Autodesk 2009 Annual Report Download - page 25

These changes have also increased the time commitment and responsibilities of our directors. In light of
competition among companies for directors with appropriate experience, we believe that we need to continue to
grant equity awards at our current levels so that we may continue to attract the best available candidates for
service as non-employee directors of Autodesk and to acknowledge their increased time commitment and
encourage their continued service on the Board of Directors.
Description of the 2010 Outside Directors’ Stock Plan
The following paragraphs provide a summary of the principal features of the Plan. This summary does not
purport to be complete and is subject to, and is qualified in its entirety by the specific language of the Plan, a
copy of which is attached to the end of this Proxy Statement as Appendix A.
General. The purposes of the 2010 Outside Directors’ Stock Plan are to attract and retain highly skilled
individuals as directors of the Company, to provide additional incentive to the non-employee directors of the
Company to serve as directors, and to encourage their continued service on the Board of Directors.
Stock Subject to the Plan. A total of 2,500,000 shares of our common stock will be authorized for issuance
under the Plan if it is approved by the stockholders. In addition, up to 500,000 shares available but not previously
granted under our current 2000 Directors’ Option Plan prior to its expiration may be issued under the Plan. If an
award expires or becomes unexercisable for any reason, the unpurchased or forfeited shares that were subject to
the award may be returned to the Plan, unless such plan has terminated, and may become available for future
grant under the Plan.
Administration. The Plan fixes the timing of award grants, the amount of the award grants, the basis for
determining the exercise price of a stock option, and any restrictions on exercise or vesting of the awards, in
order to remove any material discretionary element from the Plan. Administration of the Plan, to the extent
necessary, will be provided by the Board of Directors or a committee of the Board of Directors. The Plan is
structured such that no discretion is exercised by any person concerning material decisions regarding the Plan.
However, the Board of Directors has retained the authority to determine the fair market value per share; to
construe and interpret the terms of the Plan, as well as options and restricted stock awards granted thereunder; to
prescribe, amend and rescind rules and regulations relating to the Plan; to approve forms of agreements for use
under the Plan; to authorize any person to execute on behalf of Autodesk any instrument required to effectuate
the grant of an option or restricted stock award; to modify or amend each option or restricted stock award
(consistent with the terms of the Plan) including the discretionary authority to extend the post-termination
exercise of options; and to make all other determinations deemed necessary or advisable for the administration of
the Plan. All determinations of the Board of Directors are final, binding and conclusive on all persons having an
interest in the Plan or any award.
Eligibility. Awards may be granted under the Plan only to persons who, at the time of grant, are serving as
members of the Board of Directors and who are not employees of Autodesk or any parent, subsidiary or other
affiliate of Autodesk. As of March 31, 2009, we had eight directors who would be eligible under the Plan.
Stock Options. The Plan provides for the automatic, non-discretionary grant of nonstatutory stock options
(referred to herein as “Options”) to our non-employee directors.
Upon being elected or appointed to our Board of Directors for the first time, each non-employee director
will be granted an Option to purchase 50,000 shares of Common Stock (the “Initial Grant”). Each Initial Grant
shall vest and become exercisable in three annual installments of 34 percent, 33 percent and 33 percent,
respectively, commencing on the first anniversary of the date of grant and subject to the director continuing to
serve on the Board of Directors through each vesting date.
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