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SCHEDULE 14A
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SCHEDULE 14A INFORMATION
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EXCHANGE ACT OF 1934
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Symantec Corporation
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(Name of Registrant as Specified In Its Charter)
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[On Symantec Letterhead]
September 27, 2000
[Name and Address of Stockholder
appear here]
Dear [Stockholder]:
As you know, in connection with our annual meeting of stockholders, we
have requested that our stockholders approve an amendment to our 1996 Equity
Incentive Plan (the "Plan"). After discussion with some of our stockholders,
we learned that many of those stockholders would prefer that we commit not
to reprice options granted to our employees without first obtaining
stockholder approval.
Based on that information, we have determined that if we are able to
obtain approval of the outstanding proposal to increase the number of shares
available under the Plan, we will not reprice options issued under any of
the corporation's existing stock option plans by lowering the option
exercise price of a previously granted award, by canceling outstanding
options and issuing replacements, or by otherwise replacing existing options
with substitute options with lower exercise prices, unless we first receive
the approval of the company's stockholders. If we are able to obtain
approval of the outstanding proposal to increase the number of shares
available under the Plan, the Plan will be amended at our next Board of
Directors meeting to reflect this commitment.
We believe that the level of dilution reflected by our current practices
and the requested increase in shares available under the Plan are
appropriate in the highly competitive business environment for our company.
Symantec recently collected information related to how much dilution
comparable companies incur in connection with their employee equity
compensation programs. Our principle sources of information were iQuantic
and Mercer; iQuantic and Mercer are well-known, independent professional
research organizations. The information provided by them indicates that
software and other high technology companies in general have a greater level
of dilution from employee equity plans than Symantec. We also have anecdotal
evidence that our current level of equity grants has resulted in the loss of
key employees, and in a greater difficulty in hiring new employees into key
positions.
While we do not wish to increase dilution of non-employee stockholders,
we believe that the future success of the company depends on our ability to
attract and retain key employees. We also believe that our proposal to
increase the number of shares available under the Plan is critical to our
ability to attract and retain those key employees.
Sincerely,
/s/ Art Courville
Art Courville
Vice President and General Counsel
