Autodesk 2009 Annual Report Download - page 75

10. Non-Transferability of Options and Restricted Stock Awards. Unless otherwise determined by the Board,
Options and Restricted Stock Awards may not be sold, pledged, assigned, hypothecated, transferred, or disposed
of in any manner other than by will or by the laws of descent or distribution. Options may be exercised, during
the lifetime of the Participant, only by the Participant. If the Board makes an Option or Restricted Stock Award
transferable, such award shall contain such additional terms and conditions as the Board deems appropriate. Any
such transfer shall comply with applicable law and shall be made in accordance with such procedures as the
Board may specify from time to time.
11. Adjustments Upon Changes in Capitalization, Dissolution, Merger, Asset Sale or Change of Control.
(a) Changes in Capitalization. Subject to any required action by the stockholders of the Company, the
number of Shares covered by each outstanding Option and Restricted Stock Award, the number of Shares which
have been authorized for issuance under the Plan but as to which no Options or Restricted Stock Awards have yet
been granted or which have been returned to the Plan upon cancellation or expiration of an Option or forfeiture of
Restricted Stock, as well as the price per Share covered by each such outstanding Option, as applicable, shall be
proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a stock split,
spin off, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other
increase or decrease in the number of issued Shares effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities of the Company shall not be deemed to have
been “effected without receipt of consideration.” Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect,
and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an
Option or Restricted Stock Award.
(b) Dissolution or Liquidation. In the event of a proposed dissolution or liquidation of the Company,
Options and Restricted Stock (other than Restricted Stock granted in accordance with Section 4(c)(iii)) shall
become fully vested and, in the case of Options, fully exercisable, including as to Shares as to which it would not
otherwise be exercisable. To the extent an Option remains unexercised at the time of the dissolution or
liquidation, the Option shall terminate.
(c) Merger or Asset Sale. In the event of (i) a merger of the Company with or into another corporation,
other than a merger which would result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of
the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting
securities of the Company or such surviving entity or its parent outstanding immediately after such merger or
(ii) the sale of substantially all of the assets of the Company, Restricted Stock shall fully vest and outstanding
Options may be assumed or equivalent options may be substituted by the successor corporation or a parent or
subsidiary thereof (the “Successor Corporation”). If an Option is assumed or substituted for, the Option or
equivalent option shall continue to be exercisable as provided in Section 4 hereof for so long as the Participant
serves as a Director or a director of the Successor Corporation. Following such assumption or substitution, if the
Participant’s status as a Director or director of the Successor Corporation, as applicable, is terminated other than
upon a voluntary resignation by the Participant, the Option or option shall become fully exercisable, including as
to Shares for which it would not otherwise be exercisable. Thereafter, the Option or option shall remain
exercisable in accordance with Sections 8(c) through (e) above.
If the Successor Corporation does not assume an outstanding Option or substitute for it an equivalent option,
the Option shall become fully vested and exercisable, including as to Shares for which it would not otherwise be
exercisable. In such event the Board shall notify the Participant that the Option shall be fully exercisable for a
period of thirty (30) days from the date of such notice, and upon the expiration of such period the Option shall
terminate.
For the purposes of this Section 11(c), an Option shall be considered assumed if, following the merger or
sale of assets, the Option confers the right to purchase or receive, for each Share of Optioned Stock subject to the
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