Autodesk 2008 Annual Report Download - page 72

(b) Rule 16b-3. Options granted to Outside Directors must comply with the applicable provisions of
Rule 16b-3 promulgated under the Exchange Act or any successor thereto and shall contain such additional
conditions or restrictions as may be required thereunder to qualify for the maximum exemption from Section 16
of the Exchange Act with respect to Plan transactions.
(c) Termination of Status as a Director. If an Outside Director ceases to serve as a Director, he may,
but only within seven (7) months after the date he ceases to be a Director of the Company, exercise his Option to
the extent that he was entitled to exercise it at the date of such termination; provided,however, that if an Outside
Director ceases to serve as a Director upon a Qualified Retirement, then he may, but only within three (3) years
after the date he ceases to be a Director of the Company, exercise his Option to the extent he was entitled to
exercise it at the date of such Qualified Retirement. Notwithstanding the foregoing, in no event may the Option
be exercised after its term has expired. To the extent that the Director was not entitled to exercise an Option at
the date of such termination, or if he does not exercise such Option (which he was entitled to exercise) within the
time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.
(d) Disability of Participant. Notwithstanding the provisions of Section 8(c) above, in the event a
Participant is unable to continue his service as a Director as a result of his total and permanent disability (as
defined in Section 22(e)(3) of the Code), he may, but only within twelve (12) months from the date of
termination, exercise his Option to the extent he was entitled to exercise it at the date of such termination.
Notwithstanding the foregoing, in no event may the Option be exercised after its term has expired. To the extent
that he was not entitled to exercise the Option at the date of termination, or if he does not exercise such Option
(which he was entitled to exercise) within the time specified herein, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.
(e) Death of Participant. In the event of the death of a Participant during the term of an Option, the
Option shall become fully exercisable, including as to Shares for which it would not otherwise be exercisable and
may be exercised, at any time within twelve (12) months following the date of death, by the Participant’s estate
or by a person who acquired the right to exercise the Option by bequest or inheritance. Notwithstanding the
foregoing, in no event may the Option be exercised after its term has expired. To the extent the Option is not
exercised within the time specified herein, the Option shall terminate, and the Shares covered by such Option
shall revert to the Plan.
9. Restricted Stock.
(a) Restricted Stock Agreement. Following the grant of a Restricted Stock Award in accordance with
Section 4(c), the Board shall provide the Participant with a Restricted Stock agreement, in such form as the
Board shall approve, specifying the number of Shares granted, the Period of Restriction, and such other terms,
conditions and restrictions relating to the Restricted Stock Award. Unless the Board determines otherwise, Shares
of Restricted Stock shall be held by the Company as escrow agent until the restrictions on such Shares have
lapsed.
(b) Rights as a Stockholder. Until the issuance (as evidenced by the appropriate entry on the books of
the Company or of a duly authorized transfer agent of the Company) of the stock certificate evidencing
Restricted Stock, no right to vote or to receive dividends or any other rights as a stockholder shall exist with
respect to Shares of Restricted Stock. A share certificate for the number of Shares of Restricted Stock granted
shall be issued to the Participant as soon as practicable after the date of grant of the Restricted Stock Award. No
adjustment will be made for a dividend or other right for which the record date is prior to the date the stock
certificate is issued, except as provided in Section 11 of the Plan.
(c) Removal of Restrictions. Shares of Restricted Stock covered by each Restricted Stock Award made
under the Plan shall be released from escrow as soon as practicable after the last day of the Period of Restriction.
The Board, in its discretion, may accelerate the time at which any restrictions shall lapse or be removed. After the
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