Autodesk 2008 Annual Report Download - page 71

5. Eligibility. Options and Restricted Stock Awards may be granted only to Outside Directors. All Options
shall be automatically granted in accordance with the terms set forth in Section 4(b) and all Restricted Stock
Awards shall be automatically granted in accordance with the terms set forth in Section 4(c).
The Plan shall not confer upon any Participant any right with respect to continuation of service as a
Director or nomination to serve as a Director, nor shall it interfere in any way with any rights which the Director
or the Company may have to terminate his or her directorship at any time.
6. Term of Plan. The Plan shall become effective upon the earlier to occur of its adoption by the Board or its
approval by the stockholders of the Company as described in Section 17 of the Plan. It shall continue in effect for
a term of ten (10) years unless sooner terminated under Section 12 of the Plan.
7. Option Exercise Price and Consideration.
(a) Exercise Price. The per Share exercise price for Optioned Stock shall be 100% of the Fair Market
Value per Share on the date of grant of the Option.
(b) Form of Consideration. The consideration to be paid for the Shares to be issued upon exercise of an
Option may consist of (i) cash, (ii) check, (iii) other Shares which, in the case of Shares acquired upon exercise
of an Option, either have been owned by the Participant for more than six (6) months on the date of surrender or
were not acquired, directly or indirectly, from the Company, and have a Fair Market Value on the date of
surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised, (iv) any
combination of the foregoing methods; or (vi) such other consideration and method of payment for the issuance
of Shares to the extent permitted by applicable law; provided however, that in no case will loans be permitted as
consideration for exercising an Option hereunder.
(c) No Repricing. The per Share exercise price for Optioned Stock may not be reduced without the
consent of the Company’s stockholders. This shall include, without limitation, a repricing of the Optioned Stock
as well as an Option exchange program whereby the Participant agrees to cancel an existing Option in exchange
for an Option, a Restricted Stock Award, cash, or a combination thereof.
8. Exercise of Option.
(a) Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder shall be
exercisable at such times as are set forth in Section 4(b) hereof.
An Option may not be exercised for a fraction of a Share.
An Option shall be deemed to be exercised when the Company receives: (i) written or electronic notice
of such exercise (in accordance with the Option agreement) from the person entitled to exercise the Option and
(ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any
consideration and method of payment allowable under Section 7(b) of the Plan. Until the issuance (as evidenced
by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of
the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a
stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. A share
certificate for the number of Shares so acquired shall be issued to the Participant as soon as practicable after
exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior
to the date the stock certificate is issued, except as provided in Section 11 of the Plan.
Except as otherwise provided in Section 3, exercise of an Option in any manner shall result in a
decrease in the number of Shares which thereafter may be available, both for purposes of the Plan and for sale
under the Option, by the number of Shares as to which the Option is exercised.
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