Autodesk 2008 Annual Report Download - page 73

restrictions have lapsed, the Participant shall be entitled to have any legends removed from his or her Share
certificate, and the Shares shall be freely transferable by the Participant. The Board (in its discretion) may
establish procedures regarding the release of Shares from escrow and the removal of legends, as necessary or
appropriate to minimize administrative burdens on the Company.
(d) Termination of Status as a Director. In the event a Participant ceases to be a Director prior to
vesting (other than by reason of the Participant’s death), any unvested Shares of Restricted Stock shall be
forfeited by the Participant without any consideration therefor.
(e) Death. In the event a Participant ceases to be a Director by reason of the Participant’s death, the
Participant’s Restricted Stock shall become fully vested as of the date of death.
(f) Shares Available Under the Plan. Except as otherwise provided in Section 3 hereof, the grant of a
Restricted Stock Award as provided hereunder shall result in a decrease in the number of Shares that thereafter
shall be available under the Plan, by the number of Shares of Restricted Stock subject thereto. On the date set
forth in the Restricted Stock agreement, the Restricted Stock for which restrictions have not lapsed shall revert to
the Company and again shall become available for grant under the Plan.
(g) Rule 16b-3. Restricted Stock Awards to Outside Directors must comply with the applicable
provisions of Rule 16b-3 of the Exchange Act and shall contain such additional conditions or restrictions as may
be required thereunder to qualify Plan transactions, and other transactions by Outside Directors that could be
matched with Plan transactions, for the maximum exemption from Section 16 of the Exchange Act with respect
to Plan transactions.
10. Non-Transferability of Options and Restricted Stock Awards. Unless otherwise determined by the Board,
Options and Restricted Stock Awards may not be sold, pledged, assigned, hypothecated, transferred, or disposed
of in any manner other than by will or by the laws of descent or distribution. Options may be exercised, during
the lifetime of the Participant, only by the Participant. If the Board makes an Option or Restricted Stock Award
transferable, such award shall contain such additional terms and conditions as the Board deems appropriate;
provided, however, that such award shall in no event be transferable for value. Notwithstanding the foregoing, a
Participant may, if the Board (in its discretion) so permits, transfer an Option or Restricted Stock Award granted
on or after March 13, 2008 to an individual or entity other than the Company. Any such transfer shall be made in
accordance with such procedures as the Board may specify from time to time.
11. Adjustments Upon Changes in Capitalization, Dissolution, Merger, Asset Sale or Change of Control.
(a) Changes in Capitalization. Subject to any required action by the stockholders of the Company, the
number of Shares covered by each outstanding Option and Restricted Stock Award, the number of Shares which
have been authorized for issuance under the Plan but as to which no Options or Restricted Stock Awards have yet
been granted or which have been returned to the Plan upon cancellation or expiration of an Option or forfeiture of
Restricted Stock, as well as the price per Share covered by each such outstanding Option, as applicable, shall be
proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a stock split,
spin off, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other
increase or decrease in the number of issued Shares effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities of the Company shall not be deemed to have
been “effected without receipt of consideration.” Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect,
and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an
Option or Restricted Stock Award.
(b) Dissolution or Liquidation. In the event of a proposed dissolution or liquidation of the Company,
Options and Restricted Stock (other than Restricted Stock granted in accordance with Section 4(c)(iii) on or after
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