2004 Equity Incentive Plan – Symantec

SYMANTEC CORPORATION
2004 EQUITY INCENTIVE PLANAs Adopted by the Board on July 20,
2004
and as amended thereafter

1. Purpose. The purpose of this Plan is to provide incentives to
attract, retain and motivate eligible persons whose present and potential
contributions are important to the success of the Company, its Parent,
Subsidiaries and Affiliates, by offering them an opportunity to participate in
the Company153s future performance through awards of Options, Stock Appreciation
Rights, Restricted Stock Units, and Restricted Stock Awards. Capitalized terms
not defined in the text are defined in Section 25. 2. Shares Subject to the
Plan. 2.1 Number of Shares Available. Subject to Sections 2.2 and
18, the total number of Shares reserved and available for grant and issuance
pursuant to this Plan will be one hundred and sixty-three million (163,000,000)
Shares plus up to forty-five million one hundred thousand (45,100,000) shares
subject to awards granted under the Company153s 1996 Equity Incentive Plan that
cancel, forfeit (e.g., upon the Participant153s Termination) or otherwise expire
by their terms on or following the adoption of this Plan. Any award other than
an Option or a SAR shall reduce the number of Shares available for issuance
under this Plan by two Shares for every Share issued. Subject to Sections 2.2
and 18, Shares that: (a) are subject to issuance upon exercise of an Option but
cease to be subject to such Option for any reason other than exercise of such
Option; (b) are subject to an Award granted hereunder but are forfeited or are
repurchased by the Company at the original issue price; or (c) are subject to an
Award that otherwise terminates without Shares being issued will again be
available for grant and issuance in connection with future Awards under this
Plan. The following Shares may not again be made available for future grant and
issuance as Awards under the Plan: (i) Shares that are withheld to pay the
exercise or purchase price of an Award or to satisfy any tax withholding
obligations in connection with an Award, (ii) Shares not issued or delivered as
a result of the net settlement of an outstanding Option or SAR or (iii) shares
of the Company153s Common Stock repurchased on the open market with the proceeds
of an Option exercise price. At all times the Company shall reserve and keep
available a sufficient number of Shares as shall be required to satisfy the
requirements of all outstanding Awards granted under this Plan. 2.2
Adjustment of Shares. In the event that the number of outstanding
Shares is changed by a stock dividend, recapitalization, stock split, reverse
stock split, subdivision, combination, reclassification or similar change in the
capital structure of the Company without consideration or there is a change in
the corporate structure (including, without limitation, a spin-off), then (a)
the number of Shares reserved for issuance under this Plan, (b) the Exercise
Prices of and number of Shares subject to outstanding Options, (c) the number of
Shares that may be granted pursuant to Section 3 below, 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 the stockholders of the Company and compliance
with applicable securities laws; provided, however, that fractions of a
Share will not be issued but will be rounded down to the nearest whole Share,
and may be replaced by a cash payment equal to the Fair Market Value of such
fraction of a Share, as determined by the Committee. 3. Eligibility.
ISOs (as defined in Section 5 below) may be granted only to employees
(including officers and directors who are also employees) of the Company or of a
Parent or Subsidiary of the Company. All other Awards may be granted to
employees, officers, directors, consultants, independent contractors and
advisors of the Company or any Parent, Subsidiary or Affiliate of the Company;
provided such consultants, contractors and advisors render bona fide
services not in connection with the offer and sale of securities in a
capital-raising transaction. No person will be eligible to receive more than
2,000,000 Shares in any calendar year under this Plan, pursuant to the grant of
Awards hereunder, of which no more than 400,000 Shares shall be covered by
Awards of Restricted Stock and Restricted Stock Units, other than new employees
of the Company or of a Parent or Subsidiary of the Company (including new
employees who are also officers and directors of the Company or any Parent or
Subsidiary of the Company), who are eligible to receive up to a maximum of
3,000,000 Shares in the calendar year in which they commence their employment,
of which no more than 600,000 Shares shall be covered by Awards of

Restricted Stock and Restricted Stock Units. For purposes of these limits
only, each Restricted Stock Unit settled in Shares (but not those settled in
cash), shall be deemed to cover one Share. A person may be granted more than one
Award under this Plan. 4. Administration. 4.1 Committee Authority.
This Plan will be administered by the Committee or by the Board acting as
the Committee. Subject to the general purposes, terms and conditions of this
Plan, and to the direction of the Board, the Committee will have full power to
implement and carry out this Plan. Without limitation, the Committee will have
the authority to: (a) construe and interpret this Plan, any Award Agreement and
any other agreement or document executed pursuant to this Plan; (b) prescribe,
amend and rescind rules and regulations relating to this Plan or any Award; (c)
select persons to receive Awards; (d) determine the form and terms of Awards;
(e) determine the number of Shares or other consideration subject to Awards; (f)
determine whether Awards will be granted singly, in combination with, in tandem
with, in replacement of, or as alternatives to, other Awards under this Plan or
any other incentive or compensation plan of the Company or any Parent,
Subsidiary or Affiliate of the Company; (g) grant waivers of Plan or Award
conditions; (h) determine the vesting, exercisability and payment of Awards; (i)
correct any defect, supply any omission or reconcile any inconsistency in this
Plan, any Award or any Award Agreement; (j) amend any Award Agreements executed
in connection with this Plan; (k) determine whether an Award has been earned;
and (l) make all other determinations necessary or advisable for the
administration of this Plan. 4.2 Committee Discretion. Any
determination made by the Committee with respect to any Award will be made in
its sole discretion at the time of grant of the Award or, unless in
contravention of any express term of this Plan or Award, at any later time, and
such determination will be final and binding on the Company and on all persons
having an interest in any Award under this Plan. To the extent permitted by
applicable laws, the Committee may delegate to one or more officers of the
Company the authority to grant an Award under this Plan to Participants who are
not Insiders of the Company. 4.3 Section 162(m), Rule 16b-3 and Stock
Exchange Requirements. If two or more members of the Board are Outside
Directors, the Committee will be comprised of at least two (2) members of the
Board, at least two (2) of whom are Outside Directors. To the extent desirable
to qualify transactions hereunder as exempt under Rule 16b-3 promulgated under
the Exchange Act (“Rule 16b-3“), Awards to officers and directors shall
be made by the entire Board or a Committee of two or more “non-employee
directors” within the meaning of Rule 16b-3. In addition, the Plan will be
administered in a manner that complies with any applicable Nasdaq Global Select
Market or stock exchange listing requirements.

5. Options. The Committee may grant Options to eligible persons and
will determine whether such Options will be Incentive Stock Options within the
meaning of the Code (“ISOs”) or Nonqualified Stock Options
(“NQSOs”), the number of Shares subject to the Option, the Exercise
Price of the Option (subject to Section 5.4 below), the circumstances upon and
the period during which the Option may be exercised, and all other terms and
conditions of the Option, subject to the following: 5.1 Form of Option
Grant. Each Option granted under this Plan will be evidenced by an Award
Agreement which will expressly identify the Option as an ISO or an NQSO
(“Stock Option Agreement”), and will be in such form and contain such
provisions (which need not be the same for each Participant) as the Committee
may from time to time approve, and which will comply with and be subject to the
terms and conditions of this Plan. To the extent that any Option designated as
an ISO in the Award Agreement fails to qualify as such under applicable law, it
shall be treated instead as a NQSO. 5.2 Date of Grant. The date of
grant of an Option will be the date on which the Committee makes the
determination to grant such Option, unless a later date is otherwise specified
by the Committee at the time it acts to approve the grant. The Stock Option
Agreement and a copy of this Plan will be delivered to the Participant within a
reasonable time after the granting of the Option. 5.3 Exercise Period.
Options will be exercisable within the times or upon the events determined
by the Committee as set forth in the Stock Option Agreement governing such
Option; provided, however, that no Option will be exercisable after the
expiration of ten (10) years from the date the Option is granted; and provided
further that no ISO granted to a person who directly or by attribution owns more
than ten percent (10%) of the total combined voting power of all classes of
stock of the Company or of any Parent or Subsidiary of the Company (“Ten
Percent Stockholder”) will be exercisable after the expiration of five (5)
years from the date the ISO is granted. The Committee also may provide for the
exercise of Options to become exercisable at one time or from time to time,
periodically or otherwise (including, without limitation, the attainment during
a Performance Period of performance goals based on Performance Factors), in such
number of Shares or percentage of Shares as the Committee determines. 5.4
Exercise Price. The Exercise Price of an Option will be determined by
the Committee when the Option is granted and may not be less than 100% of the
Fair Market Value of the Shares on the date of grant; provided that the
Exercise Price of any ISO granted to a Ten Percent Stockholder will not be less
than 110% of the Fair Market Value of the Shares on the date of grant. Payment
for the Shares purchased may be made in accordance with Section 10 of this Plan.
5.5 Method of Exercise. Options may be exercised only by delivery to
the Company of a written or electronic notice or agreement of stock option
exercise (the “Exercise Agreement”) in a form approved by the Committee
(which need not be the same for each Participant), stating the number of Shares
being purchased, the restrictions imposed on the Shares purchased under such
Exercise Agreement, if any, and such representations and agreements regarding
Participant153s investment intent and access to information and other matters, if
any, as may be required or desirable by the Company to comply with applicable
securities laws, together with payment in full of the Exercise Price for the
number of Shares being purchased and all applicable withholding taxes. 5.6
Termination. Notwithstanding the exercise periods set forth in the
Stock Option Agreement, exercise of an Option will always be subject to the
following: (a) If the Participant is Terminated for any reason except death or
Disability, then the Participant may exercise such Participant153s Options only to
the extent that such Options are vested and exercisable upon the Termination
Date no later than three (3) months after the Termination Date (or such shorter
or longer time period not exceeding five (5) years as may be determined by the
Committee, with any exercise beyond three (3) months after the Termination Date
deemed to be an NQSO), but in any event, no later than the expiration date of
the Options. (b) If the Participant is Terminated because of Participant153s death
or Disability (or the Participant dies within three (3) months after a
Termination other than because of Participant153s death or disability), then
Participant153s Options may be exercised only to the extent that such Options are
vested and

exercisable by Participant on the Termination Date and must be exercised by
Participant (or Participant153s legal representative or authorized assignee) no
later than twelve (12) months after the Termination Date (or such shorter or
longer time period not exceeding five (5) years as may be determined by the
Committee, with any such exercise beyond (a) three (3) months after the
Termination Date when the Termination is for any reason other than the
Participant153s death or Disability, or (b) twelve (12) months after the
Termination Date when the Termination is for Participant153s death or Disability,
deemed to be an NQSO), but in any event no later than the expiration date of the
Options. 5.7 Limitations on Exercise. The Committee may specify a
reasonable minimum number of Shares that may be purchased on any exercise of an
Option, provided that such minimum number will not prevent Participant
from exercising the Option for the full number of Shares for which it is then
exercisable. 5.8 Limitations on ISOs. The aggregate Fair Market Value
(determined as of the date of grant) of Shares with respect to which ISOs are
exercisable for the first time by a Participant during any calendar year (under
this Plan or under any other incentive stock option plan of the Company or any
Affiliate, Parent or Subsidiary of the Company) will not exceed $100,000. If the
Fair Market Value of Shares on the date of grant with respect to which ISOs are
exercisable for the first time by a Participant during any calendar year exceeds
$100,000, then the Options for the first $100,000 worth of Shares to become
exercisable in such calendar year will be ISOs and the Options for the amount in
excess of $100,000 that become exercisable in that calendar year will be NQSOs.
In the event that the Code or the regulations promulgated thereunder are amended
after the Effective Date of this Plan to provide for a different limit on the
Fair Market Value of Shares permitted to be subject to ISOs, such different
limit will be automatically incorporated herein and will apply to any Options
granted after the effective date of such amendment. 5.9 Modification,
Extension or Renewal. The Committee may modify, extend or renew outstanding
Options and authorize the grant of new Options in substitution therefor,
provided that (a) any such action may not, without the written consent
of a Participant, impair any of such Participant153s rights under any Option
previously granted; (b) any outstanding ISO that is modified, extended, renewed
or otherwise altered will be treated in accordance with Section 424(h) of the
Code; and (c) notwithstanding anything to the contrary elsewhere in the Plan,
the Company is subject to Section 21.2 below with respect to any proposal to
reprice outstanding Options. 5.10 No Disqualification. Notwithstanding
any other provision in this Plan, no term of this Plan relating to ISOs will be
interpreted, amended or altered, nor will any discretion or authority granted
under this Plan be exercised, so as to disqualify this Plan under Section 422 of
the Code or, without the consent of the Participant affected, to disqualify any
ISO under Section 422 of the Code. 6. Non-Employee Director Equity
Awards. 6.1 Types of Awards. All Awards other than ISOs may be
granted to non-employee directors under this Plan. Awards granted pursuant to
this Section 6 may be automatically made pursuant to a policy adopted by the
Board (as such policy may be amended from time to time by the Board) or made
from time to time as determined in the discretion of the Board, or, if the
authority to grant Awards to non-employee directors has been delegated by the
Board, the Committee. 6.2 Eligibility. Awards granted pursuant to this
Section 6 shall be granted only to non-employee directors. Any non-employee
director, including without limitation any non-employee director who is
appointed as a member to the Board, will be eligible to receive an Award under
this Section 6. 6.3 Vesting, Exercisability and Settlement. Except as
set forth in Section 18, Awards granted pursuant to Section 6 shall vest, become
exercisable and be settled as determined by the Board or, if the authority to
make such determinations has been delegated by the Board, the Committee. With
respect to Options and SARs, the exercise price of such Award granted to
non-employee directors shall not be less than the Fair Market Value of the
Shares at the time such Award is granted.

7. Restricted Stock Awards. A Restricted Stock Award is an offer by
the Company to issue to an eligible person Shares that are subject to
restrictions. The Committee will determine to whom an offer will be made, the
number of Shares the person may be issued or purchase, the Purchase Price (if
any), the restrictions to which the Shares will be subject, and all other terms
and conditions of the Restricted Stock Award, subject to the following: 7.1
Restricted Stock Agreement. All purchases under a Restricted Stock
Award will be evidenced by a written agreement (the “Restricted Stock
Agreement“), which will be in substantially a form (which need not be the
same for each Participant) that the Committee shall from time to time approve,
and will comply with and be subject to the terms and conditions of the Plan. A
Participant can accept a Restricted Stock Award only by signing and delivering
to the Company the Restricted Stock Agreement, and full payment of the Purchase
Price (if any) and all applicable withholding taxes, at such time and on such
terms as required by the Committee. If the Participant does not accept the
Restricted Stock Award at such time and on such terms as required by the
Committee, then the offer of the Restricted Stock Award will terminate, unless
the Committee determines otherwise. 7.2 Purchase Price. The Purchase
Price (if any) for a Restricted Stock Award will be determined by the Committee,
and may be less than Fair Market Value on the date the Restricted Stock Award is
granted. Payment of the Purchase Price must be made in accordance with Section
10 of this Plan and as permitted in the Restricted Stock Agreement, and in
accordance with any procedures established by the Company. 7.3 Terms of
Restricted Stock Awards. Restricted Stock Awards will be subject to all
restrictions, if any, that the Committee may impose. These restrictions may be
based on completion of a specified period of service with the Company and/or
upon completion of the performance goals as set out in advance in the Restricted
Stock Agreement, which shall be in such form and contain such provisions (which
need not be the same for each Participant) as the Committee shall from time to
time approve, and which will comply with and be subject to the terms and
conditions of this Plan. Prior to the grant of a Restricted Stock Award, the
Committee shall: (a) determine the nature, length and starting date of any
Performance Period for the Restricted Stock Award; (b) select performance
criteria, including if the Award is intended to qualify as “performance-based
compensation” under Code Section 162(m) from among the Performance Factors, to
be used to measure performance goals, if any; and (c) determine the number of
Shares that may be awarded to the Participant. For Restricted Stock Awards
intended to comply with the requirements of Section 162(m) of the Code, the
performance goals will be determined at a time when the achievement of the
performance goals remains substantially uncertain and shall otherwise be
administered in a manner that complies with the requirements under that statute.
Performance Periods may overlap and a Participant may participate simultaneously
with respect to Restricted Stock Awards that are subject to different
Performance Periods and having different performance goals and other criteria.
7.4 Termination During Vesting or Performance Period. Restricted Stock
Awards shall cease to vest immediately if a Participant is Terminated during the
vesting period or Performance Period applicable to the Award for any reason,
unless the Committee determines otherwise, and any unvested Shares subject to
such Restricted Stock Awards shall be subject to the Company153s right to
repurchase such Shares or otherwise to any forfeiture condition applicable to
the Award, as described in Section 14 of this Plan, if and as set forth in the
applicable Restricted Stock Agreement. 8. Restricted Stock Units. A
Restricted Stock Unit (or RSU) is an award covering a number of Shares that may
be settled in cash, or by issuance of those Shares (which may consist of
Restricted Stock). A RSU may be awarded for past services already rendered to
the Company, or any Affiliate, Parent or Subsidiary of the Company pursuant to
an Award Agreement (the “RSU Agreement“) that will be in such form
(which need not be the same for each Participant) as the Committee will from
time to time approve, and will comply with and be subject to the following: 8.1
Terms of RSUs. RSUs may vary from Participant to Participant and
between groups of Participants, and may be based upon the achievement of the
Company, Affiliate, Parent or Subsidiary and/or individual performance factors
or upon such other criteria as the Committee may determine. The Committee will
determine all terms of each RSU including, without limitation: the number of
Shares subject to each RSU, the time or times during which each RSU shall vest
and the RSU be settled, the consideration to be distributed on such settlement,
and the effect on each RSU of its holder153s Termination. A RSU may be awarded
upon satisfaction of such performance goals as are set out in advance in the
Participant153s individual Award Agreement (the

“Performance RSU Agreement“) that will be in such form (which need
not be the same for each Participant) as the Committee will from time to time
approve, and will comply with and be subject to the terms and conditions of this
Plan. If the RSU is being earned upon the satisfaction of performance goals
pursuant to a Performance RSU Agreement, then the Committee will: (a) determine
the nature, length and starting date of any Performance Period for each RSU; (b)
select performance criteria, including if the Award is intended to qualify as
“performance-based compensation” under Code Section 162(m) from among the
Performance Factors, to be used to measure performance goals, if any; and (c)
determine the number of Shares deemed subject to the RSU. For RSUs intended to
comply with the requirements of Section 162(m) of the Code, the performance
goals will be determined at a time when the achievement of the performance goals
remains substantially uncertain and shall otherwise be administered in a manner
that complies with the requirements under that statute. Prior to settlement of
any RSU earned upon the satisfaction of performance goals pursuant to a
Performance RSU Agreement, the Committee shall determine the extent to which
such RSU has been earned. Performance Periods may overlap and Participants may
participate simultaneously with respect to RSUs that are subject to different
Performance Periods and different performance goals and other criteria. The
number of Shares may be fixed or may vary in accordance with such performance
goals and criteria as may be determined by the Committee. The Committee may
adjust the performance goals applicable to the RSUs to take into account changes
in law and accounting or tax rules and to make such adjustments as the Committee
deems necessary or appropriate to reflect the impact of extraordinary or unusual
items, events or circumstances to avoid windfalls or hardships. 8.2 Form and
Timing of Exercise. The portion of a RSU being settled may be paid
currently or on a deferred basis with such interest or dividend equivalent, if
any, as the Committee may determine. Payment may be made in the form of cash or
whole Shares or a combination thereof, either in a lump sum payment or in
installments, all as the Committee will determine. 9. Stock Appreciation
Rights. A Stock Appreciation Right (or SAR) is an award that may be
exercised for cash or Shares (which may consist of Restricted Stock), having a
value equal to the value determined by multiplying the difference between the
Fair Market Value on the date of settlement over the Exercise Price and the
number of Shares with respect to which the SAR is being settled. A SAR may be
awarded for past services already rendered to the Company, or any Parent or
Subsidiary of the Company pursuant to an Award Agreement (the “SAR
Agreement“) that will be in such form (which need not be the same for each
Participant) as the Committee will from time to time approve, and will comply
with and be subject to the following: 9.1 Terms of SARs. SARs may vary
from Participant to Participant and between groups of Participants, and may be
based upon the achievement of the Company, Parent or Subsidiary and/or
individual performance factors or upon such other criteria as the Committee may
determine. The Committee will determine all terms of each SAR including, without
limitation: the number of Shares deemed subject to each SAR, the time or times
during which each SAR may be settled, the consideration to be distributed on
settlement, and the effect on each SAR of its holder153s Termination. The Exercise
Price of a SAR will be determined by the Committee when the SAR is granted and
may not be less than 100% of the Fair Market Value of the Shares on the date of
grant. A SAR may be awarded upon satisfaction of such performance goals as are
set out in advance in the Participant153s individual Award Agreement (the
“Performance SAR Agreement“) that will be in such form (which need not
be the same for each Participant) as the Committee will from time to time
approve, and will comply with and be subject to the terms and conditions of this
Plan. If the SAR is being earned upon the satisfaction of performance goals
pursuant to a Performance SAR Agreement, then the Committee will: (a) determine
the nature, length and starting date of any Performance Period for each SAR; (b)
select performance criteria, including if the Award is intended to qualify as
“performance-based compensation” under Code Section 162(m) from among the
Performance Factors, to be used to measure performance goals, if any; and (c)
determine the number of Shares deemed subject to the SAR. Prior to exercise of
any SAR earned upon the satisfaction of performance goals pursuant to a
Performance SAR Agreement, the Committee shall determine the extent to which
such SAR has been earned. Performance Periods may overlap and Participants may
participate simultaneously with respect to SARs that are subject to different
Performance Periods and different performance goals and other criteria. The
number of Shares may be fixed or may vary in accordance with such performance
goals and criteria as may be determined by the Committee. The Committee may
adjust the performance goals applicable to the SARs to take into account changes
in law and accounting or tax rules and to make such adjustments as the Committee
deems necessary or appropriate to reflect the impact of extraordinary or unusual
items, events or circumstances to avoid windfalls or hardships. Notwithstanding
anything to the contrary elsewhere in the Plan, the Company is subject to
Section 21.2 below with respect to any proposal to

reprice outstanding SARs. The term of a SAR shall be ten (10) years from the
date the SAR is awarded or such shorter term as may be provided in the Award
Agreement. 9.2 Form and Timing of Settlement. The portion of a SAR
being settled may be paid currently or on a deferred basis with such interest or
dividend equivalent, if any, as the Committee may determine. Payment may be made
in the form of cash or whole Shares or a combination thereof, either in a lump
sum payment or in installments, all as the Committee will determine. 10.
Payment for Share Purchases. Payment for Shares purchased pursuant to
this Plan may be made in cash, by check or by wire transfer or, where expressly
approved for the Participant by the Committee and where permitted by law: (a) by
cancellation of indebtedness of the Company to the Participant; (b) by surrender
of shares that either: (1) have been owned by Participant for more than six (6)
months and have been paid for within the meaning of SEC Rule 144 (and, if such
shares were purchased from the Company by use of a promissory note, such note
has been fully paid with respect to such shares); or (2) were obtained by
Participant in the public market; (c) cashless “net exercise” arrangement
pursuant to which the Company will reduce the number of Shares issued upon
exercise by the largest whole number of Shares having an aggregate Fair Market
Value that does not exceed the aggregate exercise price; provided that the
Company shall accept a cash or other payment from the Participant to the extent
of any remaining balance of the exercise price not satisfied by such reduction
in the number of whole Shares to be issued; (d) by waiver of compensation due or
accrued to the Participant for services rendered; (e) with respect only to
purchases upon exercise of an Option, and provided that a public market for the
Company153s stock exists, through a “same day sale” commitment from the
Participant and a broker-dealer that is a member of the Financial Industry
Regulatory Authority (a “FINRA Dealer”) whereby the Participant
irrevocably elects to exercise the Option and to sell a portion of the Shares so
purchased to pay for the Exercise Price and any applicable withholding
obligations, and whereby the FINRA Dealer irrevocably commits upon receipt of
such Shares to forward the Exercise Price directly to the Company; (f) by such
other consideration and method of payment as permitted by the Committee and
applicable law; or (g) by any combination of the foregoing. 11. Withholding
Taxes. 11.1 Withholding Generally. It shall be a condition to the
grant of an Award under this Plan that the Participant satisfy any tax
withholding or similar obligations applicable to the Award that may be legally
imposed upon the Participant. Whenever Awards are to be granted or Shares are to
be issued in satisfaction of Awards granted under this Plan, the Participant
shall make such arrangements as the Company may require to remit to the Company
an amount sufficient to satisfy federal, state, local, or foreign withholding
tax requirements prior to the delivery of any Award Agreement or certificate or
certificates for Award Shares. Whenever, under this Plan, payments in
satisfaction of Awards are to be made in cash, such payment will be net of an
amount sufficient to satisfy federal, state, and local withholding tax
requirements. 11.2 Stock Withholding. When, under applicable tax laws,
a Participant incurs tax liability in connection with the grant, exercise or
vesting of any Award that is subject to tax withholding and the Participant is
obligated to pay the Company the amount required to be withheld, the Committee
may allow the Participant to satisfy the minimum withholding tax obligation by
electing to have the Company withhold from the Shares to be issued that number
of Shares having a Fair Market Value equal to the minimum amount required to be
withheld,

determined on the date that the amount of tax to be withheld is to be
determined (the “Tax Date”). All elections by a Participant to have
Shares withheld for this purpose will be made in writing in a form and during a
period acceptable to the Committee. 12. Privileges of Stock Ownership;
Voting and Dividends. Except to the extent that the Committee grants an RSU
that entitles the Participant to credit for dividends paid on Award Shares prior
to the date such Shares are issued to the Participant (as reflected in the RSU
Agreement), no Participant will have any of the rights of a stockholder with
respect to any Shares until the Shares are issued to the Participant. After
Shares are issued to the Participant, the Participant will be a stockholder and
have all the rights of a stockholder with respect to such Shares, including the
right to vote and receive all dividends or other distributions made or paid with
respect to such Shares; provided, that if such Shares are restricted
stock, then any new, additional or different securities the Participant may
become entitled to receive with respect to such Shares by virtue of a stock
dividend, stock split or any other change in the corporate or capital structure
of the Company will be subject to the same restrictions as the restricted stock;
provided, further, that the Participant will have no right to retain
such stock dividends or stock distributions with respect to Shares that are
repurchased at the Participant153s original Purchase Price or otherwise forfeited
to the Company. 13. Transferability. Awards granted under this Plan,
and any interest therein, will not be transferable or assignable by Participant,
and may not be made subject to execution, attachment or similar process,
otherwise than by will or by the laws of descent and distribution or as
consistent with the specific Plan and Award Agreement provisions relating
thereto. All Awards shall be exercisable: (i) during the Participant153s lifetime,
only by (A) the Participant, or (B) the Participant153s guardian or legal
representative; and (ii) after Participant153s death, by the legal representative
of the Participant153s heirs or legatees. 14. Restrictions on Shares. At
the discretion of the Committee, the Company may reserve to itself and/or its
assignee(s) in the Award Agreement a right to repurchase a portion of or all
Shares that are not vested held by a Participant following such Participant153s
Termination at any time specified after the Participant153s Termination Date, for
cash and/or cancellation of purchase money indebtedness, at the Participant153s
original Exercise Price or Purchase Price, as the case may be. Alternatively, at
the discretion of the Committee, Award Shares issued to the Participant for
which the Participant did not pay any Exercise or Purchase Price may be
forfeited to the Company on such terms and conditions as may be specified in the
Award Agreement. All certificates for Shares or other securities delivered under
this Plan will be subject to such stock transfer orders, legends and other
restrictions as the Committee may deem necessary or advisable, including
restrictions under any applicable federal, state or foreign securities law, or
any rules, regulations and other requirements of the SEC or any stock exchange
or automated quotation system upon which the Shares may be listed or quoted. 15.
Escrow; Pledge of Shares. To enforce any restrictions on a
Participant153s Shares, the Committee may require the Participant to deposit all
certificates representing Shares, together with stock powers or other
instruments of transfer approved by the Committee, appropriately endorsed in
blank, with the Company or an agent designated by the Company to hold in escrow
until such restrictions have lapsed or terminated, and the Committee may cause a
legend or legends referencing such restrictions to be placed on the
certificates. 16. Exchange and Buyout of Awards. The Committee may, at
any time or from time to time, authorize the Company, with the consent of the
respective Participants, to issue new Awards in exchange for the surrender and
cancellation of any or all outstanding Awards. This Section shall not be
construed to defeat the requirements of Section 21.2 with respect to any
proposed repricing of Options or SARs. 17. Securities Law and Other
Regulatory Compliance. An Award will not be effective unless such Award is
in compliance with all applicable federal and state securities laws, rules and
regulations of any governmental body, and the requirements of any stock exchange
or automated quotation system upon which the Shares may then be listed or
quoted, as they are in effect on the date of grant of the Award and also on the
date of exercise or other issuance. Notwithstanding any other provision in this
Plan, the Company will have no obligation, and no liability for failure, to
issue Shares or deliver certificates for Shares under this Plan prior to: (a)
obtaining any approvals from governmental agencies that the Company determines
are necessary or advisable; and/or (b) completion of any registration or other
qualification of such Shares under any state or federal law or ruling of any
governmental body that the Company determines to be necessary or advisable. The
Company will be under no

obligation to register the Shares with the SEC or to effect compliance with
the registration, qualification or listing requirements of any state securities
laws, stock exchange or automated quotation system, and the Company will have no
liability for any inability or failure to do so. 18. Corporate
Transactions. 18.1 Assumption or Replacement of Awards by Successor.
In the event of (a) a dissolution or liquidation of the Company, (b) a
merger or consolidation in which the Company is not the surviving corporation
(other than a merger or consolidation with a wholly-owned subsidiary, a
reincorporation of the Company in a different jurisdiction, or other transaction
in which there is no substantial change in the stockholders of the Company or
their relative stock holdings and the Awards granted under this Plan are
assumed, converted or replaced by the successor corporation, which assumption
will be binding on all Participants), (c) a merger in which the Company is the
surviving corporation but after which the stockholders of the Company (other
than any stockholder which merges (or which owns or controls another corporation
which merges) with the Company in such merger) cease to own their shares or
other equity interests in the Company, (d) the sale of substantially all of the
assets of the Company, or (e) any other transaction which qualifies as a
“corporate transaction” under Section 424(a) of the Code wherein the
stockholders of the Company give up all of their equity interest in the Company
(except for the acquisition, sale or transfer of all or substantially
all of the outstanding shares of the Company from or by the stockholders of the
Company), any or all outstanding Awards may be assumed, converted or replaced by
the successor corporation (if any), which assumption, conversion or replacement
will be binding on all Participants, or the successor corporation may substitute
equivalent awards or provide substantially similar consideration to Participants
as was provided to stockholders (after taking into account the existing
provisions of the Awards); provided that[, unless otherwise determined by the
Board,] all Awards granted pursuant to Section 6 shall accelerate and be fully
vested upon such merger, consolidation or corporate transaction. In the event
such successor corporation (if any) fails to assume or substitute Awards
pursuant to a transaction described in this Subsection 18.1, all such Awards
will expire on such transaction at such time and on such conditions as the Board
shall determine. 18.2 Other Treatment of Awards. Subject to any greater
rights granted to Participants under the foregoing provisions of this Section
18, in the event of the occurrence of any transaction described in Section 18.1,
any outstanding Awards will be treated as provided in the applicable agreement
or plan of merger, consolidation, dissolution, liquidation, sale of assets or
other “corporate transaction.” 18.3 Assumption of Awards by the Company.
The Company, from time to time, also may substitute or assume outstanding
awards granted by another company, whether in connection with an acquisition of
such other company or otherwise, by either; (a) granting an Award under this
Plan in substitution of such other company153s award; or (b) assuming such award
as if it had been granted under this Plan if the terms of such assumed award
could be applied to an Award granted under this Plan. Such substitution or
assumption will be permissible if the holder of the substituted or assumed award
would have been eligible to be granted an Award under this Plan if the other
company had applied the rules of this Plan to such grant. In the event the
Company assumes an award granted by another company, the terms and conditions of
such award will remain unchanged (except that the exercise price and
the number and nature of Shares issuable upon exercise of any such option will
be adjusted appropriately pursuant to Section 424(a) of the Code). In the event
the Company elects to grant a new Option rather than assuming an existing
option, such new Option may be granted with a similarly adjusted Exercise Price.
19. No Obligation to Employ; Accelerated Expiration of Award for Harmful
Act. Nothing in this Plan or any Award granted under this Plan will confer
or be deemed to confer on any Participant any right to continue in the employ
of, or to continue any other relationship with, the Company or any Parent,
Subsidiary or Affiliate of the Company or limit in any way the right of the
Company or any Parent, Subsidiary or Affiliate of the Company to terminate
Participant153s employment or other relationship at any time, with or without
cause. Notwithstanding anything to the contrary herein, if a Participant is
Terminated because of such Participant153s actual or alleged commitment of a
criminal act or an intentional tort and the Company (or an employee of the
Company) is the victim or object of such criminal act or intentional tort or
such criminal act or intentional tort results, in the reasonable opinion of the
Company, in liability, loss, damage or injury to the Company, then, at the
Company153s election, Participant153s Awards shall not be exercisable or settleable
and shall terminate and expire upon the Participant153s Termination Date.
Termination by the Company based on a Participant153s alleged commitment of a
criminal act or an intentional tort shall be based on a reasonable investigation
of the facts and a determination by the Company that a

preponderance of the evidence discovered in such investigation indicates that
such Participant is guilty of such criminal act or intentional tort. 20.
Compliance with Section 409A. Notwithstanding anything to the contrary
contained herein, to the extent that the Committee determines that any Award
granted under the Plan is subject to Code Section 409A and unless otherwise
specified in the applicable Award Agreement, the Award Agreement evidencing such
Award shall incorporate the terms and conditions necessary for such Award to
avoid the consequences described in Code Section 409A(a)(1), and to the maximum
extent permitted under applicable law (and unless otherwise stated in the
applicable Award Agreement), the Plan and the Award Agreements shall be
interpreted in a manner that results in their conforming to the requirements of
Code Section 409A(a)(2), (3) and (4) and any Department of Treasury or Internal
Revenue Service regulations or other interpretive guidance issued under Section
409A (whenever issued, the “Guidance”). Notwithstanding anything to the contrary
in this Plan (and unless the Award Agreement provides otherwise, with specific
reference to this sentence), to the extent that a Participant holding an Award
that constitutes “deferred compensation” under Section 409A and the Guidance is
a “specified employee” at the time of his or her “separation from service” (as
each is defined under Section 409A and applicable Guidance), no distribution or
payment of any amount shall be made before a date that is six (6) months
following the date of such Participant153s separation from service or, if earlier,
the date of the Participant153s death within such six (6) month period. 21.
Certain Stockholder Approval Matters. 21.1 Plan Effectiveness;
Increasing Plan Shares. This Plan became effective on July 20, 2004 (the
“Effective Date”). Any amendment to this Plan increasing the number of Shares
available for issuance hereunder shall be approved by the stockholders of the
Company, consistent with applicable laws, within twelve (12) months before or
after the effective date of such amendment (“Amendment Effective Date”). Upon
the Amendment Effective Date, the Board may grant Awards covering such
additional Shares pursuant to this Plan; provided, however, that: (a) no Option
granted pursuant to such increase in the number of Shares subject to this Plan
approved by the Board may be exercised prior to the time such increase has been
approved by the stockholders of the Company; and (b) in the event that
stockholder approval of any such amendment increasing the number of Shares
subject to this Plan is not obtained, all Awards covering such additional Shares
granted hereunder will be canceled, any Shares issued pursuant to any Award will
be canceled, and any purchase of Shares hereunder will be rescinded. 21.2
Repricing Matters. Except in connection with a corporate transaction
involving the Company (including without limitation any stock dividend,
recapitalization, stock split, reverse stock split, subdivision, combination,
reclassification, reorganization, merger, consolidation, split-up, spin-off or
exchange of shares), the terms of outstanding Awards may not without stockholder
approval be amended to reduce the exercise price of outstanding Options or SARs,
or to cancel outstanding Options or SARs in exchange either for (a) cash, or (b)
new Options, SARS or other Awards with an exercise price that is less than the
exercise price of the original (cancelled) Options or SARs. 22. Term of
Plan. Unless earlier terminated as provided herein, this Plan will
terminate on July 20, 2014. 23. Amendment or Termination of Plan. The
Board may at any time terminate or amend this Plan in any respect, including
without limitation amendment of Section 6 of this Plan; provided, however,
that the Board will not, without the approval of the stockholders of the
Company, amend this Plan to increase the number of shares that may be issued
under this Plan, change the designation of employees or class of employees
eligible for participation in this Plan, take any action in conflict with
Section 21.2 above, or otherwise materially modify a provision of the Plan if
such modification requires stockholder approval under the applicable rules and
regulations of the Nasdaq Market. 24. Nonexclusivity of the Plan.
Neither the adoption of this Plan by the Board, the submission of this Plan
to the stockholders of the Company for approval, nor any provision of this Plan
will be construed as creating any limitations on the power of the Board to adopt
such additional compensation arrangements as it may deem desirable, including,
without limitation, the granting of stock options and bonuses otherwise than
under this Plan, and such arrangements may be either generally applicable or
applicable only in specific cases.

25. Definitions. As used in this Plan, the following terms will have
the following meanings: “Affiliate” means any corporation that
directly, or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, another corporation, where
“control” (including the terms “controlled by” and “under common control with”)
means the possession, direct or indirect, of the power to cause the direction of
the management and policies of the corporation, whether through the ownership of
voting securities, by contract or otherwise. “Award” means any award
under this Plan, including any Option, Stock Appreciation Right, Restricted
Stock Unit, or Restricted Stock Award. “Award Agreement” means, with
respect to each Award, the signed written agreement between the Company and the
Participant setting forth the terms and conditions of the Award. “Board”
means the Board of Directors of the Company. “Code” means the
Internal Revenue Code of 1986, as amended. “Committee” means the
committee appointed by the Board to administer this Plan, or if no such
committee is appointed, the Board. “Company” means Symantec
Corporation, a corporation organized under the laws of the State of Delaware, or
any successor corporation. “Disability” means a disability, whether
temporary or permanent, partial or total, within the meaning of Section 22(e)(3)
of the Code, as determined by the Committee. “Exchange Act” means the
Securities Exchange Act of 1934, as amended. “Exercise Price” means the
price at which a holder of an Option may purchase the Shares issuable upon
exercise of the Option, and in the case of a Stock Appreciation Right the value
specified on the date of grant that is subtracted from the Fair Market Value
when such Stock Appreciation Right is settled. “Fair Market Value”
means, as of any date, the value of a share of the Company153s Common Stock
determined as follows: (a) if such Common Stock is then quoted on the Nasdaq
Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market
(collectively, the “Nasdaq Market“), its closing price on the Nasdaq
Market on the date of determination as reported in The Wall Street
Journal; (b) if such Common Stock is publicly traded and is then listed on
a national securities exchange, its closing price on the date of determination
on the principal national securities exchange on which the Common Stock is
listed or admitted to trading as reported in The Wall Street Journal;
(c) if such Common Stock is publicly traded but is not quoted on the Nasdaq
Market nor listed or admitted to trading on a national securities exchange, the
average of the closing bid and asked prices on the date of determination as
reported in The Wall Street Journal; or (d) if none of the foregoing is
applicable, by the Committee in good faith. “Insider” means an officer
or director of the Company or any other person whose transactions in the
Company153s Common Stock are subject to Section 16 of the Exchange Act.
“Outside Director” shall mean a person who satisfies the requirements
of an “outside director” as set forth in regulations promulgated under Section
162(m) of the Code.

“Option”

means an award of an option to purchase Shares pursuant to Section 5.
“Parent” means any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company, if at the time of the granting of
an Award under this Plan, each of such corporations other than the Company owns
stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain. “Participant”
means a person who receives an Award under this Plan. “Performance
Factors” means the factors selected by the Committee from among the
following measures to determine whether the performance goals established by the
Committee and applicable to Awards have been satisfied: (1) Net revenue and/or
net revenue growth; (2) Earnings before income taxes and amortization and/or
earnings before income taxes and amortization growth; (3) Operating income
and/or operating income growth; (4) Net income and/or net income growth; (5)
Earnings per share and/or earnings per share growth; (6) Total stockholder
return and/or total stockholder return growth; (7) Return on equity; (8)
Operating cash flow return on income; (9) Adjusted operating cash flow return on
income; (10) Economic value added; and (11) Individual business goals or
criteria that can be objectively specified in a manner that complies with
Section 162(m). “Performance Period” means the period of service
determined by the Committee, not to exceed five years, during which years of
service or performance is to be measured for Restricted Stock Awards.
“Plan” means this Symantec Corporation 2004 Equity Incentive Plan, as
amended from time to time. “Purchase Price” means the price to be paid
for Shares acquired under this Plan pursuant to an Award other than an Option.
“Restricted Stock Award” means an award of Shares pursuant to Section
7. “Restricted Stock Unit” or “RSU” means an award of Shares
pursuant to Section 8. “Securities Act” means the Securities Act of
1933, as amended. “Shares” means shares of the Company153s Common Stock
reserved for issuance under this Plan, as adjusted pursuant to Sections 2 and
18, and any successor security. “Stock Appreciation Right” or
“SAR” means an Award, granted pursuant to Section 9.

“Subsidiary”

means any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company if, at the time of granting of the
Award, each of the corporations other than the last corporation in the unbroken
chain owns stock possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in such chain.
“Termination” or “Terminated” means, for purposes of this Plan
with respect to a Participant, that the Participant has for any reason ceased to
provide services as an employee, director, consultant, independent contractor or
advisor to the Company or a Parent, Subsidiary or Affiliate of the Company,
except in the case of sick leave, military leave, or any other leave of absence
approved by the Committee, provided that such leave is for a period of not more
than ninety (90) days, or reinstatement upon the expiration of such leave is
guaranteed by contract or statute. The Committee will have sole discretion to
determine whether a Participant has ceased to provide services and the effective
date on which the Participant ceased to provide services (the “Termination
Date”).

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