Autodesk 2014 Annual Report Download - page 73

Proxy Materials
3UR[\6WDWHPHQW
(b) Right to Receive Payment. Each Award under the Plan shall be paid solely from the general assets of the
Company. Nothing in this Plan shall be construed to create a trust or to establish or evidence any Participant’s claim of
any right to payment of an Award other than as an unsecured general creditor with respect to any payment to which he or
she may be entitled.
(c) Form of Distributions. The Company shall distribute all Awards to the Participant in cash.
(d) Timing of Distributions. Subject to Section 8(e) below, the Company shall distribute amounts payable to
Participants as soon as is practicable following the determination and written certification of the Award for a Performance
Period, but in no event later than 2 ½ months after the end of the applicable Performance Period.
(e) Deferral; Section 409A. The Committee may defer payment of Awards, or any portion thereof, to
Participants as the Committee, in its discretion, determines to be necessary or desirable to preserve the deductibility of such
amounts under Section 162(m). In addition, the Committee, in its sole discretion, may permit a Participant to defer receipt
of the payment of cash that would otherwise be delivered to a Participant under the Plan. Any such deferral elections shall
be subject to such rules and procedures as shall be determined by the Committee in its sole discretion. The Company
intends that the Plan comply in form and operation with Section 409A of the Code. Accordingly, to the maximum extent
permitted, this Plan shall be interpreted and administered to be in compliance therewith. However, the Company makes no
representation that any or all of the payments under the Plan will be exempt from or comply with Section 409A of the
Code. Each amount to be paid under the Plan shall be construed as a separate identified payment for purposes of Section
409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the
extent required in order to avoid an accelerated or additional tax under Section 409A of the Code, amounts that would
otherwise be payable and benefits that would otherwise be provided pursuant to this Plan during the six-month period
immediately following a Participant's termination of employment shall instead be paid on the first business day after the
date that is six months following such termination of employment (or, if earlier, the Participant’s date of death).
9) Non-Performance-Based Compensation Bonuses. Notwithstanding and without regard to any other provision in this
Plan, the Committee may determine to pay cash bonuses hereunder that are not intended to constitute Performance-Based
Compensation and which shall be payable pursuant to such terms and conditions as the Committee may determine in its sole
discretion; provided, however, that in no event shall payment of a bonus hereunder that is not intended to be Performance-
Based Compensation be contingent upon failure to achieve the performance goals under an otherwise performance-based
arrangement, in accordance with Section 1.162-27(e)(2)(v) of the regulations promulgated under Section 162(m).
10) Term of Plan. The Plan was approved by the Company’s stockholders on June 23, 2005, and shall continue until
terminated under Section 11 of the Plan.
11) Amendment and Termination of the Plan. The Committee may amend, modify, suspend or terminate the Plan, in
whole or in part, at any time, including adopting amendments deemed necessary or desirable to correct any defect or to supply
omitted data or to reconcile any inconsistency in the Plan or in any Award granted hereunder; provided, however, that no
amendment, alteration, suspension or discontinuation shall be made which would (i) impair any payments to Participants made
prior to such amendment, modification, suspension or termination, unless the Committee has made a determination that such
amendment or modification is in the best interests of all persons to whom Awards have theretofore been granted; provided
further, however, that in no event may such an amendment or modification result in an increase in the amount of compensation
payable pursuant to such Award or (ii) cause compensation that is, or may become, payable hereunder to fail to qualify as
Performance-Based Compensation. To the extent necessary or advisable under applicable law, including Section 162(m), Plan
amendments shall be subject to stockholder approval. At no time before the actual distribution of funds to Participants under
the Plan shall any Participant accrue any vested interest or right whatsoever under the Plan except as otherwise stated in this
Plan.
12) Withholding. Distributions pursuant to this Plan shall be subject to all applicable federal and state tax and withholding
requirements.
13) At-Will Employment. No statement in this Plan should be construed to grant any employee an employment contract of
fixed duration or any other contractual rights, nor should this Plan be interpreted as creating an implied or an expressed contract
of employment or any other contractual rights between the Company and its employees. The employment relationship between
the Company and its employees is terminable at-will. This means that an employee of the Company may terminate the
employment relationship at any time and for any reason or no reason.
14) Successors. All obligations of the Company under the Plan, with respect to 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.
A-4