Autodesk 2008 Annual Report Download - page 67

APPENDIX A
AUTODESK, INC.
2000 DIRECTORS’ OPTION PLAN1
1. Purposes of the Plan. The purposes of this Directors’ Option Plan are to attract and retain highly skilled
individuals as Directors of the Company, to provide additional incentive to the Outside Directors of the Company
to serve as Directors, and to encourage their continued service on the Board.
All options granted hereunder shall be “non-statutory stock options.”
2. Definitions. As used herein, the following definitions shall apply:
(a) “Board” means the Board of Directors of the Company.
(b) “Code” means the Internal Revenue Code of 1986, as amended. Reference to a specific section of
the Code or regulation thereunder shall include such section or regulation, any valid regulation promulgated
under such section, and any comparable provision of any future legislation or regulation amending,
supplementing or superseding such section or regulation.
(c) “Common Stock” means the Common Stock of the Company, par value $0.01 per share.
(d) “Company” means Autodesk, Inc., a Delaware corporation, or any successor thereto.
(e) “Director” means a member of the Board.
(f) “Employee” means any person, including officers and Directors, employed by the Company or any
Parent or Subsidiary of the Company. The payment of a Director’s fee or consulting fee by the Company shall
not be sufficient in and of itself to constitute “employment” by the Company unless the Director and the
Company agree that, as a result of payment of such fees in connection with services rendered, such Director
should not be considered an Outside Director.
(g) “Exchange Act” means the Securities Exchange Act of 1934, as amended. Reference to a specific
section of the Exchange Act or regulation thereunder shall include such section or regulation, any valid
regulation promulgated under such section, and any comparable provision of any future legislation or regulation
amending, supplementing or superseding such section or regulation.
(h) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:
(i) If the Common Stock is listed on any established stock exchange or national market system,
including without limitation the Nasdaq National Market, the Fair Market Value of a Share of Common Stock
shall be the closing sale price for such stock (or the closing bid, if no sales were reported), as quoted on such
system or exchange (or, if more than one, on the exchange with the greatest volume of trading in the Company’s
Common Stock) on the day of determination, as reported in The Wall Street Journal or such other source as the
Board deems reliable;
(ii) If the Common Stock is quoted on Nasdaq (but not on the National Market) or regularly
quoted by a recognized securities dealer, but selling prices are not reported, the Fair Market Value of a Share of
Common Stock shall be the mean between the high and low asked prices for the Common Stock on the date of
determination, as reported in The Wall Street Journal or such other source as the Board deems reliable, or;
1As amended by the Board of Directors on March 13, 2008 and approved by the stockholders on , 2008.
A-1
Proxy Materials