Symantec 2002 Annual Report Download - page 94

SYMANTEC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued)
During Ñscal 2002, approximately 7.6 million shares issuable upon conversion of the 3% convertible
subordinated debentures were excluded from the computation of diluted net income (loss) per share, as their
eÅect would have been anti-dilutive.
During Ñscal 2002, 2001, and 2000, approximately 13.8 million, 8.3 million and 928,000 shares,
respectively, issuable from assumed exercise of options were excluded from the computation of diluted net
income (loss) per share, as their eÅect would have been anti-dilutive.
Note 11. Adoption of Stockholder Rights Plan
On August 11, 1998, the Board of Directors adopted a stockholder rights plan designed to ensure orderly
consideration of any future unsolicited acquisition attempt to ensure fair value of us for our stockholders.
In connection with the plan, the Board of Directors declared and paid a dividend of one preferred share
purchase right for each share of Symantec common stock outstanding on the Record Date, August 21, 1998.
Each right entitles the holder, under certain circumstances, to purchase from us one two-thousandth of a share
of our Series A Junior Participating Preferred Stock, par value $0.01 per share, at a price of $150.00 per one
one-thousandth of a share of Series A Junior Participating Preferred Stock, subject to adjustment.
The rights are initially attached to Symantec common stock and will not trade separately. If a person or a
group, an Acquiring Person, acquires 20% or more of our common stock, or announces an intention to make a
tender oÅer for 20% or more of our common stock, the rights will be distributed and will thereafter trade
separately from the common stock.
If the rights become exercisable, each right (other than the Acquiring Person) will entitle the holder to
purchase, at a price equal to the exercise price of the right, a number of shares of our common stock having a
then-current value of twice the exercise price of the right. If, after the rights become exercisable, we agree to
merge into another entity or we sell more than 50% of our assets, each right will entitle the holder to purchase,
at a price equal to the exercise price of the right, a number of shares of common stock of such entity having a
then-current value of twice the exercise price.
We may exchange the rights at a ratio of one share of common stock for each right (other than the
Acquiring Person) at any time after an Acquiring Person acquires 20% or more of our common stock but
before such person acquires 50% or more of our common stock. We may also redeem the rights at our option
at a price of $0.001 per right at any time before an Acquiring Person has acquired 20% or more of our common
stock. The rights will expire on August 12, 2008.
Note 12. Employee BeneÑts
401(k) Plan
We maintain a salary deferral 401(k) plan for all of our domestic employees. This plan allows employees
to contribute up to 20% of their pretax salary up to the maximum dollar limitation prescribed by the Internal
Revenue Code. We match 100% of the Ñrst $500 of employees' contributions and then 50% of the employees'
contribution. The maximum employer match in any given plan year is 3% of the employees' eligible
compensation. Our contributions under the plan were approximately $4.1 million, $3.0 million and $2.4 mil-
lion during Ñscal 2002, 2001 and 2000.
Restricted Shares
During Ñscal 1999, we issued 200,000 restricted shares to our current CEO for a purchase price of $0.005
per share, vesting 50% at each anniversary date, with the Ñrst anniversary date being April 14, 2000. Unearned
compensation equivalent to the market value of the common stock on the date of grant, less par, was charged
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