Autodesk 2004 Annual Report Download - page 88

Index to Exhibits
Exhibit No. Description
2.1 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 (incorporated by reference to Exhibit 2.1 filed with the Registrant’s Form 8-K filed on
April 16, 2002)
3.1 Certificate of Incorporation of Registrant (incorporated by reference to Exhibit 3.1 filed with the
Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2003)
3.2 Bylaws of Registrant, as amended (incorporated by reference to Exhibit 3.2 filed with the Registrant’s
Annual Report on Form 10-K for the fiscal year ended January 31, 2003)
4.1 Preferred Shares Right Agreement dated December 14, 1995 (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)
4.2 Amendment No. 1 to Preferred Shares Rights Agreement (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)
10.1* Registrant’s 1998 Employee Qualified Stock Purchase Plan and form of Subscription Agreement,
as amended (incorporated by reference to Exhibit 10.2 filed with the Registrant’s Annual Report on
Form 10-K for the fiscal year ended January 31, 2000)
10.2* Registrant’s 2000 Directors’ Option Plan (incorporated by reference to Exhibit 99.3 filed with the
Registrant’s Registration Statement on Form S-8 as filed on September 15, 2000)
10.3* Registrant’s 1996 Stock Plan, as amended (incorporated by reference to Exhibit 10.4 filed with the
Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2000)
10.4* Form of Indemnification Agreement executed by Autodesk and each of its officers and directors
(incorporated by reference to Exhibit 10.4 filed with the Registrant’s Annual Report on Form 10-K for the
fiscal year ended January 31, 1995)
10.5* Agreement between Registrant and Carol A. Bartz dated April 7, 1992 (incorporated by reference
to the exhibit filed with the Registrant’s Report on Form 10-Q for the fiscal quarter ended April 30, 1992)
10.6* Retention Agreement dated September 8, 1999 (incorporated by reference to Exhibit 10.9 filed with
the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2002)
10.7* Nonstatutory Stock Option Plan, as amended through March 20, 2001 (incorporated by reference
to Exhibit 10.10 filed with the Registrant’s Annual Report on Form 10-K for the fiscal year ended
January 31, 2002)
10.8* Executive Change in Control Program (incorporated by reference to Exhibit 10.8 filed with the
Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2003)
10.9* Agreement between Registrant and Tom Vadnais, dated November 21, 2001 (incorporated by
reference to Exhibit 10.9 filed with the Registrant’s Annual Report on Form 10-K for the fiscal year ended
January 31, 2003)
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)
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act
of 1934
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act
of 1934
32.1 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
* Denotes a management contract or compensatory plan or arrangement.
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