Stock Option Grant Terms and Conditions – Symantec

SYMANTEC CORPORATION STOCK OPTION GRANT : TERMS AND CONDITIONS 1. Grant of
Option. Symantec Corporation, a Delaware corporation, (the
“Company“), hereby grants to the optionee named in the Stock Option Grant
(“Optionee“) an option (this “Option“) to purchase the total
number of shares subject to the Option set forth in the Stock Option Grant (the
“Shares“) at the exercise price per Share set forth in the Stock Option
Grant (the “Exercise Price“), subject to all of the terms and conditions
set forth in this Terms and Conditions of Stock Option Grant and the Stock
Option Grant (collectively, the “Grant“) and in the Company153s 2004 Equity
Incentive Plan (the “Plan“). For U.S. taxpayers, if designated as an
incentive stock option in the Stock Option Grant, this Option is intended to
qualify as an “incentive stock option” (“ISO“) within the meaning of
Section 422 of the Internal Revenue Code of 1986 (the “Code“). If not so
designated, this Option shall be a nonqualified stock option (“NQSO“). 2.
Exercise Period of Option. Subject to the terms and conditions set forth
in this Grant and in the Plan, Optionee may exercise this Option in whole or in
part for any Vested Shares, as determined in accordance with Section 8 hereof;
provided, however, that this Option shall expire and terminate on the expiration
date set forth in the Stock Option Grant (the “Expiration Date“), or
earlier, as provided in Section 4 hereof, and must be exercised, if at all, on
or before the Expiration Date. 3. Restrictions on Exercise. Exercise of
this Option is subject to the following limitations: (a) This Option may not be
exercised unless such exercise is in compliance with the Securities Act of 1933,
as amended, and all applicable U.S. state and local securities laws, as they are
in effect on the date of exercise. (b) This Option may not be exercised until
the Plan, or any required increase in the number of shares authorized under the
Plan, is approved by the stockholders of the Company. (c) The exercise of this
option may be subject to additional conditions and/or restrictions as set forth
in the Company153s Insider Trading Policy, as in effect from time to time. 4.
Termination of Option. Except as provided below in this Section, this
Option shall terminate and may not be exercised if Optionee ceases to provide
services as an employee, director, consultant, independent contractor or advisor
to the Company or a Parent, Subsidiary or Affiliate of the Company (each as
defined in the Plan), except in the case of sick leave, military leave,
or any other leave of absence approved by the committee appointed by the
Company153s Board of Directors (the “Board“) to administer the Plan (the
“Committee“) or by any person designated by the Committee, provided that
such leave is for a period of not more than ninety days, or reinstatement upon
the expiration of such leave is guaranteed by contract or statute. The Committee
or its designee will have sole discretion to determine whether an Optionee has
ceased to provide services and the effective date on which Optionee ceased to
provide services (the “Termination Date“). (a) If Optionee ceases to
provide services to the Company or any Parent, Subsidiary or Affiliate of the
Company for any reason except death or disability, Optionee may exercise this
Option to the extent (and only to the extent) that it would have been
exercisable upon the Termination Date, within three months after the Termination
Date, but in any event no later than the Expiration Date. (b) If Optionee ceases
to provide services to the Company or any Parent, Subsidiary or Affiliate of the
Company because of the death or disability of Optionee, within the meaning of
Section 22(e) (3) of the Code, (or Optionee dies within three months after
Optionee ceases to provide services other than because of such Optionee153s death
or disability) the Option may be exercised to the extent (and only to the
extent) that it would have been exercisable by Optionee on the Termination Date,
by Optionee (or Optionee153s legal representative) within twelve months after the
Termination Date, but in any event no later than the Expiration Date. (c)
Notwithstanding anything to the contrary herein, if Optionee ceases to provide
services to the Company or any Parent, Subsidiary or Affiliate of the Company
because of Optionee153s 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, this Option shall not be exercisable and shall terminate upon
Optionee153s Termination Date. Termination by the Company based on Optionee153s
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
Optionee is guilty of such criminal act or intentional tort. Nothing in this
Grant or in the Plan shall confer on Optionee 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
Optionee153s employment or other relationship at any time, with or without cause.
5. Manner of Exercise. (a) This Option shall be exercisable by delivery
to the Company of an executed written Notice of Intent to Exercise Stock Option
in such form or forms as may be approved by the Company (the “Exercise
Agreement“), which shall set forth Optionee153s election to exercise this
Option, the number of Shares being purchased, any restrictions imposed on the
Shares and such other representations and agreements regarding Optionee153s
investment intent and access to information as may be required by the Company to
comply with applicable securities laws. (b) Such Exercise Agreement shall be
accompanied by full payment of the Exercise Price for the Shares being purchased
(i) in cash (by check or by wire transfer); (ii) by surrender of shares of
Common Stock of the Company that have been owned by Optionee for more than six
months (and which 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 were obtained by
Optionee in the open public market, having a Fair Market Value (as defined in
the Plan) equal to the Exercise Price of the Option; (iii) provided that a
public market for the Company153s stock exists, through a “same day sale”
commitment from Optionee and a broker-dealer approved by the Company that is a
member of the National Association of Securities Dealers (an “NASD
Dealer“) whereby Optionee irrevocably elects to exercise the Option and to
sell a portion of the Shares so purchased to pay for the Exercise Price and
whereby the NASD Dealer irrevocably commits upon receipt of such Shares to
forward the Exercise Price directly to the Company; or (iv) by any combination
of the foregoing. (c) Withholding Taxes. Prior to the issuance of the
Shares upon exercise of this Option, Optionee must pay or make adequate
provision for any applicable U.S. federal, state and/or local withholding
obligations of the Company. (d) Issuance of Shares. Provided that such
notice and payment are in form and substance satisfactory to counsel for the
Company, the Company shall cause the Shares to be issued in the name of Optionee
or Optionee153s legal representative or assignee. 6. Notice of Disqualifying
Disposition of ISO Shares. If the Option granted to Optionee pursuant to
this Grant is an ISO, and if Optionee sells or otherwise disposes of any of the
Shares acquired pursuant to the ISO on or before the later of (1) the date which
is two years after the Grant Date, or (2) the date one year after exercise of
the ISO with respect to which the Shares are to be sold or disposed, Optionee
shall immediately notify the Company in writing of such disposition. Optionee
acknowledges and agrees that Optionee may be subject to income tax withholding
by the Company on the compensation income recognized by Optionee from any such
early disposition by payment in cash or out of the current wages or other
earnings payable to Optionee. 7. Nontransferability of Option. This
Option may not be transferred in any manner other than by will or by the law of
descent and distribution and may be exercised during the lifetime of Optionee
only by Optionee. The terms of this Option shall be binding upon the executors,
administrators, successors and assigns of Optionee. 8. Vesting Schedule.
Until the Termination Date, the shares subject to this option shall vest in
accordance with the vesting schedule set forth in the Stock Option Grant. Shares
that are vested pursuant to the vesting schedule set forth in the Stock Option
Grant are “Vested Shares” and are exercisable hereunder. 9.
Compliance with Laws and Regulations. The exercise of this Option and the
issuance of Shares shall be subject to compliance by the Company and Optionee
with all applicable requirements of U.S. federal and state, and local securities
laws and with all applicable requirements of any stock exchange or national
market system on which the Company153s Common Stock may be listed at the time of
such issuance. Optionee understands that the Company is under no obligation to
register or qualify the Shares with the Securities and Exchange Commission, any
U.S. state or local securities

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commission or any stock exchange or national market system on which the
Company153s Common Stock may be listed at the time of such issuance or transfer.
10. Adjustments. The number of Shares subject to this Option and the
Exercise Price per share are subject to adjustment pursuant to Section 2.2 of
the Plan. In the event of a transaction described in Section 18.1 of the Plan,
this Option may be assumed, converted or replaced by the successor corporation
(if any), which assumption, conversion or replacement will be binding on
Optionee, or the successor corporation may substitute an equivalent award or
provide substantially similar consideration to Optionee as was provided to
stockholders (after taking into account the existing provisions of the Option).
In the event such successor corporation (if any) fails to assume this Option or
substitute an equivalent award pursuant to a corporate transaction, this Option
will expire on such transaction at such time and on such conditions as the Board
shall determine. 11. Interpretation. Any dispute regarding the
interpretation hereof or of the Plan shall be submitted by Optionee or the
Company forthwith to the Committee, which shall review such dispute at its next
regular meeting. The resolution of such a dispute by the Committee shall be
final and binding on the Company and on Optionee. 12. Electronic
Delivery. The Company may, in its sole discretion, decide to deliver any
documents related to participation in the Plan, options granted under the Plan
or future options that may be granted under the Plan (including, without
limitation, disclosures that may be required by the Securities and Exchange
Commission) by electronic means or to request Optionee153s consent to participate
in the Plan by electronic means. Optionee hereby consents to receive such
documents by electronic delivery and, if requested, to agree to participate in
the Plan through an on-line or electronic system established and maintained by
the Company or another third party designated by the Company. 13. Governing
Law. The interpretation, performance and enforcement of this Grant shall be
governed by the laws of the State of California without resort to that State153s
conflict-of-laws rules. For purposes of litigating any dispute that arises
directly or indirectly from the relationship of the parties evidenced by this
Grant, the parties hereby submit to and consent to the exclusive jurisdiction of
the State of California and agree that such litigation shall be conducted only
in the courts of Santa Clara County, California, or the federal courts for the
United States for the Northern District of California, and no other courts,
where this Grant is made and/or to be performed. 14. Notices. Any notice
required to be given or delivered to the Company under the terms of this Grant
shall be in writing and addressed to the Corporate Secretary of the Company at
its principal corporate offices. Any notice required to be given or delivered to
Optionee shall be in writing and addressed to Optionee at the address indicated
in the Stock Option Grant or to such other address as such party may designate
in writing from time to time to the Company. All notices shall be deemed to have
been given or delivered upon: personal delivery; three days after deposit in the
United States mail by certified or registered mail (return receipt requested);
one business day after deposit with any return receipt express courier
(prepaid); or one business day after transmission by facsimile, rapifax or
telecopier. 15. Entire Agreement. The Plan, the Exercise Agreement, and
the Appendices are incorporated in this Grant by reference. In the event of any
conflict between the terms of this Grant and the Plan, the terms of the Plan
shall apply. This Grant constitutes the entire agreement of the parties and
supersede all prior undertakings and agreements with respect to the subject
matter hereof. 16. Appendices. Notwithstanding any provisions in this
Grant, the Option shall be subject the terms and conditions set forth in the
Appendices to this Grant. Moreover, if Optionee relocates to one of the
countries included in the Appendix B, the special terms and conditions for such
country will apply to Optionee, to the extent the Company determines that the
application of such terms and conditions is necessary or advisable in order to
comply with local law or facilitate the administration of the Plan. The
Appendices constitute part of this Grant. 17. Imposition of Other
Requirements. In addition, the Company reserves the right to impose other
requirements on the Option and the Shares purchased upon exercise of the Option,
to the extent the Company determines it is necessary or advisable in order to
comply with local laws or facilitate the administration of the Plan, and to
require Optionee to sign any additional agreements or undertakings that may be
necessary to accomplish the foregoing. ***

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