Autodesk 2009 Annual Report Download - page 71

(iii) On the date of each annual stockholder meeting (an “Annual Meeting”) during the term of
this Plan, each Outside Director shall automatically receive an additional Option to purchase 20,000 Shares (the
“Annual Option”), provided that (1) the Annual Option shall be granted only to an Outside Director who has
served on the Board for at least six full months prior to the date of grant and (2) the grant of an Annual Option
shall be subject to the person’s continued service.
(iv) The terms of each Option granted hereunder shall be as follows:
(1) Each Option shall terminate, if not previously exercised or otherwise terminated, on a
date seven (7) years after the date of grant.
(2) Each Option shall be exercisable only while the Participant remains a Director of the
Company, except as set forth in Section 8 hereof.
(3) The exercise price per Share of each Option shall be 100% of the Fair Market Value per
Share on the date of grant of the Option.
(4) Each Initial Option shall become exercisable in installments cumulatively as 34%, 33%
and 33%, respectively, of the Optioned Stock, on each of the three (3) succeeding years on the anniversary of
such Option’s date of grant, for a total vesting period of approximately three (3) years, provided that the
Participant continues to serve on the Board on such dates.
(5) Each Annual Option shall become fully exercisable on the date of the Company’s next
Annual Meeting for a total vesting period of approximately one (1) year, provided that the Participant continues
to serve on the Board on such date.
(v) In the event that any Option granted under the Plan would cause the number of Shares subject
to outstanding Options plus the number of Shares previously purchased upon exercise of Options and the number
of Shares issued pursuant to Restricted Stock Awards to exceed the number of Shares authorized pursuant to
Section 3, then each such automatic grant shall be for that number of Shares determined by dividing the total
number of Shares remaining available for grant by the number of Outside Directors on the automatic grant date.
No further grants shall be made until such time, if any, as additional Shares become available for grant under the
Plan through action of the stockholders to increase the number of Shares which may be issued under the Plan or
through cancellation or expiration of Options previously granted hereunder.
(vi) The number of Options to be granted pursuant an Initial Option or an Award Option shall be
adjusted pursuant to the provisions of Section 11.
(c) Restricted Stock Awards.
(i) No person shall have any discretion to select which Outside Directors shall receive Restricted
Stock Awards or to determine the number of Shares to be covered by Restricted Stock awarded to Outside
Directors; provided, however, that nothing in this Plan shall be construed to prevent an Outside Director from
irrevocably declining to receive a Restricted Stock Award under this Plan.
(ii) On the date of each Annual Meeting during the term of this Plan, each Outside Director shall
automatically receive a Restricted Stock Award for that number of Shares determined by dividing (1) the product
of (a) fifty percent (50%) of the cash value of his or her annual retainer as an Outside Director multiplied by
(b) 1.2, by (2) the Fair Market Value of a Share on that date, rounded down to the nearest whole Share, provided
that on the date of grant of any such Restricted Stock Award such person is an Outside Director; and provided
further that sufficient Shares are available under the Plan for the grant of such Restricted Stock Award.
(iii) On or before December 31 of the calendar year prior to each Annual Meeting during the term
of this Plan, each Outside Director may make an election (the “Election”) to receive any or all of the remaining
cash balance of his or her annual retainer that will be earned for services performed as an Outside Director in
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