Autodesk 2008 Annual Report Download - page 74

March 13, 2008) shall become fully vested and, in the case of Options, fully exercisable, including as to Shares
as to which it would not otherwise be exercisable. To the extent an Option remains unexercised at the time of the
dissolution or liquidation, the Option shall terminate.
(c) Merger or Asset Sale. In the event of (i) a merger of the Company with or into another corporation,
other than a merger which would result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of
the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting
securities of the Company or such surviving entity or its parent outstanding immediately after such merger or
(ii) the sale of substantially all of the assets of the Company, Restricted Stock shall fully vest and outstanding
Options may be assumed or equivalent options may be substituted by the successor corporation or a parent or
subsidiary thereof (the “Successor Corporation”). If an Option is assumed or substituted for, the Option or
equivalent option shall continue to be exercisable as provided in Section 4 hereof for so long as the Participant
serves as a Director or a director of the Successor Corporation. Following such assumption or substitution, if the
Participant’s status as a Director or director of the Successor Corporation, as applicable, is terminated other than
upon a voluntary resignation by the Participant, the Option or option shall become fully exercisable, including as
to Shares for which it would not otherwise be exercisable. Thereafter, the Option or option shall remain
exercisable in accordance with Sections 8(c) through (e) above.
If the Successor Corporation does not assume an outstanding Option or substitute for it an equivalent
option, the Option shall become fully vested and exercisable, including as to Shares for which it would not
otherwise be exercisable. In such event the Board shall notify the Participant that the Option shall be fully
exercisable for a period of thirty (30) days from the date of such notice, and upon the expiration of such period
the Option shall terminate.
For the purposes of this Section 11(c), an Option shall be considered assumed if, following the merger
or sale of assets, the Option confers the right to purchase or receive, for each Share of Optioned Stock subject to
the Option immediately prior to the merger or sale of assets, the consideration (whether stock, cash, or other
securities or property) received in the merger or sale of assets by holders of Common Stock for each Share held
on the effective date of the transaction (and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding Shares).
12. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may at any time amend, alter, suspend, or discontinue the
Plan, but no amendment, alteration, suspension, or discontinuation shall be made which would impair the rights
of any Participant under any grant theretofore made, without his or her consent. In addition, to the extent
necessary and desirable to comply with any applicable law or regulation, the Company shall obtain stockholder
approval of any Plan amendment in such a manner and to such a degree as required.
(b) Effect of Amendment or Termination. Any such amendment or termination of the Plan shall not
impair the rights of any Participant under Options or Restricted Stock already granted without his or her consent
and, in the absence of such consent, such Options and Restricted Stock shall remain in full force and effect as if
this Plan had not been amended or terminated.
13. Time of Granting Options or Restricted Stock Awards. The date of grant of an Option or Restricted
Stock Award shall, for all purposes, be the date determined in accordance with Section 4 hereof. Notice of the
determination shall be given to each Outside Director to whom an Option or Restricted Stock Award is so
granted within a reasonable time after the date of such grant.
14. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to the exercise of an Option or
grant of a Restricted Stock Award unless the exercise of such Option or grant of such Restricted Stock Award
and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law,
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