EXHIBIT 10.1
NO. ____
SYMANTEC CORPORATION
1996 EQUITY INCENTIVE PLAN
RESTRICTED STOCK PURCHASE AGREEMENT
(STOCK AWARD DOCUMENTATION)
This Restricted Stock Purchase Agreement (the "AGREEMENT") is made and
entered into as of _______________, _____ (the "EFFECTIVE DATE") by and between
Symantec Corporation, a Delaware corporation (the "COMPANY"), and the
purchaser-participant named below (the "PARTICIPANT"). Capitalized terms not
defined herein shall have the meaning ascribed to them in the Company's 1996
Equity Incentive Plan (the "PLAN").
PARTICIPANT: _______________________________________________
SOCIAL SECURITY NUMBER: _______________________________________________
ADDRESS: _______________________________________________
_______________________________________________
TOTAL NUMBER OF SHARES: _______________________________________________
PURCHASE PRICE PER SHARE: _______________________________________________
TOTAL PURCHASE PRICE: _______________________________________________
1. PURCHASE OF SHARES.
1.1 Purchase of Shares. On the Effective Date and subject to the
terms and conditions of this Agreement and the Plan, Participant hereby
purchases from the Company, and the Company hereby sells to Participant, the
Total Number of Shares set forth above (the "SHARES") of the Company's Common
Stock at the Purchase Price Per Share as set forth above (the "Purchase Price
Per Share") for a Total Purchase Price as set forth above (the "PURCHASE
PRICE"). As used in this Agreement, the term "SHARES" includes the Shares
purchased under this Agreement and all securities received (i) in replacement of
the Shares, (ii) as a result of stock dividends or stock splits with respect to
the Shares, and (iii) in replacement of the Shares in a merger,
recapitalization, reorganization or similar corporate transaction.
1.2 Title to Shares. The exact spelling of the name(s) under which
Participant will take title to the Shares is: __________________________________
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________________________________________________________________________________
________________________________________________________________________________
Participant desires to take title to the Shares as follows:
[ ]Individual, as separate property
[ ]Husband and wife, as community property
[ ]Joint Tenants
1.3 Payment. Participant hereby delivers payment of the Purchase
Price in cash (by check) in the amount of $_____________, receipt of which is
acknowledged by the Company.
2. DELIVERIES BY PARTICIPANT. Participant hereby delivers to the
Company (i) a duly executed copy of this Agreement, (ii) two (2) copies of a
blank Stock Power and Assignment Separate from Stock Certificate in the form of
Exhibit 1 attached hereto (the "STOCK POWERS"), both executed by Participant
(and Participant's spouse, if any), (iii) if Participant is married, a Consent
of Spouse in the form of Exhibit 2 attached hereto (the "SPOUSE CONSENT")
executed by Participant's spouse, and (iv) payment of the Purchase Price by the
method(s) check above (if by delivery of a check, then a copy of the check is
attached hereto as Exhibit 4).
3. COMPANY'S REPURCHASE OPTION FOR UNVESTED SHARES. The Company, or its
assignee, shall have the option to repurchase all or a portion of the
Participant's Unvested Shares (as defined in Section 3.2 below) on the terms and
conditions set forth in this Section (the "REPURCHASE OPTION") if Participant is
terminated for any reason, or no reason, including without limitation
Participant's death, Disability (as defined in the Plan), voluntary resignation
or termination by the Company with or without cause.
3.1 Termination and Termination Date. In case of any dispute as to
whether Participant has been terminated, the Compensation Committee shall have
sole discretion to determine whether Participant has been terminated and the
effective date of such termination (the "TERMINATION DATE").
3.2 Unvested and Vested Shares. Shares that are vested pursuant to
the schedule set forth in this Section 3.2 are "VESTED SHARES." Shares that are
not vested pursuant to the schedule set forth in this Section 3.2 are "UNVESTED
SHARES." Unvested Shares may not be sold or otherwise transferred by Participant
without the Company's prior written consent. On the Effective Date all of the
Shares will be Unvested Shares. If Participant has continuously been employed at
all times from the Effective Date until the first anniversary of the Effective
Date (the "FIRST VESTING DATE"), then on the First Vesting Date [_______] of the
Shares will become Vested Shares; and thereafter, if Participant has
continuously been employed at all times from the First Vesting Date until the
second anniversary of the Effective Date (the "SECOND VESTING DATE"), then on
the Second Vesting Date [_______] of the Shares will become Vested Shares. If
the application of the vesting percentage causes a fractional share, such share
shall be rounded
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down to the nearest whole share except for the last installment in such vesting
period, at the end of which the balance of Unvested Shares shall become Vested
Shares. No Shares will become Vested Shares after the Termination Date. The
number of Shares that are Vested Shares or Unvested Shares will be
proportionally adjusted for any stock split or similar change in the capital
structure of the Company as set forth in Section 2.2 of the Plan. Any new,
additional or different securities the Participant may become entitled to
receive with respect to Unvested 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 such Unvested Shares; and
Participant will have no right to retain such stock dividends or stock
distributions with respect to Unvested Shares that are repurchased at the
Repurchase Price (defined below).
3.3 Exercise of Repurchase Option. At any time within ninety (90)
days after the Termination Date, the Company, or its assignee(s), may elect to
repurchase any or all of the Participant's Unvested Shares by giving Participant
written notice of exercise of the Repurchase Option.
3.4 Calculation of Repurchase Price. The Company or its
assignee(s) shall have the option to repurchase from Participant (or from
Participant's personal representative as the case may be) the Participant's
Unvested Shares at the Participant's original Purchase Price Per Share (as
adjusted to reflect any stock split or similar change in the capital structure
of the Company as set forth in Section 2.2 of the Plan) (the "REPURCHASE
PRICE").
3.5 Payment of Repurchase Price. The Repurchase Price shall be
payable, at the option of the Company or its assignee(s), by check or by
cancellation of all or a portion of any outstanding purchase money indebtedness
owed by Participant to the Company, or such assignee, or by any combination
thereof. The Repurchase Price shall be paid without interest within sixty (60)
days after exercise of the Repurchase Option.
3.6 Right of Termination Unaffected. Nothing in this Agreement
shall be construed to limit or otherwise affect in any manner whatsoever the
right or power of the Company (or any Parent or Subsidiary of the Company) to
terminate Participant at any time for any reason or no reason, with or without
cause.
4. RESTRICTIONS ON TRANSFERS. Purchaser shall not transfer, assign,
▇▇▇▇▇ ▇ ▇▇▇▇ or security interest in, pledge, hypothecate, encumber or otherwise
dispose of any of the Shares that are subject to the Repurchase Option.
5. RIGHTS AS A STOCKHOLDER. Subject to the terms and conditions of this
Agreement, Participant will have all of the rights of a stockholder of the
Company with respect to the Shares from and after the date that Participant
delivers payment of the Purchase Price until such time as Participant disposes
of the Shares or the Company and/or its assignee(s) exercise(s) the Repurchase
Option. Upon an exercise of the Repurchase Option, Participant will have no
further rights as a holder of the Shares so purchased upon such exercise, other
than the right to receive payment for the Shares so purchased in accordance with
the provisions of this Agreement, and Participant will promptly surrender the
stock certificate(s) evidencing the Shares so purchased to the Company for
transfer or cancellation.
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6. ESCROW. As security for Participant's faithful performance of this
Agreement, Participant agrees, immediately upon receipt of the stock
certificate(s) evidencing the Shares, to deliver such certificate(s), together
with the Stock Powers executed by Participant and by Participant's spouse, if
any (with the date and number of Shares left blank), to the Secretary of the
Company or other designee of the Company (the "ESCROW HOLDER"), who is hereby
appointed to hold such certificate(s) and Stock Powers in escrow and to take all
such actions and to effectuate all such transfers and/or releases of such Shares
as are in accordance with the terms of this Agreement. Escrow Holder will act
solely for the Company as its agent and not as a fiduciary. Participant and the
Company agree that Escrow Holder will not be liable to any party to this
Agreement (or to any other party) for any actions or omissions unless Escrow
Holder is grossly negligent or intentionally fraudulent in carrying out the
duties of Escrow Holder under this Agreement. Escrow Holder may rely upon any
letter, notice or other document executed with any signature purported to be
genuine and may rely on the advice of counsel and obey any order of any court
with respect to the transactions contemplated by this Agreement. The Shares will
be released from escrow upon termination of the Repurchase Option.
7. RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.
7.1 Legends. Participant understands and agrees that the Company
will place the legends set forth below or similar legends on any stock
certificate(s) evidencing the Shares, together with any other legends that may
be required by state or federal securities laws, the Company's Certificate of
Incorporation or Bylaws, any other agreement between Participant and the Company
or any agreement between Participant and any third party:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER, INCLUDING THE RIGHT OF REPURCHASE HELD BY
THE ISSUER AND/OR ITS ASSIGNEE(S) AS SET FORTH IN A RESTRICTED STOCK
PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF
THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL
OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, INCLUDING THE
RIGHT OF REPURCHASE, ARE BINDING ON TRANSFEREES OF THESE SHARES.
7.2 Stop-Transfer Instructions. Participant agrees that, to ensure
compliance with the restrictions imposed by this Agreement, the Company may
issue appropriate "stop-transfer" instructions to its transfer agent, if any,
and if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.
7.3 Refusal to Transfer. The Company will not be required (i) to
transfer on its books any Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Agreement or (ii) to treat as owner
of such Shares, or to accord the right to vote or pay dividends to any
participant or other transferee to whom such Shares have been so transferred.
8. TAX CONSEQUENCES. PARTICIPANT UNDERSTANDS THAT PARTICIPANT MAY
SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF PARTICIPANT'S
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PURCHASE OR DISPOSITION OF THE SHARES. PARTICIPANT REPRESENTS (i) THAT
PARTICIPANT HAS CONSULTED WITH ANY TAX ADVISER THAT PARTICIPANT DEEMS ADVISABLE
IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE SHARES AND (ii) THAT
PARTICIPANT IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE. Participant hereby
acknowledges that Participant has been informed that, unless an election is
filed by the Participant with the Internal Revenue Service (and, if necessary,
the proper state taxing authorities) within 30 days of the purchase of the
Shares to be effective, electing pursuant to Section 83(b) of the Internal
Revenue Code (and similar state tax provisions, if applicable) to be taxed
currently on any difference between the Purchase Price of the Shares and their
Fair Market Value on the date of purchase, there will be a recognition of
taxable income to the Participant, measured by the excess, if any, of the Fair
Market Value of the Vested Shares, at the time they cease to be Unvested Shares,
over the Purchase Price for such Shares. Participant represents that Participant
has consulted any tax advisers Participant deems advisable in connection with
Participant's purchase of the Shares and the filing of the election under
Section 83(b) and similar tax provisions. A form of Election under Section 83(b)
is attached hereto as Exhibit 3 for reference. PARTICIPANT HEREBY ASSUMES ALL
RESPONSIBILITY FOR FILING SUCH ELECTION AND PAYING ANY TAXES RESULTING FROM SUCH
ELECTION OR FROM FAILURE TO FILE THE ELECTION AND PAYING TAXES RESULTING FROM
THE LAPSE OF THE REPURCHASE RESTRICTIONS ON THE UNVESTED SHARES.
9. COMPLIANCE WITH LAWS AND REGULATIONS. The issuance and transfer of
the Shares will be subject to and conditioned upon compliance by the Company and
Participant with all applicable state and federal laws and regulations and with
all applicable requirements of any stock exchange or automated quotation system
on which the Company's Common Stock may be listed or quoted at the time of such
issuance or transfer.
10. SUCCESSORS AND ASSIGNS. The Company may assign any of its rights
under this Agreement, including its rights to repurchase Shares under the
Repurchase Option. This Agreement shall be binding upon and inure to the benefit
of the successors and assigns of the Company. Subject to the restrictions on
transfer herein set forth, this Agreement will be binding upon Participant and
Participant's heirs, executors, administrators, legal representatives,
successors and assigns.
11. GOVERNING LAW; SEVERABILITY. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of California as
such laws are applied to agreements between California residents entered into
and to be performed entirely within California, excluding that body of laws
pertaining to conflict of laws. If any provision of this Agreement is determined
by a court of law to be illegal or unenforceable, then such provision will be
enforced to the maximum extent possible and the other provisions will remain
fully effective and enforceable.
12. NOTICES. Any notice required to be given or delivered to the Company
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
Participant shall be in writing and addressed to Participant at the address
indicated above or to such other address as Participant
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may designate in writing from time to time to the Company. All notices shall be
deemed effectively given upon personal delivery, (i) three (3) days after
deposit in the United States mail by certified or registered mail (return
receipt requested), (ii) one (1) business day after its deposit with any return
receipt express courier (prepaid), or (iii) one (1) business day after
transmission by rapifax or telecopier.
13. FURTHER INSTRUMENTS. The parties agree to execute such further
instruments and to take such further action as may be reasonably necessary to
carry out the purposes and intent of this Agreement.
14. HEADINGS. The captions and headings of this Agreement are included
for ease of reference only and will be disregarded in interpreting or construing
this Agreement.
15. ENTIRE AGREEMENT. The Plan and this Agreement, together with all its
Exhibits, constitute the entire agreement and understanding of the parties with
respect to the subject matter of this Agreement, and supersede all prior
understandings and agreements, whether oral or written, between the parties
hereto with respect to the specific subject matter hereof.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK, SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Company has caused this Agreement to be EXECUTED
IN TRIPLICATE by its duly authorized representative and Participant has executed
this Agreement in triplicate as of the Effective Date. THIS AGREEMENT, ALONG
WITH PAYMENT FOR THE SHARES BEING PURCHASED, MUST BE RECEIVED BY THE
REPRESENTATIVE OF THE COMPANY NAMED BELOW NO LATER THAN THE THIRTIETH DAY AFTER
THIS AGREEMENT WAS FIRST DELIVERED TO PARTICIPANT FOR EXECUTION.
SYMANTEC CORPORATION PARTICIPANT
By: _______________________________ _______________________________________
(Signature)
______________________________________ _______________________________________
(Please print name) (Please print name)
______________________________________
(Please print title)
Address: _____________________________ Address: ______________________________
______________________________________ _______________________________________
______________________________________ _______________________________________
Fax No.: _____________________________ Fax No.: ______________________________
Phone No. ____________________________ Phone No.: ____________________________
[SIGNATURE PAGE TO SYMANTEC CORPORATION. RESTRICTED STOCK PURCHASE AGREEMENT]
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LIST OF EXHIBITS
Exhibit 1: Stock Power and Assignment Separate from Stock Certificate
Exhibit 2: Spouse Consent
Exhibit 3: Election Under Section 83(b) of the Internal Revenue Code
Exhibit 4: Copy of Participant's Check
EXHIBIT 1
STOCK POWER AND ASSIGNMENT
SEPARATE FROM STOCK CERTIFICATE
STOCK POWER AND ASSIGNMENT
SEPARATE FROM STOCK CERTIFICATE
FOR VALUE RECEIVED and pursuant to that certain Restricted Stock Purchase
Agreement No. ___ [COMPLETE AT THE TIME OF EXERCISE] dated as of
__________________, ____, [COMPLETE AT THE TIME OF EXERCISE] (the "AGREEMENT"),
the undersigned hereby sells, assigns and transfers unto
___________________________, __________ shares of the Common Stock $0.01, par
value per share, of Symantec Corporation, a Delaware corporation (the
"COMPANY"), standing in the undersigned's name on the books of the Company
represented by Certificate No(s). ______ [COMPLETE AT THE TIME OF EXERCISE]
delivered herewith, and does hereby irrevocably constitute and appoint the
Secretary of the Company as the undersigned's attorney-in-fact, with full power
of substitution, to transfer said stock on the books of the Company. THIS
ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND ANY EXHIBITS
THERETO.
Dated: _________________, ___
PARTICIPANT
_______________________________________
(Signature)
_______________________________________
(Please Print Name)
_______________________________________
(Spouse's Signature, if any)
_______________________________________
(Please Print Spouse's Name)
INSTRUCTIONS TO PARTICIPANT: Please do not fill in any blanks other than the
signature line. The purpose of this Stock Power and Assignment is to enable the
Company and/or its assignee(s) to acquire the shares upon exercise of its
"Repurchase Option" set forth in the Agreement without requiring additional
signatures on the part of the Participant or Participant's Spouse, if any.
EXHIBIT 2
SPOUSE CONSENT
SPOUSE CONSENT
The undersigned spouse of ___________ (the "PARTICIPANT") has read,
understands, and hereby approves the Restricted Stock Purchase Agreement between
Participant and the Company (the "AGREEMENT"). In consideration of the Company's
granting my spouse the right to purchase the Shares as set forth in the
Agreement, the undersigned hereby agrees to be irrevocably bound by the
Agreement and further agrees that any community property interest shall
similarly be bound by the Agreement. The undersigned hereby appoints Participant
as my attorney-in-fact with respect to any amendment or exercise of any rights
under the Agreement.
Date: ________________________________ _______________________________________
Print Name of Participant's Spouse
______________________________________ _______________________________________
(Please print name) Signature of Participant's Spouse
______________________________________ Address: ______________________________
(Please print title) _______________________________________
_______________________________________
_______________________________________
[______] Participant, initial this box if you do not have a spouse.
EXHIBIT 3
ELECTION UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE
ELECTION UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE
The undersigned Taxpayer hereby elects, pursuant to Section 83(b) of the
Internal Revenue Code, as amended, to include in gross income for the Taxpayer's
current taxable year the excess, if any, of the fair market value of the
property described below at the time of transfer over the amount paid for such
property, as compensation for services.
1. TAXPAYER'S NAME:
TAXPAYER'S ADDRESS: ______________________________________________________
SOCIAL SECURITY NUMBER: __________________________________________________
2. The property with respect to which the election is made is described as
follows: _________________ shares of Common Stock of Symantec Corporation,
a Delaware corporation (the "COMPANY"), which is Taxpayer's employer or
the corporation for whom the Taxpayer performs services.
3. The date on which the shares were purchased was _________________, _____
and this election is made for calendar year ____.
4. The shares are subject to the following restrictions: The Company may
repurchase all or a portion of the shares at the Taxpayer's original
purchase price under certain conditions at the time of Taxpayer's
termination of employment or services.
5. The fair market value of the shares (without regard to restrictions other
than restrictions which by their terms will never lapse) was $____________
per share at the time of purchase.
6. The amount paid for such shares was $______________ per share.
7. The Taxpayer has submitted a copy of this statement to the Company.
THIS ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE ("IRS"), AT THE
OFFICE WHERE THE TAXPAYER FILES ANNUAL INCOME TAX RETURNS, WITHIN 30 DAYS AFTER
THE DATE OF TRANSFER OF THE PROPERTY, AND MUST ALSO BE FILED WITH THE TAXPAYER'S
INCOME TAX RETURNS FOR THE CALENDAR YEAR. THE ELECTION CANNOT BE REVOKED WITHOUT
THE CONSENT OF THE IRS.
Dated: ________________, ______ _______________________________________
Taxpayer's Signature
EXHIBIT 4
COPY OF PARTICIPANT'S CHECK