Symantec 2011 Annual Report Download - page 30

Administration. The Director Plan permits either the Board or a committee appointed by the Board to
administer the Director Plan (in either case, the “Administrator”). The Administrator has the authority to construe
and interpret the Director Plan and the Administrator will ratify and approve all stock to directors under the Director
Plan. Currently the Compensation Committee administrates the Director Plan.
Issuance of Stock. The Director Plan provides that each director may elect to receive up to 100% of the director’s
annual retainer in the form of an award of unrestricted, fully-vested shares of Symantec common stock (the “Stock”).
OnorbeforethefirstmeetingoftheBoardheldineachfiscalyear(the“First Meeting”), each director is required to
specify the percentage, from 0% to 100%, of the retainer that is to be paid in Stock. If no election is made by a director,
the director is deemed to have elected to receive 50% of the retainer in the form of Stock. The number of shares of Stock
to be issued annually to each director will equal the portion of the retainer for each year which a director elects to be paid
in Stock, divided by the closing price of the Symantec common stock on the Nasdaq Global Select Market on the day
immediately preceding the First Meeting. The shares are issued to the directors promptly following the First Meeting.
Each director who is newly appointed to the Board during the first half of the Company’s fiscal year is entitled to receive
a pro rata portion of the retainer for the current fiscal year (based on the number of days remaining in such fiscal year,
divided by 365 days). At the first Board meeting the newly appointed director is eligible to attend, the director is
required to specify the percentage, from 0% to 100%, of the retainer that is to be paid in stock.
Stock Reserved for Issuance. The Stock reserved for issuance under the Director Plan consists of authorized
but unissued shares of Symantec common stock. Assuming the stockholders of the company approve the proposed
amendment to the Director Plan, the aggregate number of shares of Stock that may be issued under the Director Plan
will be 200,000, which number will be proportionately adjusted upon any stock dividend, stock split or similar
change in the company’s capital structure.
Amendment and Termination of the Director Plan. The Board may amend, alter, suspend or discontinue the
Director Plan at any time; provided, that no amendment which increases the number of shares of Stock issuable under the
Director Plan shall be effective unless and until such increase is approved by the stockholders of the company.
Federal Income Tax Information
The following is a general summary as of the date of this proxy statement of the U.S. federal income tax
consequences to directors associated with stock issued under the Director Plan. U.S. federal tax laws may change
and U.S. federal, state and local tax consequences for any director will depend upon his or her individual
circumstances.
A director will recognize taxable income at the time stock is issued under the Director Plan equal to the fair
market value of the Stock issued to the director. This amount must be treated as ordinary income and may be subject
to income tax withholding by Symantec. Upon resale of the shares by a director, any subsequent appreciation or
depreciation in the value of the stock will be treated as long-term or short-term capital gain or loss.
New Plan Benefits
Because the amount of Stock issued to directors under the Director Plan will depend on the portion of the
retainer each director elects to have paid in the form of Stock and on the fair market value of Symantec’s common
stock at future dates, it is not possible to determine the benefits that will be received by Symantec’s directors under
the Director Plan. The following table summarizes the benefits that were received by our current directors who are
not executive officers in the 2011 fiscal year.
Name and Position Number of Shares
Stephen M. Bennett................................................ 3,084
Geraldine B. Laybourne ............................................ 3,084
Non-Executive Director Group (9 persons)............................... 6,168
THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL NO. 3
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