Autodesk 2008 Annual Report Download - page 69

4. Administration of and Grants under the Plan.
(a) Administration. Except as otherwise required herein, the Plan shall be administered by the Board.
All grants of Options and Restricted Stock to Outside Directors under this Plan shall be automatic and
nondiscretionary and shall be made strictly in accordance with the following provisions:
(b) Option Grants.
(i) No person shall have any discretion to select which Outside Directors shall be granted Options
or to determine the number of Shares to be covered by Options granted to Outside Directors.
(ii) Each Outside Director who joins the Board on or after March 16, 2000 shall be automatically
granted an Option to purchase 50,000 Shares (the “Initial Option”) upon the date of the first meeting of the Board
at which such person first serves as a Director (which shall be (i) in the case of a Director elected by the
stockholders of the Company, the first meeting of the Board after the meeting of stockholders at which such
Director was elected or (ii) in the case of a Director appointed by the Board to fill a vacancy, the meeting of the
Board at which such Director is appointed); provided, however, that no Option shall become exercisable under
the Plan until stockholder approval of the Plan has been obtained in accordance with Section 17 hereof.
(iii) On the date of each annual stockholder meeting (an “Annual Meeting”) during the term of
this Plan, each Outside Director shall automatically receive an additional Option to purchase 20,000 Shares (the
“Annual Option”), provided that (1) the Annual Option shall be granted only to an Outside Director who has
served on the Board for at least six full months prior to the date of grant and (2) the grant of an Annual Option
shall be subject to the person’s continued service as an Outside Director.
(iv) The terms of each Option granted hereunder shall be as follows:
(1) Each Option shall terminate, if not previously exercised or otherwise terminated, on a
date six (6) years after the date of grant.
(2) Each Option shall be exercisable only while the Outside Director remains a Director of
the Company, except as set forth in Section 8 hereof.
(3) The exercise price per Share of each Option shall be 100% of the Fair Market Value per
Share on the date of grant of the Option.
(4) Each Initial Option shall become exercisable in installments cumulatively as 34%, 33%
and 33%, respectively, of the Optioned Stock, on each of the three (3) succeeding years on the anniversary of
such Option’s date of grant, for a total vesting period of approximately three (3) years, provided that the Director
continues to serve on the Board on such dates.
(5) Each Annual Option shall become fully exercisable on the date of the Company’s next
Annual Meeting for a total vesting period of approximately one (1) year, provided that the Director continues to
serve on the Board on such date.
(v) In the event that any Option granted under the Plan would cause the number of Shares subject
to outstanding Options plus the number of Shares previously purchased upon exercise of Options and the number
of Shares issued pursuant to Restricted Stock Awards to exceed the Pool, then each such automatic grant shall be
for that number of Shares determined by dividing the total number of Shares remaining available for grant by the
number of Outside Directors on the automatic grant date. No further grants shall be made until such time, if any,
as additional Shares become available for grant under the Plan through action of the stockholders to increase the
number of Shares which may be issued under the Plan or through cancellation or expiration of Options
previously granted hereunder.
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