Autodesk 2008 Annual Report Download - page 68

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(iii) In the absence of an established market for the Common Stock, the Fair Market Value thereof
shall be determined in good faith by the Board.
(i) “Option” means an option to purchase Common Stock granted pursuant to the Plan.
(j) “Optioned Stock” means the Common Stock subject to an Option.
(k) “Outside Director” means a Director who is not an Employee.
(l) “Parent” means a “parent corporation”, whether now or hereafter existing, as defined in
Section 424(e) of the Code.
(m) “Participant” means the holder of an outstanding Option or Restricted Stock Award granted under
the Plan.
(n) “Period of Restriction” means the period during which the transfer of Shares of Restricted Stock are
subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture.
(o) “Plan” means this 2000 Directors’ Option Plan, as set forth in this instrument and as hereafter
amended from time to time.
(p) “Qualified Retirement” means a retirement from the Board after the retiring Director either (i) has
attained 62 years of age and has served on the Board for at least five (5) years, or (ii) has served on the Board for
at least ten (10) years.
(q) “Restricted Stock” means an award granted to an Outside Director in accordance with Section 4(c)
of this Plan.
(r) “Restricted Stock Award” means the Company’s grant of Restricted Stock pursuant to Section 4(c)
of the Plan.
(s) “Share” means a share of the Common Stock, as adjusted in accordance with Section 11 of the Plan.
(t) “Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as defined in
Section 424(f) of the Code.
3. Stock Subject to the Plan. Subject to the provisions of Section 11 of the Plan, the maximum aggregate
number of Shares which may be issued under the Plan is 3,300,284 Shares (the “Pool”) of Common Stock. The
Shares may be authorized, but unissued, or reacquired Common Stock. Effective as of September 2, 2005, the
number of Shares that may be issued hereunder after such date as Restricted Stock shall not exceed 124,300
Shares.
If an Option expires or becomes unexercisable without having been exercised in full, the unpurchased
Shares which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan
has terminated). If Shares are forfeited to the Company pursuant to a Restricted Stock agreement, such Shares
shall be returned to the Plan and shall become available for reissuance under the Plan, unless the Plan shall have
been terminated. However, such Shares shall not return to the Plan if the persons to whom they were originally
issued receive the benefits of ownership of such Shares (other than voting), as such concept is interpreted from
time to time by the Securities and Exchange Commission in the context of Rule 16b-3. Shares used to pay the
exercise price of an Option or to satisfy tax withholding obligations shall not become available for future grant or
sale under the Plan.
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