Autodesk 2008 Annual Report Download - page 75

including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations
promulgated thereunder, state securities laws, and the requirements of any stock exchange upon which the Shares
may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such
compliance.
As a condition to the exercise of an Option or receipt of Shares under a Restricted Stock Award, the
Company may require the person exercising such Option or receiving Shares of Restricted Stock to represent and
warrant at the time of any such exercise or receipt that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares, if, in the opinion of counsel for the Company, such
a representation is required by any of the aforementioned relevant provisions of law.
Inability of the Company to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares
hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to
which such requisite authority shall not have been obtained.
15. Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep
available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.
16. Agreements. Options and Restricted Stock Awards shall be evidenced by written agreements in such
form as the Board shall approve.
17. Stockholder Approval. Continuance of the Plan shall be subject to approval by the stockholders of the
Company at or prior to the first annual meeting of stockholders held subsequent to the adoption of the Plan. Such
stockholder approval shall be obtained in the degree and manner required under applicable state and federal law.
18. Successors. All obligations of the Company under the Plan, with respect to Options and Restricted Stock
Awards granted hereunder, shall be binding on any successor to the Company, whether the existence of such
successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially
all of the business or assets of the Company.
19. Gender and Number. Except where otherwise indicated by the context, any masculine term used herein
also shall include the feminine; the plural shall include the singular and the singular shall include the plural.
20. Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the
illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.
21. Governing Law. The Plan and all award agreements shall be construed in accordance with and governed
by the laws of the State of California (with the exception of its conflict of laws provisions).
22. Captions. Captions are provided herein for convenience only, and shall not serve as a basis for
interpretation or construction of the Plan.
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