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EXHIBIT 10.01
Symantec Corporation
1999 Acquisition Plan
Stock Option Agreement
With Acceleration
NO.____
SYMANTEC CORPORATION
1999 ACQUISITION PLAN
STOCK OPTION AGREEMENT
This Stock Option Agreement (this "AGREEMENT") is made and entered into by
and between Symantec Corporation, a Delaware corporation (the "COMPANY"), and
the participant named below ("PARTICIPANT"). This Agreement shall be effective
upon the consummation of the transaction pursuant to the Stock Purchase
Agreement dated as of July 20, 1999 (the "DATE OF GRANT") by and between the
Company, Unified Research Laboratories, Inc., a Virginia corporation, and all of
the security holders of Unified Research Laboratories, Inc. Capitalized terms
not defined herein shall have the meaning ascribed to them in the Company's 1999
Acquisition Plan (the "PLAN").
PARTICIPANT: Gary P. Warren
SOCIAL SECURITY NUMBER:
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PARTICIPANT'S ADDRESS:
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TOTAL OPTION SHARES: 120,000
EXERCISE PRICE PER SHARE: Fair Market Value of Symantec's Common Stock at the
close of market on the Date of Grant
DATE OF GRANT: See Above
FIRST VESTING DATE: One year from the Date of Grant
EXPIRATION DATE: Ten years after Date of Grant
1. GRANT OF OPTION. The Company hereby grants to Participant a
nonqualified stock option (this "OPTION") to purchase up to the total number of
shares of Common Stock of the Company set forth above (collectively, the
"SHARES") at the Exercise Price Per Share set forth above (the "EXERCISE
PRICE"), subject to all of the terms and conditions of this Agreement and the
Plan.
2. VESTING; EXERCISE PERIOD.
2.1 Vesting of Right to Exercise Option. This Option shall become
exercisable as to portions of the Shares as follows: (a) this Option shall not
be exercisable with respect to any of the Shares until one year after the Date
of Grant (the "FIRST VESTING DATE"); (b) if Participant has continuously
provided services to the Company or any Subsidiary, Parent or Affiliate of the
Company from the Date of Grant through the First Vesting Date and has not been
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Terminated on or before the First Vesting Date, then on the First Vesting Date
this Option shall become vested and exercisable as to 25% of the Shares; and (c)
thereafter, so long as Participant continuously provides services to the Company
or any Subsidiary, Parent or Affiliate of the Company and is not Terminated, at
the end of each full succeeding month the Option will become vested and
exercisable as to 2.08333% of the Shares until the Shares are vested with
respect to 100% of the Shares.
2.2 Expiration. This Option shall expire on the Expiration Date set
forth above and must be exercised, if at all, on or before the earlier of the
Expiration Date or the date on which this Option is earlier terminated in
accordance with the provisions of Section 3.
3. TERMINATION.
3.1 Termination by the Company without Cause. If Participant is
Terminated by the Company without Cause (as defined below) other than by
Participant's death or Disability, this Option shall become vested and
exercisable as to 100% of the Shares by Participant on the date of such
Termination and may be exercised by Participant no later than three (3) months
after the date of such Termination, but in any event no later than the
Expiration Date.
3.2 Termination Because of Death or Disability. If Participant is
Terminated because of death or Disability of Participant, then this Option, to
the extent that it is exercisable by Participant on the Termination Date, may be
exercised by Participant (or Participant's legal representative) no later than
twelve (12) months after the Termination Date, but in any event no later than
the Expiration Date.
3.3 Termination by the Company for Cause. If the Participant is
Terminated for Cause, then this Option, to the extent (and only to the extent)
that it would have been exercisable by Participant on the date of Termination,
may be exercised by Participant no later than three (3) months after the date of
Termination, but in any event no later than the Expiration Date. For purposes of
this Agreement, "CAUSE" means Termination because of (i) any willful, material
violation by the Participant of any law or regulation applicable to the business
of the Company or a Parent or Subsidiary of the Company, the Participant's
conviction for, or guilty plea to, a felony or a crime involving moral
turpitude, or any willful perpetration by the Participant of a common law fraud,
(ii) the Participant's commission of an act of personal dishonesty which
involves personal profit in connection with the Company or any other entity
having a business relationship with the Company, (iii) the willful and continued
failure or refusal of the Participant to perform the material duties required of
such Participant as an employee, officer or consultant of the Company or a
Parent or Subsidiary of the Company, other than as a result of having a
Disability, or a breach of any applicable invention assignment agreement or a
material breach of a confidentiality agreement or similar agreement between the
Company or a Parent or Subsidiary of the Company and the Participant, (iv)
Participant's disregard of the policies of the Company or any Parent or
Subsidiary of the Company so as to cause material loss, damage or injury to the
property, reputation or employees of the Company or a Parent or Subsidiary of
the Company, or (v) any other misconduct by the Participant which is materially
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injurious to the financial condition or business reputation of, or is otherwise
materially injurious to, the Company or a Parent or Subsidiary of the Company.
3.4 No Obligation to Employ. Nothing in the Plan or this Agreement
shall confer on Participant any right to continue in the employ of, or 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 Participant's employment or other
relationship at any time, with or without cause.
4. MANNER OF EXERCISE.
4.1 Stock Option Exercise Agreement. To exercise this Option,
Participant (or in the case of exercise after Participant's death, Participant's
executor, administrator, heir or legatee, as the case may be) must deliver to
the Company an executed stock option exercise agreement in the form attached
hereto as Exhibit A, or in such other form as may be approved by the Company
from time to time (the "EXERCISE AGREEMENT"), which shall set forth, inter alia,
Participant's election to exercise this Option, the number of Shares being
purchased, any restrictions imposed on the Shares and any representations,
warranties and agreements regarding Participant's investment intent and access
to information as may be required by the Company to comply with applicable
securities laws. If someone other than Participant exercises this Option, then
such person must submit documentation reasonably acceptable to the Company that
such person has the right to exercise this Option.
4.2 Limitations on Exercise. This Option may not be exercised unless
such exercise is in compliance with all applicable federal and state securities
laws, as they are in effect on the date of exercise.
4.3 Payment. The Exercise Agreement shall be accompanied by full
payment of the Exercise Price for the Shares being purchased in cash (by check),
or where permitted by law:
(a) by cancellation of indebtedness of the Company to the
Participant;
(b) by surrender of shares of the Company's Common Stock 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
open public market; and (3) are clear of all liens, claims, encumbrances or
security interests;
(c) by waiver of compensation due or accrued to Participant for
services rendered;
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(d) provided that a public market for the Company's stock
exists: (1) through a "same day sale" commitment from Participant and a
broker-dealer that is a member of the National Association of Securities Dealers
(an "NASD DEALER") whereby Participant irrevocably elects to exercise this
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 (2) through a
"margin" commitment -- from Participant and a NASD Dealer whereby Participant
irrevocably elects to exercise this Option and to pledge the Shares so purchased
to the NASD Dealer in a margin account as security for a loan from the NASD
Dealer in the amount of 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
(e) by any combination of the foregoing where approved by the
Committee, or its designee, in its sole discretion.
4.4 Tax Withholding. Prior to the issuance of the Shares upon
exercise of this Option, Participant must pay or provide for any applicable
federal or state withholding obligations of the Company.
4.5 Issuance of Shares. Provided that the Exercise Agreement and
payment are in form and substance satisfactory to counsel for the Company, the
Company shall issue the Shares registered in the name of Participant,
Participant's authorized assignee, or Participant's legal representative, and
shall deliver certificates representing the Shares with the appropriate legends
affixed thereto.
5. COMPLIANCE WITH LAWS AND REGULATIONS. The exercise of this Option and
the issuance and transfer of Shares shall be subject to compliance by the
Company and Participant with all applicable requirements of federal and state
securities laws and with all applicable requirements of any stock exchange on
which the Company's Common Stock may be listed at the time of such issuance or
transfer. Participant understands that the Company is under no obligation to
register or qualify the Shares with the Securities and Exchange Commission, any
state securities commission or any stock exchange to effect such compliance.
6. NONTRANSFERABILITY OF OPTION. This Option may not be transferred in
any manner other than by will or by the laws of descent and distribution or as
determined by the Committee, in its sole discretion, within the limits permitted
under the Form S-8 Registration Statement relating to Shares thereto and set
forth in the Stock Option Agreement. The terms of this Option shall be binding
upon the executors, administrators, successors and assigns of Participant.
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7. TAX CONSEQUENCES. Set forth below is a brief summary as of the Date of
Grant of some of the federal and California tax consequences of exercise of this
Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE,
AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. PARTICIPANT SHOULD
CONSULT A TAX ADVISOR BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES.
7.1 Exercise of Nonqualified Stock Option. There may be a regular
federal and California income tax liability upon the exercise of this Option.
Participant will be treated as having received compensation income (taxable at
ordinary income tax rates) equal to the excess, if any, of the fair market value
of the Shares on the date of exercise over the Exercise Price. The Company will
be required to withhold from Participant's compensation or collect from
Participant and pay to the applicable taxing authorities an amount equal to a
percentage of this compensation income at the time of exercise.
7.2 Disposition of Shares. If the Shares are held for more than
twelve (12) months after the date of the transfer of the Shares pursuant to the
exercise of a nonqualified stock option, any gain realized on disposition of the
Shares will be treated as capital gain.
8. PRIVILEGES OF STOCK OWNERSHIP. Participant shall not have any of the
rights of a shareholder with respect to any Shares until Participant exercises
this Option and pays the Exercise Price.
9. INTERPRETATION. Any dispute regarding the interpretation of this
Agreement shall be submitted by Participant or the Company to the Committee for
review. The resolution of such a dispute by the Committee shall be final and
binding on the Company and Participant.
10. ENTIRE AGREEMENT. The Plan is incorporated herein by reference. This
Agreement and the Plan and the Exercise Agreement constitute the entire
agreement and understanding of the parties hereto with respect to the subject
matter hereof and supersede all prior understandings and agreements with respect
to such subject matter.
11. NOTICES. Any notice required to be given or delivered to the Company
under the terms of this Agreement 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 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 (3) days after deposit in the United States mail by certified or
registered mail (return receipt requested); one (1) business day after deposit
with any return receipt express courier (prepaid); or one (1) business day after
transmission by rapifax or telecopier.
12. SUCCESSORS AND ASSIGNS. The Company may assign any of its rights under
this Agreement. This Agreement shall be binding upon and inure to the benefit of
the successors
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and assigns of the Company. Subject to the restrictions on transfer set forth
herein, this Agreement shall be binding upon Participant and Participant's
heirs, executors, administrators, legal representatives, successors and assigns.
13. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of California, without regard to
that body of law pertaining to choice of law or conflict of law. 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.
14. ACCEPTANCE. Participant hereby acknowledges receipt of a copy of the
Plan and this Agreement. Participant has read and understands the terms and
provisions thereof, and accepts this Option subject to all the terms and
conditions of the Plan and this Agreement. Participant acknowledges that there
may be adverse tax consequences upon exercise of this Option or disposition of
the Shares and that the Company has advised Participant to consult a tax advisor
prior to such exercise or disposition.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in
duplicate by its duly authorized representative and Participant has executed
this Agreement in duplicate as of the Date of Grant.
SYMANTEC CORPORATION PARTICIPANT
By:
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(Signature)
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(Please print name) (Please print name)
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(Please print title)
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