SYMANTEC CORP
EXHIBIT 10.05
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<TYPE>EX-10.05
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<DESCRIPTION>EXHIBIT 10.05
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;10.05</B>
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<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SYMANTEC EXECUTIVE RETENTION PLAN</B>
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">This Executive Retention Plan (the &#147;Plan&#148;) applies to two groups of beneficiaries: (i)&nbsp;the Chief
Executive Officer (&#147;CEO&#148;), President, and other executive officers of Symantec Corporation (the
&#147;Company&#148;) who are designated as Section 16(b) officers or are otherwise designated as &#147;Group 1&#148;
beneficiaries by the Company&#146;s Compensation Committee; and (ii)&nbsp;any other employees who are
designated as &#147;Group 2&#148; beneficiaries by the Company&#146;s Compensation Committee, based on
recommendations made by the CEO (the Group 1 and Group 2 beneficiaries are collectively defined as
the &#147;Designated Beneficiaries&#148;).
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<DIV align="left" style="font-size: 10pt; margin-top: 12pt">1. Acceleration of Equity Compensation Awards.
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">If the employment of a Group 1 beneficiary is terminated other than for Cause, or if the Group 1
beneficiary resigns following a Constructive Termination, in either case within 12&nbsp;months after a
Change in Control, all Equity Compensation Awards granted by the Company to such Group 1
beneficiary shall become fully vested and, if applicable, exercisable. Acceleration of vesting will
not occur if there is no Change in Control within 12&nbsp;months prior to such termination or
Constructive Termination.
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">If the employment of a Group 2 beneficiary is terminated other than for Cause within 12&nbsp;months
after a Change in Control, all Equity Compensation Awards granted by the Company to such Group 2
beneficiary shall become fully vested and, if applicable, exercisable. Acceleration of vesting will
not occur if there is no Change in Control within 12&nbsp;months prior to such termination.
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<DIV align="left" style="font-size: 10pt; margin-top: 12pt">2. Definitions.
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Unless defined elsewhere herein, for purposes of the Plan, the following shall have the meaning as
set forth below:
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;Cause&#148; means (i)&nbsp;gross negligence or willful misconduct in the performance of duties to the
Company (other than as a result of a disability) that has resulted or is likely to result in
substantial and material damage to the Company, after a demand for substantial performance is
delivered by the Company which specifically identifies the manner in which it believes the
Designated Beneficiary has not substantially performed his/her duties and provides the Designated
Beneficiary with a reasonable opportunity to cure any alleged gross negligence or willful
misconduct; (ii)&nbsp;commission of any act of fraud with respect to the Company or its affiliates; or
(iii)&nbsp;conviction of a felony or a crime involving moral turpitude causing material harm to the
business and affairs of the Company. No act or failure to act by the Designated Beneficiary shall
be considered &#147;willful&#148; if done or omitted by the Designated Beneficiary in good faith with
reasonable belief that such action or omission was in the best interest of the Company.
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;Change in Control&#148; means (i)&nbsp;any person or entity becoming the beneficial owner, directly or
indirectly, of securities of the Company representing forty (40%) percent of the total voting power
of all its then outstanding voting securities, (ii)&nbsp;a merger or consolidation of the Company in
which its voting securities immediately prior to the merger or consolidation do not represent, or
are not converted into securities that represent, a majority of the voting power of all voting
securities of the surviving entity immediately after the merger or consolidation, (iii)&nbsp;a sale of
substantially all of the assets of the Company or a liquidation or dissolution of the Company, or
(iv)&nbsp;individuals who, as of the date of adoption of this Plan, constitute the Board of Directors (the &#147;Incumbent Board&#148;) cease
for any reason to constitute at least a majority of such Board; provided that any individual who
becomes a director of the Company subsequent to the date of adoption of this Plan, whose election,
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">or nomination for election by the Company stockholders, was approved by the vote of at least a
majority of the directors then in office shall be deemed a member of the Incumbent Board.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;Constructive Termination&#148; means the occurrence of any of the following conditions without a Group
1 beneficiary&#146;s written consent, which condition remains in effect for ten (10)&nbsp;days after written
notice to the Company from such Group 1 beneficiary of such condition:
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(a)&nbsp;a decrease in the Group 1 beneficiary&#146;s base salary or target bonus, or a substantial reduction
of other compensation and benefits, from that in effect immediately prior to the Change in Control;
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(b)&nbsp;the relocation of a Group 1 beneficiary&#146;s work place for the Company to a location more than 25
miles from the location of such Group 1 beneficiary&#146;s work place prior to the Change in Control;
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(c)&nbsp;the assignment of responsibilities and duties that are not the Substantive Functional
Equivalent of the position which the Group 1 beneficiary occupied immediately preceding the Change
in Control; or
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(d)&nbsp;any material breach by the Company of the terms of this Plan which is not cured within 10
days of written notice.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;Equity Compensation Award&#148; shall mean any award of stock options, restricted stock, restricted
stock units, stock appreciation rights or such other equity compensation award held by a Designated
Beneficiary granted under an equity compensation plan of the Company, including, without
limitation, the Company&#146;s 1996 Equity Incentive Plan, its 2004 Equity Incentive Plan and any equity
compensation award assumed by the Company in prior acquisitions.
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&#147;Substantive Functional Equivalent&#148; means an employment position occupied by a Group 1 beneficiary
after the Change in Control that:
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(a)&nbsp;is in a substantive area of competence (such as, accounting; engineering management; executive
management; finance; human resources; marketing, sales and service; operations and manufacturing;
etc.) that is consistent with such Group 1 beneficiary&#146;s experience;
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(b)&nbsp;requires a Group 1 beneficiary to serve in a role and perform duties that are functionally
equivalent to those performed by the Group 1 beneficiary prior to the Change in Control,
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">(c)&nbsp;does not otherwise constitute a material, adverse change in the Group 1 beneficiary&#146;s
responsibilities or duties, as measured against the Group 1 beneficiary&#146;s responsibilities or
duties prior to the Change in Control, in each case, causing it to be of materially lesser rank or
responsibility.
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Notwithstanding the foregoing, any change in role, responsibilities or duties that is solely
attributable to the change in the Company&#146;s status from that of an independent company to that of a
subsidiary of the newly controlling entity shall not constitute a change in role, responsibilities
or duties for purposes of claims (b)&nbsp;or (c)&nbsp;above.
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<DIV align="left" style="font-size: 10pt; margin-top: 12pt">3. Adjustment of Excess Parachute Payments to a Designated Beneficiary.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">If (1)&nbsp;benefits that accrue to a Designated Beneficiary under this Plan are characterized as excess
parachute payments pursuant to Section&nbsp;4999 of the Internal Revenue Code of 1986, as amended (the
&#147;Code&#148;), and (2)&nbsp;the Designated Beneficiary thereby would be subject to any United States federal
excise tax due to that characterization, then (3)&nbsp;the Designated Beneficiary may elect, in the
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Designated Beneficiary&#146;s sole discretion, to reduce the benefits that accrue under this Agreement
or to have any portion of an applicable Equity Compensation Award not vest in order to avoid any
&#147;excess parachute payment&#148; under Section&nbsp;28OG(b)(1) of the Code.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt">4. No Employment Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">This Plan does not obligate the Company to continue to employ a Designated Beneficiary for any
specific period of time, or in any specific role or geographic location. Subject to the terms of
any applicable written employment agreement between Company and a Designated Beneficiary, the
Company may assign a Designated Beneficiary to other duties, and either the Company or Designated
Beneficiary may terminate Designated Beneficiary&#146;s employment at any time for any reason.
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<DIV align="left" style="font-size: 10pt; margin-top: 12pt">5. Release of Claims.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Company may condition the benefits described provided under this Plan upon the delivery by the
Designated Beneficiary of a signed release of claims in a form reasonably satisfactory to the
Company.
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<DIV align="left" style="font-size: 10pt; margin-top: 12pt">6. Deductions and Withholding.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Company may withhold or require payment of all federal, state, and/or local taxes which the
Company determines are required to be withheld in accordance with applicable statutes and/or
regulations from time to time in effect.
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<DIV align="left" style="font-size: 10pt; margin-top: 12pt">7. Governing Law.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">This Plan shall be subject to, and governed by, the laws of the State of California applicable to
agreements made and to be performed entirely therein.
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<DIV align="left" style="font-size: 10pt; margin-top: 12pt">8. Amendment or Termination.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">This Plan may be amended or terminated by the Board of Directors prior to a Change in Control.
Notwithstanding the foregoing, no amendment or termination of this Plan shall reduce any Designated
Beneficiary&#146;s rights or benefits that have accrued and become payable under this Plan before such
amendment or termination.
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