Autodesk 2009 Annual Report Download - page 69

APPENDIX A
AUTODESK, INC.
2010 OUTSIDE DIRECTORS’ STOCK PLAN
1. Purposes of the Plan. The purposes of this 2010 Outside Directors’ Stock 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 a share of Common Stock as determined
by the Board, in its discretion, subject to the following:
(i) If, on such date, the Common Stock is listed on any established national or regional securities
exchange or market system, the Fair Market Value of a Share of Common Stock shall be the closing price of the
Common Stock as quoted on the national or regional securities exchange or market system constituting the
primary market for the Common Stock. If the relevant date does not fall on a day on which the Common Stock
has traded on such securities exchange or market system, the date on which the Fair Market Value shall be
established shall be the last day on which the Common Stock was so traded prior to the relevant date, or such
other appropriate day as shall be determined by the Board, in its discretion.
(ii) If, on such date, the Common Stock is not listed on any established national or regional
securities exchange or market system, the Fair Market Value of a share of Common Stock shall be as determined
by the Board in good faith without regard to any restriction other than a restriction which, by its terms, will never
lapse, and in a manner consistent with the requirements of Section 409A of the Code.
(i) “Option” means an option to purchase Common Stock granted pursuant to the Plan.
(j) “Optioned Stock” means the Common Stock subject to an Option.
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