please give full title as such. Joint owners should each sign
personally. All holders must sign. If a corporation or partnership, please sign in full
corporate or partnership name, by authorized officer. |
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Signature [PLEASE SIGN WITHIN BOX]
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Date
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Signature (Joint Owners)
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Date |
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
M26211-P99968
This Proxy is Solicited on Behalf of the
Board of Directors of Symantec Corporation
2010 Annual Meeting of Stockholders
The undersigned stockholder(s) appoint(s) Enrique Salem, James A. Beer and Scott C. Taylor,
and each of them, with full power of substitution, as attorneys and proxies for and in the name and
place of the undersigned, and hereby authorizes each of them to represent and to vote all of the
shares of Common Stock of Symantec Corporation ( Symantec ) that are held of record by the
undersigned as of July 26, 2010, which the undersigned is entitled to vote at the Annual Meeting of
Stockholders of Symantec to be held on September 20, 2010 at 11:00 a.m. (Pacific time), and at any
adjournments or postponements thereof.
THIS PROXY, WHEN PROPERLY EXECUTED AND RETURNED IN A TIMELY MANNER, WILL BE VOTED AT THE ANNUAL
MEETING AND AT ANY ADJOURNMENT OR POSTPONEMENT THEREOF IN THE MANNER DESCRIBED HEREIN. IF NO
CONTRARY INDICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF ELECTING THE ELEVEN NOMINEES
IDENTIFIED HEREIN TO THE BOARD OF DIRECTORS, FOR PROPOSALS 2, 3 AND 4, AND IN ACCORDANCE WITH THE
JUDGMENT OF THE PERSONS NAMED AS PROXIES HEREIN, ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE
THE ANNUAL MEETING.
Continued and to be signed on reverse side