Autodesk 2010 Annual Report Download - page 25

guidelines provide that, within a four-year period, executive officers should attain an investment position in
Autodesk stock equal to a fixed number of shares, depending on the individual’s scope of responsibilities, and
directors should attain an investment position in Autodesk stock of at least 5,000 shares. The Board of Directors
reviews progress against these guidelines annually and updates them as appropriate. See “Executive
Compensation—Compensation Discussion and Analysis” below for additional information regarding the
Company’s voluntary stock ownership guidelines.
Prohibition Against Stock Option Repricings. By prohibiting the repricing of stock options in each of the
2008 Plan and the 2010 Outside Directors’ Stock Plan, the Board of Directors has eliminated the possibility of
achieving gain from stock options unless all stockholders can benefit from the effect of an increase in stock price.
Description of the 2008 Plan
The following paragraphs provide a summary of the principal features of the 2008 Plan. This summary does
not purport to be complete and is subject to, and qualified in its entirety by, the provisions of the 2008 Plan,
including the proposed amendments, which is attached hereto as Appendix B. Capitalized terms that are not
defined have the meanings set forth in the 2008 Plan.
Awards. The 2008 Plan permits the grant of incentive stock options, nonstatutory stock options, restricted
stock, and restricted stock units (each individually, an “Award”).
Stock Subject to the 2008 Plan. The number of shares of our Common Stock initially reserved for issuance
under the 2008 Plan was 16,500,000 shares, plus a number of additional shares equal to that number of shares
that had been reserved but not issued nor subject to outstanding equity awards under the 2006 Employee Stock
Plan as of the termination of the 2006 Employee Stock Plan in March 2008 (not to exceed 1,000,000 shares). If
stockholders approve the amendments to the 2008 Plan, the number of shares of Common Stock reserved for
issuance under the 2008 Plan will be increased by 15.5 million shares. However, no more than 2,500,000 of the
15.5 million shares added to the 2008 Plan may be issued pursuant to Awards of restricted stock and restricted
stock units.
Administration. The 2008 Plan may be administered by the Board of Directors or a committee of the Board
of Directors (the “Administrator”). Subject to the provisions of the 2008 Plan, the Administrator has the authority
to: (1) construe and interpret the 2008 Plan and Awards granted under the 2008 Plan and apply its provisions,
(2) prescribe, amend or rescind rules and regulations relating to the 2008 Plan, (3) select the persons to whom
Awards are to be granted, (4) determine the number of shares to be made subject to each Award, (5) determine
whether and to what extent Awards are to be granted, (6) determine the terms, conditions and restrictions
applicable to Awards generally and to each individual Award (including the provisions of the Award agreement
to be entered into between Autodesk and the participant), (7) modify or amend any outstanding Award subject to
applicable legal restrictions (except that repricing of a stock option without stockholder approval is prohibited),
(8) authorize any person to execute, on our behalf, any instrument required to effect the grant of an Award,
(9) approve forms of Award agreement for use under the 2008 Plan, (10) allow participants to satisfy withholding
tax obligations by, among other things, electing to have Autodesk withhold from the shares to be issued upon
exercise or vesting of an Award that number of shares having a fair market value equal to the minimum amount
required to be withheld, (11) determine the fair market value of our Common Stock, (12) approve the forms of
agreement for use under the 2008 Plan, and (13) subject to certain limitations, take any other actions deemed
necessary or advisable for the administration of the 2008 Plan. All decisions, interpretations and other actions of
the Administrator will be final and binding on all holders of Awards and on all persons deriving their rights
therefrom. The Board of Directors has currently delegated to the Compensation and Human Resources
Committee authority to grant equity awards to all employees including executive officers of Autodesk.
Eligibility to Receive Awards. The 2008 Plan provides that stock options, restricted stock and restricted
stock units may be granted only to our employees.
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