Autodesk 2014 Annual Report Download - page 74
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Proxy Materials
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15) Indemnification. Each person who is or shall have been a member of the Committee, or of the Board, shall be
indemnified and held harmless by the Company against and from (a) any loss, cost, liability, or expense that may be imposed
upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which
he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or
any award, and (b) from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by
him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her, provided he or she
shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to
handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights
of indemnification to which such persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, by
contract, as a matter of law, or otherwise, or under any power that the Company may have to indemnify them or hold them
harmless.
16) Nonassignment. The rights of a Participant under this Plan shall not be assignable or transferable by the Participant
except by will or the laws of intestacy.
17) Governing Law. The Plan shall be governed by the laws of the State of California.
A-5