Autodesk 2009 Annual Report Download - page 74

(e) Death of Participant. In the event of the death of a Participant during the term of an Option, the
Option shall become fully exercisable, including as to Shares for which it would not otherwise be exercisable and
may be exercised, at any time within twelve (12) months following the date of death, by the Participant’s estate
or by a person who acquired the right to exercise the Option by bequest or inheritance. Notwithstanding the
foregoing, in no event may the Option be exercised after its term has expired. To the extent the Option is not
exercised within the time specified herein, the Option shall terminate, and the Shares covered by such Option
shall revert to the Plan.
9. Restricted Stock.
(a) Restricted Stock Agreement. Following the grant of a Restricted Stock Award in accordance with
Section 4(c), the Board shall provide the Participant with a Restricted Stock agreement, in such form as the
Board shall approve, specifying the number of Shares granted, the Period of Restriction, and such other terms,
conditions and restrictions relating to the Restricted Stock Award. Unless the Board determines otherwise, Shares
of Restricted Stock shall be held by the Company as escrow agent until the restrictions on such Shares have
lapsed.
(b) Rights as a Stockholder. 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), no right
to vote or to receive dividends or any other rights as a stockholder shall exist with respect to Shares of Restricted
Stock. 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) as soon as practicable after the date of grant
of the Restricted Stock Award. 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 (as evidenced by the appropriate entry
on the books of the Company or of a duly authorized transfer agent of the Company), except as provided in
Section 11 of the Plan.
(c) Removal of Restrictions. Shares of Restricted Stock covered by each Restricted Stock Award made
under the Plan shall be released from escrow as soon as practicable after the last day of the Period of Restriction.
The Board, in its discretion, may accelerate the time at which any restrictions shall lapse or be removed. After the
restrictions have lapsed, the Shares shall be freely transferable by the Participant. The Board (in its discretion)
may establish procedures regarding the release of Shares from escrow and the removal of legends, as necessary
or appropriate to minimize administrative burdens on the Company.
(d) Termination of Status as a Director. In the event a Participant ceases to be a Director prior to
vesting (other than by reason of the Participant’s death), any unvested Shares of Restricted Stock shall be
forfeited by the Participant without any consideration therefor.
(e) Death. In the event a Participant ceases to be a Director by reason of the Participant’s death, the
Participant’s Restricted Stock shall become fully vested as of the date of death.
(f) Shares Available Under the Plan. Except as otherwise provided in Section 3 hereof, the grant of a
Restricted Stock Award as provided hereunder shall result in a decrease in the number of Shares that thereafter
shall be available under the Plan, by the number of Shares of Restricted Stock subject thereto. On the date set
forth in the Restricted Stock agreement, the Restricted Stock for which restrictions have not lapsed shall revert to
the Company and again shall become available for grant under the Plan.
(g) Rule 16b-3. Restricted Stock Awards to Outside Directors must comply with the applicable
provisions of Rule 16b-3 of the Exchange Act and shall contain such additional conditions or restrictions as may
be required thereunder to qualify Plan transactions, and other transactions by Outside Directors that could be
matched with Plan transactions, for the maximum exemption from Section 16 of the Exchange Act with respect
to Plan transactions.
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