Autodesk 2009 Annual Report Download - page 26

In addition, each non-employee director will be granted an additional Option to purchase 20,000 shares of
Common Stock on the date of each annual meeting of stockholders (the “Annual Grant”), provided that such
director has served on the Board of Directors for at least six full months prior to that date and remains a member
of the Board of Directors on that date. Each Annual Grant currently shall vest and become exercisable on the date
of the next annual meeting of stockholders, provided that the director continues to serve on the Board of
Directors on that date.
Term of Option; Option Agreement. Options granted under the Plan shall have a term of seven years. Each
Option shall be evidenced by a stock option agreement between Autodesk and the director to whom such Option
is granted.
Exercise Price; Exercise of Option. The per share exercise price of each Option granted under the Plan shall
be 100 percent of the fair market value per share on the date the Option is granted. As long as the Common Stock
is traded on The NASDAQ Stock Market LLC (NASDAQ Global Select Market), the fair market value of a share
shall be the closing sales price for such stock on the date of grant.
Each Option is exercisable only while the non-employee director remains a director of Autodesk, subject to
certain circumstances described below. An Option is exercised by giving written notice of the exercise to
Autodesk, specifying the number of full shares to be purchased and tendering payment of the purchase price.
Form of Consideration. The consideration to be paid for the shares to be issued upon exercise of an Option
under the Plan may consist of (1) cash, (2) check, (3) other shares of Autodesk’s Common Stock which, in the
case of the shares acquired upon exercise of an Option, have been beneficially owned for at least six months or
which were not acquired directly or indirectly from Autodesk, with a fair market value on the exercise date equal
to the aggregate exercise price of the shares being purchased, (4) any combination of the foregoing methods or
(5) such other consideration and method of payment to the extent permitted by applicable law.
Rule 16b-3. Options granted to non-employee directors must comply with the applicable provisions of
Rule 16b-3 promulgated under the Exchange Act or any successor thereto and shall contain such additional
conditions or restrictions as may be required thereunder to qualify for the maximum exemption from Section 16
of the Exchange Act with respect to Plan transactions.
Termination of Status as a Director. If a non-employee director ceases to serve as a director of Autodesk,
Options outstanding under the Plan currently may be exercised within seven months after he or she ceases to
serve as a director (but not beyond the term of the Option), to the extent such Options were exercisable on the
date of termination. However, following a director’s qualified retirement from the Board of Directors, such
director shall have three years from the date of such retirement (but not beyond the term of the Option) to
exercise any Options granted pursuant to the Plan, to the extent that such Options were exercisable on the date of
retirement. A qualified retirement occurs when a director has either (i) reached age 62 and served as a director of
Autodesk for five years or (ii) served as a director of Autodesk for 10 years.
Disability. If a non-employee director ceases to serve on the Board of Directors due to a total and permanent
disability, options outstanding under the Plan may be exercised within 12 months after termination, to the extent
that such Options were exercisable at the date of termination.
Death of Optionee. If a non-employee director should die while serving on our Board of Directors, Options
may be exercised at any time within 12 months after death, including those Options which had not previously
vested.
Termination of Options. No Option is exercisable by any person after the expiration of its term.
Nontransferability. An Option granted under the Plan is nontransferable by the holder other than by will or
the laws of descent and distribution and is exercisable during the director’s lifetime only by the director, or in the
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