Symantec 2013 Annual Report Download - page 40

Reduction of Shares. For purposes of determining the number of shares available for grant under the 2013
Plan, any equity award (i.e., an option, SAR, award of restricted stock or RSUs) will reduce the number of shares
available for issuance by one share.
Per-Share Exercise Price. The per-share exercise price of stock options and SARs granted under the 2013
Plan must equal at least the fair market value of a share of our common stock on the grant date of the option.
No Repricing. The exercise price of an option or SAR may not be reduced (repriced) without first obtain-
ing 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 2013 Plan, 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 with us.
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 per-
formance 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 gen-
erally expire three months after the termination of the employee’s 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 Symantec’s 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 2013 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 consid-
eration or if there is a change in the corporate structure of Symantec, then (a) the number of shares reserved for
issuance and future grant under the 2013 Plan, (b) the limits on the number of shares that may be issued to partic-
ipants in a calendar year, (c) the exercise price and number of shares subject to outstanding options and SARs
(d) the maximum number of shares that may be issued as incentive stock options, (e) the maximum number of
shares that may be issued to non-employee directors in a fiscal year 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 secu-
rities laws.
Administration. The Compensation Committee will administer the 2013 Plan (except when the Board
decides to directly administer the 2013 Plan).
Section 162(m) Considerations. Section 162(m) of the Internal Revenue Code of 1986, as amended (the
“Code”) generally disallows a federal income tax deduction to public companies for compensation paid to the
company’s chief executive officer and three other most highly compensated officers (excluding our chief finan-
cial officer) (“covered employees”) to the extent that any of them receive more than $1.0 million in compensa-
tion in any single year. However, if compensation qualifies as performance based compensation for
Section 162(m) purposes, an employer may deduct the compensation for federal income tax purposes, even if the
compensation exceeds $1.0 million in a single year. The 2013 Plan is intended to comply with the requirements
of Section 162(m) of the Code such that performance-based awards in excess of $1.0 million payable to our
covered employees may be deductible by us.
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