Autodesk 2008 Annual Report Download - page 70

(c) Restricted Stock Awards.
(i) No person shall have any discretion to select which Outside Directors shall receive Restricted
Stock Awards or to determine the number of Shares to be covered by Restricted Stock awarded to Outside
Directors; provided, however, that nothing in this Plan shall be construed to prevent an Outside Director from
irrevocably declining to receive a Restricted Stock Award under this Plan.
(ii) On the date of each Annual Meeting during the term of this Plan, each Outside Director shall
automatically receive a Restricted Stock Award for that number of Shares determined by dividing (1) the product
of (a) fifty percent (50%) of the cash value of his or her annual retainer as a Director multiplied by (b) 1.2, by
(2) the Fair Market Value of a Share on that date, rounded to the nearest whole Share, provided that on the date
of grant of any such Restricted Stock Award such person is an Outside Director; and provided further that
sufficient Shares are available under the Plan for the grant of such Restricted Stock Award.
(iii) On or before December 31 of the calendar year prior to each Annual Meeting during the term
of this Plan, each Outside Director may make an election (the “Election”) to receive any or all of the remaining
cash balance of his or her annual retainer that will be earned for services performed as a Director in calendar
years after the calendar year in which the election is made in the form of a Restricted Stock Award. The Election
must be in writing and delivered to the Secretary of the Company on or prior to December 31 of the calendar year
prior to such Annual Meeting. Any Election made by an Outside Director pursuant to this subsection 4(c)(iii)
shall be irrevocable and shall comply with Section 409A of the Code to the extent applicable unless otherwise
determined by the Board. Effective as of the Annual Meeting, the Outside Director shall receive a Restricted
Stock Award for that number of Shares determined by dividing (1) the product of (a) the amount of his or her
annual retainer as a Director covered by the Election, multiplied by (b) 1.2, by (2) the Fair Market Value of a
Share on that date, rounded to the nearest whole Share, provided that on the date of grant of any such Restricted
Stock Award such person is an Outside Director; and provided further that sufficient Shares are available under
the Plan for the grant of such Restricted Stock Award.
(iv) The terms of a Restricted Stock Award granted hereunder shall be as follows:
(1) the purchase price shall be $.01 per Share (the par value of the Company’s Common
Stock) and shall be deemed paid by services rendered by the Director (except as otherwise determined by the
Board and set forth in the applicable Restricted Stock agreement); and
(2) Subject to Sections 9(d) and 11(c), Restricted Stock shall vest on the date of the following
year’s Annual Meeting of Stockholders of the Company, provided that the Participant is an Outside Director on
such date.
(d) Powers of the Board. Subject to the provisions and restrictions of the Plan, the Board shall have the
authority, in its discretion: (i) to determine, upon review of relevant information and in accordance with
Section 2(h) of the Plan, the Fair Market Value of the Common Stock; (ii) to construe and interpret the terms of
the Plan and Options and Restricted Stock Awards granted hereunder; (iii) to prescribe, amend and rescind rules
and regulations relating to the Plan; (iv) to approve forms of agreement for use under the Plan; (v) to authorize
any person to execute on behalf of the Company any instrument required to effectuate the grant of an Option or
Restricted Stock Award previously granted hereunder; (vi) to modify or amend each Option or Restricted Stock
Award (not inconsistent with the terms of the Plan), including the discretionary authority to extend the post-
termination exercisability period of Options; and (vii) to make all other determinations deemed necessary or
advisable for the administration of the Plan.
(e) Effect of Board’s Decision. All decisions, determinations and interpretations of the Board shall be
final and binding on all Participants and any other holders of Options or Restricted Stock Awards and shall be
given the maximum deference permitted by law.
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