Autodesk 2008 Annual Report Download - page 28

Nontransferability. An Option granted under the Plan is nontransferable by the holder other than by will or
the laws of descent and distribution and is exercisable during the director’s lifetime only by the director, or in the
event of the director’s death, by the director’s estate or by a person who acquires the right to exercise the Option
by bequest or inheritance.
No Repricing. The Plan prohibits repricing of Options, including by way of an exchange for another Award,
cash or a combination thereof, unless stockholder approval is obtained.
Restricted Stock Awards. The Plan requires that a director receive no less than 50 percent, and at the option
of the director up to 100 percent, of a director’s annual retainer in the form of restricted stock. With respect to the
portion of the annual retainer that is not automatically paid in the form of restricted stock each director may elect
to receive some or all of such portion in the form of restricted stock, provided that such election is made on or
prior to December 31st of the calendar year preceding the annual meeting of stockholders when such Award is
made. This election will be irrevocable and will comply with Section 409A of the Internal Revenue Code of
1986, as amended, unless otherwise determined by the Board of Directors. The amount of stock compensation
shall be paid at the rate of 120 percent of the cash dollar amount in the form of restricted stock, which shall vest
on the date of the next annual meeting of stockholders, subject to continued service on the Company’s Board of
Directors. The number of Shares that may currently be issued as restricted stock under the Plan after its
amendment in September 2005 shall not exceed 124,300 Shares.
Adjustment Upon Changes in Capitalization or Merger. In the event any change is made in our
capitalization, such as a stock split or reverse stock split, appropriate adjustment shall be made to the number of
Shares subject to each outstanding Award, the number of Shares authorized for issuance under the Plan, and the
purchase price of each Option. The number of Shares issuable pursuant to future Initial Grants or Annual Grants
will not be adjusted.
In the event of the proposed dissolution or liquidation of Autodesk, all Awards will become fully vested
and, in the case of Options, exercisable. To the extent any Options remain unexercised at the time of the
dissolution or liquidation, such Options will terminate.
In the event of a sale of all or substantially all of the assets of Autodesk, or the merger of Autodesk with or
into another corporation, restricted stock will fully vest and outstanding Options may be assumed or substituted
with equivalent options. If the successor corporation does not assume an outstanding Option or substitute for it an
equivalent Option, the Option shall become fully vested and exercisable. The Board of Directors shall notify the
director that the Option will be exercisable for 30 days from the date of notice, after which period the Option
shall terminate.
Term of Plan. The Plan shall be effective for ten years from the date of its original adoption unless earlier
terminated pursuant to the provisions of the Plan. The Plan expires in March 2010.
Amendment and Termination of 2000 Directors’ Option Plan. The Board of Directors may amend or
terminate the Plan at any time in such respects as the Board of Directors may deem advisable; provided that, to
the extent necessary to comply with any applicable law or regulation, Autodesk shall obtain stockholder approval
of any amendment to the Plan in such a manner and to such a degree as is required. Any amendment or
termination of the Plan shall not impair the rights of any participant under Awards already granted without
consent, and, in the absence of such consent, such Awards shall remain in full force and effect as if the Plan had
not been amended or terminated.
Federal Tax Aspects
The following paragraphs are a summary of the material U.S. federal income tax consequences associated
with awards granted under the Plan. The summary is based on existing U.S. laws and regulations, and there can
be no assurance that those laws and regulations will not change in the future. The summary does not purport to be
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