Autodesk 2009 Annual Report Download - page 73

(c) No Repricing. The per Share exercise price for Optioned Stock may not be reduced without the
consent of the Company’s stockholders. This shall include, without limitation, a repricing of the Optioned Stock
as well as an Option exchange program whereby the Participant agrees to cancel an existing Option in exchange
for an Option, a Restricted Stock Award, cash, or a combination thereof.
8. Exercise of Option.
(a) Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder shall be
exercisable at such times as are set forth in Section 4(b) hereof.
An Option may not be exercised for a fraction of a Share.
An Option shall be deemed to be exercised when the Company receives: (i) written or electronic notice of
such exercise (in accordance with the Option agreement) from the person entitled to exercise the Option and
(ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any
consideration and method of payment allowable under Section 7(b) of the Plan. Until the Participant becomes a
registered shareholder (as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) of such Shares, no right to vote or receive dividends or any other
rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option.
A Participant shall become a registered shareholder (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company) for the number of Shares so acquired as soon as
practicable after exercise of the Option. No adjustment will be made for a dividend or other right for which the
record date is prior to the date the Participant becomes a registered shareholder, except as provided in Section 11
of the Plan.
Except as otherwise provided in Section 3, exercise of an Option in any manner shall result in a decrease in
the number of Shares which thereafter may be available, both for purposes of the Plan and for sale under the
Option, by the number of Shares as to which the Option is exercised.
(b) Rule 16b-3. Options granted to Outside 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.
(c) Termination of Status as a Director. If a Participant ceases to serve as a Director, the Participant
may, but only within seven (7) months after the date the Participant ceases to be a Director, exercise his or her
Option to the extent that the Participant was entitled to exercise it at the date of such termination; provided,
however, that if a Participant ceases to serve as a Director upon a Qualified Retirement, then the Participant may,
but only within three (3) years after the date the Participant ceases to be a Director, exercise his Option to the
extent the Participant was entitled to exercise it at the date of such Qualified Retirement. Notwithstanding the
foregoing, in no event may the Option be exercised after its term has expired. To the extent that the Participant
was not entitled to exercise an Option at the date of such termination, or if the Participant does not exercise such
Option (which the Participant was entitled to exercise) within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.
(d) Disability of Participant. Notwithstanding the provisions of Section 8(c) above, in the event a
Participant is unable to continue his or her service as a Director as a result of his or her total and permanent
disability (as defined in Section 22(e)(3) of the Code), the Participant may, but only within twelve (12) months
from the date of termination, exercise his or her Option to the extent the Option was exercisable on the date of
such termination. Notwithstanding the foregoing, in no event may the Option be exercised after its term has
expired. To the extent that the Participant was not entitled to exercise the Option at the date of termination, or if
the Participant does not exercise such Option within the time specified herein, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan.
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