Autodesk 2002 Annual Report Download - page 65

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Schedules not listed above have been omitted because they are not applicable or are not required or the
information required to be set forth therein is included in the Consolidated Financial Statements or Notes thereto.
3. Exhibits: The Exhibits listed below are filed as part of, or incorporated by reference into, this
Report.
Exhibit No. Description
2.1(3) Second Amended and Restated Agreement and Plan of Acquisition and Amalgamation by and
among Autodesk, Inc., Autodesk Development BV, 9066-9771 Quebec Inc., Autodesk Canada
Inc., 9066-9854 Quebec Inc. and Discreet Logic Inc., dated as of November 18, 1998, as
amended on December 18, 1998 and January 18, 1999
2.2(3) Second Amended and Restated Amalgamation Agreement by and among Discreet Logic Inc.,
9066-9854 Quebec Inc. and Autodesk, Inc. dated as of January 18, 1999
3.1(4) Certificate of Incorporation of Registrant
3.2(7) Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred
Stock of Autodesk, Inc.
3.3(4) Certificate of the Powers, Designations, Preferences and Rights of Series B Preferred Stock of
Autodesk, Inc.
3.4(6) Bylaws of Registrant, as amended
4.1(8) Preferred Shares Right Agreement dated December 14, 1995
4.2(8) Amendment No. 1 to Preferred Shares Rights Agreement
9.1(4) Voting and Exchange Trust Agreement dated March 16, 1999 among Autodesk, Inc., Discreet
Logic Inc., Autodesk Development B.V., and Montreal Trust Company of Canada
10.2(5)* Registrant’s 1998 Employee Qualified Stock Purchase Plan and form of Subscription Agreement,
as amended
10.3(2)* Registrant’s 2000 Directors’ Option Plan
10.4(5)* Registrant’s 1996 Stock Plan, as amended
10.5(9)* Form of Indemnification Agreement executed by Autodesk and each of its officers and directors
10.6(1)* Agreement between Registrant and Carol A. Bartz dated April 7, 1992
10.7(4) Support Agreement dated March 16, 1999 among Autodesk, Inc., Autodesk Development B.V.
and Discreet Logic Inc.
10.9* Retention Agreement dated September 8, 1999
10.10* Nonstatutory Stock Option Plan, as amended through March 20, 2001
21.1 List of Subsidiaries
23.1 Consent of Ernst & Young LLP, Independent Auditors
24.1 Power of Attorney (contained in the signature page to this Annual Report)
(1) Incorporated by reference to the exhibit filed with the Registrant’s Report on Form 10-Q for the fiscal
quarter ended April 30, 1992.
(2) Incorporated by reference to the exhibit filed with the Registrant’s Registration Statement on Form S-8 as
filed on September 15, 2000.
(3) Incorporated by reference to the exhibit filed with the Registrant’s Report on Form 8-K filed on March 16,
1999.
(4) Incorporated by reference to the exhibits filed with the Registrant’s Annual Report on Form 10-K for the
fiscal year ended January 31, 1999.
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