Symantec 2013 Annual Report Download - page 44

PROPOSAL NO. 5
APPROVAL OF 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 30,000,000 shares, from
40,000,000 shares to 70,000,000 shares. The Board approved this amendment on July 25, 2013, subject to stock-
holder 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. The ESPP was amended by the Board and our stockholders in 2010 to increase the number of
shares reserved for issuance. As of August 1, 2013, an aggregate of 18,342,509 shares of common stock have
been issued, and 21,657,491 shares remain available for future issuance under the ESPP. Shares under the ESPP
are allocated as follows:
‰18,342,509 shares have been issued as a result of ESPP purchases (and are therefore not available for
future grant); and
‰21,657,491 shares are available for future issuance.
As of August 1, 2013, 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 March 29, 2013: Stephen M. Bennett — 522
shares, Francis A. deSouza — 1,193 shares, and Janice D. Chaffin — 1,305 shares. During fiscal year 2013, all
executive officers as a group purchased an aggregate of 4,294 shares. No associate of any of our executive offi-
cers 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 August 1, 2013.
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 sum-
mary 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
Corporate Secretary at Symantec’s 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 provi-
sions, 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. 5 is approved, the total number of shares reserved for issu-
ance will increase from 40,000,000 to 70,000,000 shares. As of August 1, 2013, 698,430,244 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.
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