Symantec 2011 Annual Report Download - page 29

PROPOSAL NO. 3
AMENDMENT TO OUR 2000 DIRECTOR EQUITY INCENTIVE PLAN
We are asking stockholders to approve an amendment to our 2000 Director Equity Incentive Plan, as amended
(the “Director Plan”) to increase the number of shares reserved for issuance thereunder by 50,000 shares, which
would increase the total number of shares reserved for issuance under the Director Plan from 150,000 to 200,000.
Each non-employee member of our Board has an interest in Proposal No. 3 since each such director is eligible to
participate in the Director Plan.
The Board believes that the amendment to increase the shares of Symantec common stock available for issuance
under the Director Plan is in the best interests of Symantec and its stockholders. The purpose of the Director Plan is to
provide our non-employee members of the Board with an opportunity to receive all or a portion of the base retainer
payable to such directors in the form of common stock of the company and thus provide directors with a means to
acquire an equity interest in the company. By providing the directors with an incentive based on increases in the value
of the company’s stock, the directors’ interests are more closely aligned with the interests of the stockholders. The
amount of the base retainer payable to members of the Board is currently set at $50,000 per year.
Currently, there are a total of 150,000 shares of Symantec’s common stock reserved for issuance under the
Director Plan. As of August 1, 2011, a total of 121,125 shares have been issued under the Director Plan to
19 persons, leaving 28,875 shares reserved for future issuance. During fiscal year 2011, 6,168 shares were issued to
eligible directors under the Director Plan. As discussed under the “Directors’ Compensation” section of this proxy
statement, each director may elect to receive all or a portion of his or her annual retainer in the form of Symantec
common stock. Without the additional 50,000 shares that are the subject of this proposal, it is likely that there will
not be sufficient shares available under the Director Plan to comply with this company policy.
Plan History
The Director Plan was adopted by the Board on July 20, 2000 and approved by Symantec’s stockholders on
September 18, 2000. The Director Plan was amended by the Board on July 20, 2004 to reflect the increase in the
annual retainer from $25,000 to $50,000. The increase became effective as of April 3, 2004. On September 15,
2004, Symantec’s stockholders approved amendments to the Director Plan to (i) increase the number of shares
reserved for issuance thereunder by 50,000 shares (on a split-adjusted basis), which would increase the total number
of shares reserved for issuance under the Director Plan from 50,000 to 100,000 (on a split-adjusted basis), and
(ii) provide for a proportionate adjustment to the shares subject to the Director Plan upon any stock dividend, stock
split or similar change in Symantec’s capital structure. The Director Plan was again amended by the Board on
July 24, 2007 to increase the total number of shares reserved for issuance under the Director Plan by 50,000. On
September 13, 2007, Symantec’s stockholders approved this increase, bringing the total number of shares reserved
for issuance under the Director Plan to 150,000. The Director Plan was amended by the Board on March 4, 2009 to
remove a requirement that not less than 50% of each director’s annual retainer be paid in the form of Symantec
common stock. On July 26, 2011, the Board approved an amendment to the Director Plan to increase the total
number of shares reserved for issuance under the Director Plan by 50,000, subject to stockholder approval, which
Symantec’s stockholders are being asked to consider and vote upon at the meeting.
Summary of the 2000 Director Equity Incentive Plan
The following summary of the principal provisions of the Director Plan, as proposed for approval. This
summary does not purport to be a complete description of all of the provisions of the Director Plan. It is qualified in
its entirety by reference to the full text of the Director Plan. A copy of the Director Plan has been filed with the SEC
with this proxy statement, and any stockholder who wishes to obtain a copy of the Director Plan may do so by
written request to the Secretary at Symantec’s headquarters in Mountain View, California.
Purpose. The purpose of the Director Plan is to provide members of the Board of Directors with an
opportunity to receive all or a portion of the retainer payable to each director in common stock and thus provide
directors of Symantec with a means to acquire an equity interest in Symantec and incentives based on increases in
the value of Symantec’s common stock.
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