Autodesk 2009 Annual Report Download - page 70

(k) “Outside Director” means a Director who is not an Employee.
(l) “Parent” means a “parent corporation”, whether now or hereafter existing, as defined in
Section 424(e) of the Code.
(m) “Participant” means the holder of an outstanding Option or Restricted Stock Award granted under
the Plan.
(n) “Period of Restriction” means the period during which the transfer of Shares of Restricted Stock are
subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture.
(o) “Plan” means this 2010 Outside Directors’ Stock Plan, as set forth in this instrument and as
hereafter amended from time to time.
(p) “Qualified Retirement” means a retirement from the Board after the retiring Director either (i) has
attained 62 years of age and has served on the Board for at least five (5) years, or (ii) has served on the Board for
at least ten (10) years.
(q) “Restricted Stock” means an award granted to an Outside Director in accordance with Section 4(c)
of this Plan.
(r) “Restricted Stock Award” means the Company’s grant of Restricted Stock pursuant to Section 4(c)
of the Plan.
(s) “Share” means a share of the Common Stock, as adjusted in accordance with Section 11 of the Plan.
(t) “Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as defined in
Section 424(f) of the Code.
3. Stock Subject to the Plan. Subject to the provisions of Section 11 of the Plan, the maximum aggregate
number of Shares that may be issued under the Plan is 2,500,000 Shares. The Shares may be authorized, but
unissued, or reacquired Common Stock. In addition, Shares available but not previously granted under the
Autodesk, Inc. 2000 Directors Option Plan prior to its expiration may be issued under the Plan, not to exceed
500,000 Shares.
4. Administration of and Grants under the Plan.
(a) Administration. Except as otherwise required herein, the Plan shall be administered by the Board.
All grants of Options and Restricted Stock under this Plan shall be automatic and nondiscretionary and shall be
made strictly in accordance with the following provisions:
(b) Option Grants.
(i) No person shall have any discretion to select which Outside Directors shall be granted Options
or to determine the number of Shares to be covered by Options.
(ii) Each Outside Director who first joins the Board shall be automatically granted an Option to
purchase 50,000 Shares (the “Initial Option”) upon the date of the first meeting of the Board at which such
person first serves as an Outside Director (which shall be (i) in the case of an Outside Director elected by the
stockholders of the Company, the first meeting of the Board after the meeting of stockholders at which such
Outside Director was elected or (ii) in the case of an Outside Director appointed by the Board to fill a vacancy,
the meeting of the Board at which such Outside Director is appointed); provided, however, that no Option shall
become exercisable under the Plan until stockholder approval of the Plan has been obtained in accordance with
Section 17 hereof.
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