Autodesk 2009 Annual Report Download - page 76

Option immediately prior to the merger or sale of assets, the consideration (whether stock, cash, or other
securities or property) received in the merger or sale of assets by holders of Common Stock for each Share held
on the effective date of the transaction (and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding Shares).
12. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may at any time amend, alter, suspend, or discontinue the
Plan, but no amendment, alteration, suspension, or discontinuation shall be made which would impair the rights
of any Participant under any grant theretofore made, without his or her consent. In addition, to the extent
necessary and desirable to comply with any applicable law or regulation, the Company shall obtain stockholder
approval of any Plan amendment in such a manner and to such a degree as required.
(b) Effect of Amendment or Termination. Any such amendment or termination of the Plan shall not
impair the rights of any Participant under Options or Restricted Stock already granted without his or her consent
and, in the absence of such consent, such Options and Restricted Stock shall remain in full force and effect as if
this Plan had not been amended or terminated.
13. Time of Granting Options or Restricted Stock Awards. The date of grant of an Option or Restricted
Stock Award shall, for all purposes, be the date determined in accordance with Section 4 hereof. Notice of the
determination shall be given to each Outside Director to whom an Option or Restricted Stock Award is so
granted within a reasonable time after the date of such grant.
14. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to the exercise of an Option or
grant of a Restricted Stock Award unless the exercise of such Option or grant of such Restricted Stock Award
and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations
promulgated thereunder, state securities laws, and the requirements of any stock exchange upon which the Shares
may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such
compliance.
As a condition to the exercise of an Option or receipt of Shares under a Restricted Stock Award, the
Company may require the person exercising such Option or receiving Shares of Restricted Stock to represent and
warrant at the time of any such exercise or receipt that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares, if, in the opinion of counsel for the Company, such
a representation is required by any of the aforementioned relevant provisions of law.
Inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder,
shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such
requisite authority shall not have been obtained.
15. Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep
available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.
16. Agreements. Options and Restricted Stock Awards shall be evidenced by written agreements in such
form as the Board shall approve.
17. Stockholder Approval. Continuance of the Plan shall be subject to approval by the stockholders of the
Company at or prior to the first annual meeting of stockholders held subsequent to the adoption of the Plan. Such
stockholder approval shall be obtained in the degree and manner required under applicable state and federal law.
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