Symantec Corporation Deferred Compensation Plan

Page

1

7

7

7

9

9

9

12

12

12

13

13

13

14

14

14

15

15

15

16

16

16

17

17

17

17

17

17

17

Page

17

17

18

18

18

18

18

18

18

19

19

19

19

19

20

20

20

20

20

20

20

21

21

21

21

21

21

21

21

22

22

23

23

Page

23

23

23

23

23

24

24

24

24

24

24

25

25

25

25

25

25

25

25

26

26

26

26

28

1.1

“Account Balance” shall mean, with respect to a Participant, an entry on the records of the Employer equal to the sum of the Participant’s Annual Accounts. The Account Balance shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan. The Account Balance shall segregate the Grandfathered Accounts from the deferrals made after December 31, 2004, for bookkeeping purposes, and the portion of the Account Balance attributable to Grandfathered Accounts shall be distributed in accordance with the terms of the Frozen Plan.

1.2

“Annual Account” shall mean, with respect to a Participant, an entry on the records of the Employer equal to the sum of (a)  the Participant’s Annual Deferral Amount, if any, for any one Plan Year, plus (b) amounts credited or debited to such amounts pursuant to this Plan, less (c) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Annual Account for such Plan Year. The Annual Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.

1.3

“Annual Deferral Amount” shall mean that portion of a Participant’s Base Salary, Bonus and Commissions that a Participant defers in accordance with Article 3 for any one Plan Year, without regard to whether such amounts are withheld and credited during such Plan Year.

1.4

“Annual Installment Method” shall mean the method used to determine the amount of each payment due to a Participant who has elected to receive a benefit over a period of years in accordance with the applicable provisions of the Plan. The amount of each annual payment due

to the Participant shall be calculated by multiplying the balance of the Participant’s benefit by a fraction, the numerator of which is one and the denominator of which is the remaining number of annual payments due to the Participant. The amount of the first annual payment shall be calculated as of the close of business on or around the Participant’s Benefit Distribution Date, and the amount of each subsequent annual payment shall be calculated on or around each anniversary of such Benefit Distribution Date. For purposes of this Plan, the right to receive a benefit payment in annual installments shall be treated as the entitlement to a single payment.

1.5

“Base Salary” shall mean the annual cash compensation relating to services performed during any calendar year, including wages, overtime, bonuses, commissions, tips and other compensation reported on Form W-2, excluding stock options, relocation expenses, incentive payments, non-monetary awards, fringe benefits and allowances that are paid to a Participant for employment services rendered (whether or not such allowances are included in the Employee’s gross income), and that are treated by the Employer as Base Salary for purposes of the Plan. Base Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or nonqualified plans of the Employer and shall be calculated to include amounts not otherwise included in the Participant’s gross income under Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by the Employer; provided, however, that all such amounts will be included in compensation only to the extent that had there been no such plan, the amount would have been payable in cash to the Employee.

1.6

“Beneficiary” shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 10, that are entitled to receive benefits under this Plan upon the death of a Participant.

1.7

“Beneficiary Designation Form” shall mean the form established from time to time by the Committee, which may be electronic in format, that a Participant completes, signs and returns to the Committee to designate one or more Beneficiaries.

1.8

“Benefit Distribution Date” shall mean the date upon which all or an objectively determinable portion of a Participant’s vested benefits will become eligible for distribution. Except as otherwise provided in the Plan, a Participant’s Benefit Distribution Date shall be determined based on the earliest to occur of an event or scheduled date set forth in Articles 4 through 9, as applicable.

1.9

“Board” shall mean the board of directors of the Company.

1.10

“Bonus” shall mean any compensation, annual or long-term incentive amounts, or variable pay, in addition to Base Salary and Commissions, earned by a Participant under the Employer’s annual bonus, variable pay and/or cash incentive plans.

1.11

“Change in Control” shall mean the occurrence of a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Company, as determined in accordance with this Section.

In determining whether an event shall be considered a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Company, the following provisions shall apply:

(i)

The date on which any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 30% or more of the total voting power of the stock of the Company, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vi). If a person or group is considered to possess 30% or more of the total voting power of the stock of the Company, and such person or group acquires additional stock of the Company, the acquisition of additional stock by such person or group shall not be considered to cause a “change in the effective control” of the Company; or

(ii)

The date on which a majority of the members of the Company’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s board of directors before the date of the appointment or election, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vi). In determining whether the event described in the preceding sentence has occurred, the applicable corporation to which the event must relate shall only include a corporation identified in accordance with Treas. Reg. §1.409A-3(i)(5)(ii) for which no other corporation is a majority shareholder.

1.12

“Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.

1.13

“Commissions” shall mean the cash commissions earned by a Participant during a Plan Year or the Employer’s Fiscal Year, as determined in accordance with Code Section 409A and related Treasury Regulations.

1.14

“Committee” shall mean the committee described in Article 13.

1.15

“Company” shall mean Symantec Corporation, a Delaware corporation, and any successor to all or substantially all of the Company’s assets or business.

1.16

“Director” shall mean any member of the board of directors of any Employer.

1.17

“Disability” or “Disabled” shall mean that a Participant is either (a) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Employer. For purposes of this Plan, a Participant shall be deemed Disabled if determined to be totally disabled by the Social Security Administration. A Participant shall also be deemed Disabled if determined to be disabled in accordance with the applicable disability insurance program of the Employer, provided that the definition of “disability” applied under such disability insurance program complies with the requirements of this Section.

1.18

“Election Form” shall mean the form established from time to time by the Committee that a Participant completes, signs, transmits, authorizes and returns to the Committee, which may be in electronic format, to make an election under the Plan and shall evidence the terms of the Plan. Unless otherwise provided in this Plan herein or determined by the Committee, the most recent Election Form accepted with respect to a Participant shall supersede any prior Election Forms for such Participant with respect to future deferrals.

1.19

“Employee” shall mean a person who is an employee of an Employer.

1.20

“Employer” shall mean the Company and/or any of its subsidiaries that have been selected by the Board to participate in the Plan and have adopted the Plan as a sponsor. For purposes of determining whether a Participant has experienced a Separation from Service, “Employer” shall be defined consistent with Treas. Reg. § 1.409A-1(h)(3).

1.21

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

1.22

“Fiscal Year” shall mean the fiscal year of the Company, as may be changed from time to time.

1.23

“Grandfathered Account(s)” shall mean amounts deferred (including earnings thereon) that were earned and vested prior to January 1, 2005 and that are not intended to be subject to Code Section 409A in accordance with Treas. Reg. § 1.409A-6(a)(2). Such amounts are accounted for separate and apart from a Participant’s Account Balance and are governed by the terms of the Frozen Plan.

1.24

“401(k) Plan” shall mean a plan qualified under Code Section 401(a) that contains a cash or deferral arrangement described in Code Section 401(k), adopted by the Employer, as it may be amended from time to time, or any successor thereto.

1.25

“Participant” shall mean any Employee (a) who is eligible to participate in the Plan, and (b) whose executed Election Form and Beneficiary Designation Form are accepted by the Committee.

1.26

“Performance-Based Compensation” shall mean compensation the entitlement to or amount of which is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least 12 consecutive months, as determined by the Committee in accordance with Treas. Reg. §1.409A-1(e).

1.27

“Plan” shall mean the Symantec Corporation Deferred Compensation Plan, which shall govern amounts deferred on or after January 1, 2005, and which, as restated and amended as of January 1, 2008, is evidenced by this instrument, as it may be amended from time to time, and by any other documents that together with this instrument define a Participant’s rights to amounts credited to his or her Account Balance.

1.28

“Plan Year” shall mean a period beginning on January 1 of each calendar year and continuing through December 31 of such calendar year.

1.29

“Retirement,” “Retire(s)” or “Retired” shall mean a Separation from Service on or after the attainment of age 65.

1.30

“Separation from Service” shall mean a termination of services provided by a Participant to the Employer, whether voluntarily or involuntarily, other than by reason of death or Disability, as determined by the Committee in accordance with Treas. Reg. §1.409A-1(h). In determining whether a Participant has experienced a Separation from Service, the following provisions shall apply:

other bona fide leave of absence exceeds 6 months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship shall be considered to be terminated for purposes of this Plan as of the first day immediately following the end of such 6-month period. In applying the provisions of this paragraph, a leave of absence shall be considered a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Employer.

(b)

For a Participant who provides services to the Employer as an independent contractor, except as otherwise provided in part (c) of this Section, a Separation from Service shall occur upon the expiration of the contract (or in the case of more than one contract, all contracts) under which services are performed for the Employer, provided that the expiration of such contract(s) is determined by the Committee to constitute a good-faith and complete termination of the contractual relationship between the Participant and the Employer.

(c)

For a Participant who provides services to the Employer as both an Employee and an independent contractor , a Separation from Service generally shall not occur until the Participant has ceased providing services for the Employer as both as an Employee and as an independent contractor, as determined in accordance with the provisions set forth in parts (a) and (b) of this Section, respectively. Similarly, if a Participant either (i) ceases providing services for the Employer as an independent contractor and begins providing services for the Employer as an Employee, or (ii) ceases providing services for the Employer as an Employee and begins providing services for the Employer as an independent contractor, the Participant will not be considered to have experienced a Separation from Service until the Participant has ceased providing services for the Employer in both capacities, as determined in accordance with the applicable provisions set forth in parts (a) and (b) of this Section.

Notwithstanding the foregoing provisions in this part (c), if a Participant provides services for the Employer as both an Employee and as a Director, to the extent permitted by Treas. Reg. §1.409A-1(h)(5) the services provided by such Participant as a Director shall not be taken into account in determining whether the Participant has experienced a Separation from Service as an Employee.

(a)

The Committee’s identification of the individuals who fall within the definition of “key employee” under Code Section 416(i) (without regard to paragraph (5) thereof) shall be based upon the 12-month period ending on each December 31 ^st (referred to below as the “identification date”). In applying the applicable provisions of Code Section 416(i) to identify such individuals, “compensation” shall be determined in accordance with Treas. Reg. §1.415(c)-2(a) without regard to (i) any safe harbor provided in Treas. Reg. §1.415(c)-2(d), (ii) any of the elective special timing rules provided in Treas. Reg.

§1.415(c)-2(e), and (iii) any of the elective special rules provided in Treas. Reg. §1.415(c)-2(g); and

(b)

Each Participant who is among the individuals identified as a “key employee” in accordance with part (a) of this Section shall be treated as a Specified Employee for purposes of this Plan if such Participant experiences a Separation from Service during the 12-month period that begins on the April 1 ^st following the applicable identification date.

2.1

Selection by Committee . Participation in the Plan shall be limited to a select group of management or highly compensated Employees. From that group, the Committee shall select, in its sole discretion, those individuals who may actually participate in this Plan.

2.2

Enrollment and Eligibility Requirements; Commencement of Participation .

participate in the Plan unless specifically permitted by the Committee. To the extent the Committee, in its sole discretion, revises the eligibility criteria, it shall notify Employees in writing.

(c)

If an Employee fails to meet all requirements established by the Committee within the period required, that Employee shall not be eligible to participate in the Plan during such Plan Year.

3.1

Maximum Deferral

Maximum Deferral

Deferral

Percentage

75%

Bonus

100%

Commissions

100%

(b)

2005 Deferral Amount . For the 2005 Plan Year, a Participant was able to elect to defer, as his or her Annual Deferral Amount, 50% of Base Salary, Bonus and/or Commissions.

(c)

Mid-Year Initial Deferral Amount . Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year, then to the extent required by Section 3.2 and Code Section 409A and related Treasury Regulations, the maximum amount of the Participant’s Base Salary, Bonus or Commissions that may be deferred by the Participant for the Plan Year shall be determined by applying the percentages set forth in Section 3.1(a) to the portion of such compensation attributable to services performed after the date that the Participant’s deferral election is made.

(a)

General Timing Rule for Deferral Elections . Except as otherwise provided in this Section 3.2, in order for a Participant to make a valid election to defer Base Salary, Bonus and/or Commissions, the Participant must submit an Election Form on or before the deadline established by the Committee, which in no event shall be later than the December 31 ^st preceding the Plan Year in which such compensation will be earned.

Any deferral election made in accordance with this Section 3.2(a) shall be irrevocable as of the December 31 ^st preceding the Plan Year in which such Base Salary, Bonus and/or Commissions are earned.

Any deferral election for Bonus and/or Commissions that qualifies as Fiscal Year Compensation made in accordance with this Section 3.2(a) shall be irrevocable; provided, however, that the Committee may permit a Participant to make an irrevocable deferral election for an amount that qualifies as Fiscal Year Compensation, as described in Section 3.2(c) below, until no later than the last day of the Employer’s immediately preceding Fiscal Year.

the preceding paragraph, which in no event shall be later than the last day of the immediately preceding Fiscal Year.

A deferral election made in accordance with this Section 3.2(c) shall be irrevocable; provided, however, that if the Committee permits or requires Participants to make a deferral election by the deadline described in this Section 3.2(c) for an amount that qualifies as Performance-Based Compensation, the Committee may permit a Participant to subsequently change his or her deferral election for such compensation by submitting a new Election Form in accordance with 3.2(d) below.