Autodesk 2003 Annual Report Download - page 78

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3. Exhibits: The Exhibits listed below are filed as part of, or incorporated by reference into, this
Report.
Exhibit No. Description
2.1(7) Agreement and Plan of Merger by and among Autodesk, Inc., Rosie Acquisition Corporation, Revit
Technology Corporation and Irwin Jungreis as Stockholder Representative dated as of February 21,
2002
3.1 Certificate of Incorporation of Registrant
3.2 Bylaws of Registrant, as amended
4.1(5) Preferred Shares Right Agreement dated December 14, 1995
4.2(5) Amendment No. 1 to Preferred Shares Rights Agreement
10.1(3)* Registrant’s 1998 Employee Qualified Stock Purchase Plan and form of Subscription Agreement, as
amended
10.2(2)* Registrant’s 2000 Directors’ Option Plan
10.3(3)* Registrant’s 1996 Stock Plan, as amended
10.4(6)* Form of Indemnification Agreement executed by Autodesk and each of its officers and directors
10.5(1)* Agreement between Registrant and Carol A. Bartz dated April 7, 1992
10.6(4)* Retention Agreement dated September 8, 1999
10.7(4)* Nonstatutory Stock Option Plan, as amended through March 20, 2001
10.8* Executive Change in Control Program
10.9* Agreement between Registrant and Tom Vadnais, dated November 21, 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)
99.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(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 Annual Report on Form 10-K for the
fiscal year ended January 31, 2000.
(4) Incorporated by reference to the exhibit filed with the Registrant’s Annual Report on Form 10-K for the
fiscal year ended January 31, 2002.
(5) Incorporated by reference to the Registrant’s Report on Form 8-A filed on January 5, 1996, as amended on
January 8, 1996 and January 15, 1998.
(6) Incorporated by reference to the exhibit filed with the Registrant’s Annual Report on Form 10-K for the
fiscal year ended January 31, 1995.
(7) Incorporated by reference to the exhibit filed with the Registrant’s Form 8-K filed on April 16, 2002.
* Denotes a management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the fourth quarter ended January 31, 2003.
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