Symantec 2013 Annual Report Download - page 45

However, we currently operate the ESPP using a single purchase date for each Offering Period. This single
purchase date will occur on the last trading day of the Offering Period, at which time all accrued payroll
deductions of each participant are used to purchase shares.
Eligibility and Participation. Employees (including officers and employee directors) who are employed
for at least 20 hours per week and more than five months in any calendar year and who are employed by us as of
the third business day before the beginning of an Offering Period are eligible to participate in that Offering Peri-
od, subject to certain limitations imposed by Section 423(b) of the Code, applicable local law for locations out-
side of the United States and the plan itself. For example, no employee may be granted an option under the ESPP
if immediately after the grant such employee would own stock and/or hold outstanding options to purchase stock
possessing 5% or more of the total voting power or value of all classes of stock of Symantec or our subsidiaries.
As of August 1, 2013, approximately 18,772 employees (including officers and employee directors) are eligible
to participate in the ESPP. Each executive officer and each person who previously served as an executive officer
during fiscal year 2013 and remains employed by Symantec has an interest in Proposal No. 5.
Eligible employees become participants in the ESPP by submitting an enrollment form authorizing payroll
deductions no later than the third business day prior to the beginning of an Offering Period (unless payroll
deductions are not permitted under local law, in which case such other payment methods as we may approve).
Once a participant enrolls in an Offering Period, he or she is automatically enrolled in subsequent Offering Peri-
ods unless he or she withdraws from or becomes ineligible to participate in the ESPP. Once an employee has
enrolled in the ESPP, amounts are withheld from his or her compensation during each payroll period. An
employee may elect to have not less than 2% or more than 10% of his or her compensation during an Offering
Period withheld to be used to purchase shares under the ESPP. Eligible compensation is defined in the ESPP as
all compensation including base salary, wages, commissions, overtime, shift premiums and bonuses, plus draws
against commissions but excluding amounts related to company equity compensation; provided however, that for
purposes of determining a participant’s compensation any election by such participant to reduce his or her regular
cash remuneration under Sections 125 or 401(k) of the Code shall be treated as if the participant did not make the
election. For purposes of any Non-Statutory Plan, compensation is defined as base salary. A participant may
decrease, but not increase, the rate of his or her payroll deductions once during an ongoing Offering Period by
completing and filing a new authorization for payroll deductions form.
Grant and Exercise of Option; Purchase Price. On the first trading date of an Offering Period (which is
referred to as the grant date or the “Offering Date”), each participant is granted an option to purchase up to that
number of shares determined by dividing his or her payroll deductions accumulated during the Offering Period as
of the last trading day of the Offering Period by the purchase price applicable for that Offering Period. We
administer the ESPP to provide that the purchase price per share for each Offering Period is 85% of the fair
market value of a share of our common stock on the last trading day of the Offering Period (the “Purchase
Date”). Fair market value means the closing price of our common stock on the Purchase Date. Notwithstanding
the foregoing, the ESPP allows us to change the purchase price that applies to an Offering Period to provide for
the greatest discount allowed under Code Section 423 (which means that the purchase price can be 85% of the
lower of the fair market value of our stock at the beginning or at the end of the Offering Period). As of August 1,
2013, the fair market value of a share of our common stock was $26.70.
Certain limitations on the number of shares that a participant may purchase apply. For example, the option
granted to an employee may not permit him or her to purchase stock under the ESPP at a rate which exceeds
$25,000 in fair market value of such stock (determined as of the Offering Date) for each calendar year in which
the option is outstanding. In addition, we have set 10,000 shares as the maximum number of shares an employee
may purchase on each Purchase Date. The ESPP allows us to increase or decrease this share limit without stock-
holder approval. We will make a pro rata reduction in the number of shares subject to options outstanding under
the ESPP if the total number of shares that would otherwise be purchased on a Purchase Date by all participants
exceeds the number of shares remaining available under the plan.
Provided the employee continues participating in the plan through the end of an Offering Period, his or her
option to purchase shares is exercised automatically at the end of the Offering Period, and the maximum number
of shares that may be purchased with accumulated payroll amounts at the applicable purchase price are issued to
the employee.
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