{"id":40623,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-option-grant-terms-and-conditions-symantec.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-option-grant-terms-and-conditions-symantec","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/stock-option-grant-terms-and-conditions-symantec.html","title":{"rendered":"Stock Option Grant Terms and Conditions – Symantec"},"content":{"rendered":"

SYMANTEC CORPORATION STOCK OPTION GRANT : TERMS AND CONDITIONS 1. Grant of
\nOption.<\/u> Symantec Corporation, a Delaware corporation, (the
\n“Company<\/u>“), hereby grants to the optionee named in the Stock Option Grant
\n(“Optionee<\/u>“) an option (this “Option<\/u>“) to purchase the total
\nnumber of shares subject to the Option set forth in the Stock Option Grant (the
\n“Shares<\/u>“) at the exercise price per Share set forth in the Stock Option
\nGrant (the “Exercise Price<\/u>“), subject to all of the terms and conditions
\nset forth in this Terms and Conditions of Stock Option Grant and the Stock
\nOption Grant (collectively, the “Grant<\/u>“) and in the Company153s 2004 Equity
\nIncentive Plan (the “Plan<\/u>“). For U.S. taxpayers, if designated as an
\nincentive stock option in the Stock Option Grant, this Option is intended to
\nqualify as an “incentive stock option” (“ISO<\/u>“) within the meaning of
\nSection 422 of the Internal Revenue Code of 1986 (the “Code<\/u>“). If not so
\ndesignated, this Option shall be a nonqualified stock option (“NQSO<\/u>“). 2.
\nExercise Period of Option.<\/u> Subject to the terms and conditions set forth
\nin this Grant and in the Plan, Optionee may exercise this Option in whole or in
\npart for any Vested Shares, as determined in accordance with Section 8 hereof;
\nprovided, however, that this Option shall expire and terminate on the expiration
\ndate set forth in the Stock Option Grant (the “Expiration Date<\/u>“), or
\nearlier, as provided in Section 4 hereof, and must be exercised, if at all, on
\nor before the Expiration Date. 3. Restrictions on Exercise<\/u>. Exercise of
\nthis Option is subject to the following limitations: (a) This Option may not be
\nexercised unless such exercise is in compliance with the Securities Act of 1933,
\nas amended, and all applicable U.S. state and local securities laws, as they are
\nin effect on the date of exercise. (b) This Option may not be exercised until
\nthe Plan, or any required increase in the number of shares authorized under the
\nPlan, is approved by the stockholders of the Company. (c) The exercise of this
\noption may be subject to additional conditions and\/or restrictions as set forth
\nin the Company153s Insider Trading Policy, as in effect from time to time. 4.
\nTermination of Option.<\/u> Except as provided below in this Section, this
\nOption shall terminate and may not be exercised if Optionee ceases to provide
\nservices as an employee, director, consultant, independent contractor or advisor
\nto the Company or a Parent, Subsidiary or Affiliate of the Company (each as
\ndefined in the Plan), except <\/em>in the case of sick leave, military leave,
\nor any other leave of absence approved by the committee appointed by the
\nCompany153s Board of Directors (the “Board<\/u>“) to administer the Plan (the
\n“Committee<\/u>“) or by any person designated by the Committee, provided that
\nsuch leave is for a period of not more than ninety days, or reinstatement upon
\nthe expiration of such leave is guaranteed by contract or statute. The Committee
\nor its designee will have sole discretion to determine whether an Optionee has
\nceased to provide services and the effective date on which Optionee ceased to
\nprovide services (the “Termination Date<\/u>“). (a) If Optionee ceases to
\nprovide services to the Company or any Parent, Subsidiary or Affiliate of the
\nCompany for any reason except death or disability, Optionee may exercise this
\nOption to the extent (and only to the extent) that it would have been
\nexercisable upon the Termination Date, within three months after the Termination
\nDate, but in any event no later than the Expiration Date. (b) If Optionee ceases
\nto provide services to the Company or any Parent, Subsidiary or Affiliate of the
\nCompany because of the death or disability of Optionee, within the meaning of
\nSection 22(e) (3) of the Code, (or Optionee dies within three months after
\nOptionee ceases to provide services other than because of such Optionee153s death
\nor disability) the Option may be exercised to the extent (and only to the
\nextent) that it would have been exercisable by Optionee on the Termination Date,
\nby Optionee (or Optionee153s legal representative) within twelve months after the
\nTermination Date, but in any event no later than the Expiration Date. (c)
\nNotwithstanding anything to the contrary herein, if Optionee ceases to provide
\nservices to the Company or any Parent, Subsidiary or Affiliate of the Company
\nbecause of Optionee153s actual or alleged commitment of a criminal act or an
\nintentional tort and the Company (or an employee of the Company) is the victim
\nor object of such criminal act or intentional tort or such criminal act or
\nintentional tort results, in the reasonable opinion of the Company, in<\/p>\n

\n

liability, loss, damage or injury to the Company, then, at the Company153s
\nelection, this Option shall not be exercisable and shall terminate upon
\nOptionee153s Termination Date. Termination by the Company based on Optionee153s
\nalleged commitment of a criminal act or an intentional tort shall be based on a
\nreasonable investigation of the facts and a determination by the Company that a
\npreponderance of the evidence discovered in such investigation indicates that
\nOptionee is guilty of such criminal act or intentional tort. Nothing in this
\nGrant or in the Plan shall confer on Optionee any right to continue in the
\nemploy of, or to continue any other relationship with, the Company or any
\nParent, Subsidiary or Affiliate of the Company, or limit in any way the right of
\nthe Company or any Parent, Subsidiary or Affiliate of the Company to terminate
\nOptionee153s employment or other relationship at any time, with or without cause.
\n5. Manner of Exercise.<\/u> (a) This Option shall be exercisable by delivery
\nto the Company of an executed written Notice of Intent to Exercise Stock Option
\nin such form or forms as may be approved by the Company (the “Exercise
\nAgreement<\/u>“), which shall set forth Optionee153s election to exercise this
\nOption, the number of Shares being purchased, any restrictions imposed on the
\nShares and such other representations and agreements regarding Optionee153s
\ninvestment intent and access to information as may be required by the Company to
\ncomply with applicable securities laws. (b) Such Exercise Agreement shall be
\naccompanied by full payment of the Exercise Price for the Shares being purchased
\n(i) in cash (by check or by wire transfer); (ii) by surrender of shares of
\nCommon Stock of the Company that have been owned by Optionee for more than six
\nmonths (and which have been paid for within the meaning of SEC Rule 144 and, if
\nsuch shares were purchased from the Company by use of a promissory note, such
\nnote has been fully paid with respect to such shares) or were obtained by
\nOptionee in the open public market, having a Fair Market Value (as defined in
\nthe Plan) equal to the Exercise Price of the Option; (iii) provided that a
\npublic market for the Company153s stock exists, through a “same day sale”
\ncommitment from Optionee and a broker-dealer approved by the Company that is a
\nmember of the National Association of Securities Dealers (an “NASD
\nDealer<\/u>“) whereby Optionee irrevocably elects to exercise the Option and to
\nsell a portion of the Shares so purchased to pay for the Exercise Price and
\nwhereby the NASD Dealer irrevocably commits upon receipt of such Shares to
\nforward the Exercise Price directly to the Company; or (iv) by any combination
\nof the foregoing. (c) Withholding Taxes.<\/u> Prior to the issuance of the
\nShares upon exercise of this Option, Optionee must pay or make adequate
\nprovision for any applicable U.S. federal, state and\/or local withholding
\nobligations of the Company. (d) Issuance of Shares.<\/u> Provided that such
\nnotice and payment are in form and substance satisfactory to counsel for the
\nCompany, the Company shall cause the Shares to be issued in the name of Optionee
\nor Optionee153s legal representative or assignee. 6. Notice of Disqualifying
\nDisposition of ISO Shares.<\/u> If the Option granted to Optionee pursuant to
\nthis Grant is an ISO, and if Optionee sells or otherwise disposes of any of the
\nShares acquired pursuant to the ISO on or before the later of (1) the date which
\nis two years after the Grant Date, or (2) the date one year after exercise of
\nthe ISO with respect to which the Shares are to be sold or disposed, Optionee
\nshall immediately notify the Company in writing of such disposition. Optionee
\nacknowledges and agrees that Optionee may be subject to income tax withholding
\nby the Company on the compensation income recognized by Optionee from any such
\nearly disposition by payment in cash or out of the current wages or other
\nearnings payable to Optionee. 7. Nontransferability of Option.<\/u> This
\nOption may not be transferred in any manner other than by will or by the law of
\ndescent and distribution and may be exercised during the lifetime of Optionee
\nonly by Optionee. The terms of this Option shall be binding upon the executors,
\nadministrators, successors and assigns of Optionee. 8. Vesting Schedule.<\/u>
\nUntil the Termination Date, the shares subject to this option shall vest in
\naccordance with the vesting schedule set forth in the Stock Option Grant. Shares
\nthat are vested pursuant to the vesting schedule set forth in the Stock Option
\nGrant are “Vested Shares<\/u>” and are exercisable hereunder. 9.
\nCompliance with Laws and Regulations.<\/u> The exercise of this Option and the
\nissuance of Shares shall be subject to compliance by the Company and Optionee
\nwith all applicable requirements of U.S. federal and state, and local securities
\nlaws and with all applicable requirements of any stock exchange or national
\nmarket system on which the Company153s Common Stock may be listed at the time of
\nsuch issuance. Optionee understands that the Company is under no obligation to
\nregister or qualify the Shares with the Securities and Exchange Commission, any
\nU.S. state or local securities<\/p>\n

-2-<\/p>\n

\n

commission or any stock exchange or national market system on which the
\nCompany153s Common Stock may be listed at the time of such issuance or transfer.
\n10. Adjustments<\/u>. The number of Shares subject to this Option and the
\nExercise Price per share are subject to adjustment pursuant to Section 2.2 of
\nthe Plan. In the event of a transaction described in Section 18.1 of the Plan,
\nthis Option may be assumed, converted or replaced by the successor corporation
\n(if any), which assumption, conversion or replacement will be binding on
\nOptionee, or the successor corporation may substitute an equivalent award or
\nprovide substantially similar consideration to Optionee as was provided to
\nstockholders (after taking into account the existing provisions of the Option).
\nIn the event such successor corporation (if any) fails to assume this Option or
\nsubstitute an equivalent award pursuant to a corporate transaction, this Option
\nwill expire on such transaction at such time and on such conditions as the Board
\nshall determine. 11. Interpretation.<\/u> Any dispute regarding the
\ninterpretation hereof or of the Plan shall be submitted by Optionee or the
\nCompany forthwith to the Committee, which shall review such dispute at its next
\nregular meeting. The resolution of such a dispute by the Committee shall be
\nfinal and binding on the Company and on Optionee. 12. Electronic
\nDelivery<\/u>. The Company may, in its sole discretion, decide to deliver any
\ndocuments related to participation in the Plan, options granted under the Plan
\nor future options that may be granted under the Plan (including, without
\nlimitation, disclosures that may be required by the Securities and Exchange
\nCommission) by electronic means or to request Optionee153s consent to participate
\nin the Plan by electronic means. Optionee hereby consents to receive such
\ndocuments by electronic delivery and, if requested, to agree to participate in
\nthe Plan through an on-line or electronic system established and maintained by
\nthe Company or another third party designated by the Company. 13. Governing
\nLaw<\/u>. The interpretation, performance and enforcement of this Grant shall be
\ngoverned by the laws of the State of California without resort to that State153s
\nconflict-of-laws rules. For purposes of litigating any dispute that arises
\ndirectly or indirectly from the relationship of the parties evidenced by this
\nGrant, the parties hereby submit to and consent to the exclusive jurisdiction of
\nthe State of California and agree that such litigation shall be conducted only
\nin the courts of Santa Clara County, California, or the federal courts for the
\nUnited States for the Northern District of California, and no other courts,
\nwhere this Grant is made and\/or to be performed. 14. Notices.<\/u> Any notice
\nrequired to be given or delivered to the Company under the terms of this Grant
\nshall be in writing and addressed to the Corporate Secretary of the Company at
\nits principal corporate offices. Any notice required to be given or delivered to
\nOptionee shall be in writing and addressed to Optionee at the address indicated
\nin the Stock Option Grant or to such other address as such party may designate
\nin writing from time to time to the Company. All notices shall be deemed to have
\nbeen given or delivered upon: personal delivery; three days after deposit in the
\nUnited States mail by certified or registered mail (return receipt requested);
\none business day after deposit with any return receipt express courier
\n(prepaid); or one business day after transmission by facsimile, rapifax or
\ntelecopier. 15. Entire Agreement.<\/u> The Plan, the Exercise Agreement, and
\nthe Appendices are incorporated in this Grant by reference. In the event of any
\nconflict between the terms of this Grant and the Plan, the terms of the Plan
\nshall apply. This Grant constitutes the entire agreement of the parties and
\nsupersede all prior undertakings and agreements with respect to the subject
\nmatter hereof. 16. Appendices<\/u>. Notwithstanding any provisions in this
\nGrant, the Option shall be subject the terms and conditions set forth in the
\nAppendices to this Grant. Moreover, if Optionee relocates to one of the
\ncountries included in the Appendix B, the special terms and conditions for such
\ncountry will apply to Optionee, to the extent the Company determines that the
\napplication of such terms and conditions is necessary or advisable in order to
\ncomply with local law or facilitate the administration of the Plan. The
\nAppendices constitute part of this Grant. 17. Imposition of Other
\nRequirements<\/u>. In addition, the Company reserves the right to impose other
\nrequirements on the Option and the Shares purchased upon exercise of the Option,
\nto the extent the Company determines it is necessary or advisable in order to
\ncomply with local laws or facilitate the administration of the Plan, and to
\nrequire Optionee to sign any additional agreements or undertakings that may be
\nnecessary to accomplish the foregoing. ***<\/p>\n

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