Autodesk 2006 Annual Report Download - page 134

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Index to Exhibits
Exhibit No. Description
2.1 Agreement and Plan of Merger dated October 4, 2005 by and among Autodesk, Inc., Maytag
Acquisition Corporation, Alias Systems Holdings Inc., Accel-KKR Company, LLC and Ontario Teachers’
Pension Plan Board (incorporated by reference to Exhibit 2.1 filed with the Registrant’s Quarterly Report
on Form 10-Q for the fiscal quarter ended October 31, 2005).
3.1 Amended and Restated Certificate of Incorporation of Registrant
3.2 Bylaws of Registrant, as amended (incorporated by reference to Exhibit 3.1 filed with the Registrant’s
Current Report on Form 8-K filed on January 18, 2006)
10.1* Registrant’s 1996 Stock Plan (incorporated by reference to Exhibit 10.1 filed with the Registrant’sQuarterly
Report on Form 10-Q for the fiscal quarter ended October 31, 2005)
10.2* Registrant’s 1996 Stock Plan Forms of Agreement (incorporated by reference to Exhibit 10.5 filed with
the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2005)
10.3* Registrant’s 1998 Employee Qualified Stock Purchase Plan (incorporated by reference to Exhibit 10.1 filed
with the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2005)
10.4* Registrant’s 1998 Employee Qualified Stock Purchase Plan Forms of Agreement (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, 2005)
10.5* Registrant’s 2000 Directors’ Option Plan (incorporated by reference to Exhibit 10.1 filed with the
Registrant’s Current Report on Form 8-K filed on November 15, 2005)
10.6* Registrant’s 2000 Directors’ Option Plan Forms of Agreements
10.7* Registrant’s 2006 Employee Stock Plan (incorporated by reference to Exhibit 10.2 filed with the
Registrant’s Current Report on Form 8-K filed on November 15, 2005)
10.8* Registrant’s 2006 Employee Stock Plan Forms of Agreement
10.9* Form of Indemnification Agreement executed by Autodesk and each of its officers and directors
(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, 2005)
10.10* Agreement between Registrant and Carol A. Bartz dated April 7, 1992 (incorporated by reference
to the exhibit filed with the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended
April 30, 1992)
10.11* Executive Change inControl 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)
10.12* Registrant’s 2005 Non-Qualified Deferred Compensation Plan (incorporated by reference to
Exhibit 10.14 filed with the Registrant’s Annual Report on Form 10-K for the fiscal year ended
January 31, 2005)
10.13* Executive Incentive Plan
10.14* Participants, target awards and payout formulas for fiscal year 2007 under the Registrant’s Executive
Incentive Plan (incorporated by reference to Item 1.01 of the Registrant’s Current Report on Form 8-K filed
on March 14, 2006)
10.15 Office Lease between Registrant and the J.H.S. Trust for 111 McInnis Parkway, San Rafael, CA, as
amended (incorporated by reference to Exhibit 10.1 filed with the Registrant’s Quarterly Report on
Form 10-Q for the fiscal quarter ended October 31, 2004)
21.1 List of Subsidiaries
23.1 Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP)
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
88