Autodesk 2010 Annual Report Download - page 26

Term. The 2008 Plan is currently set to expire on March 31, 2011. If stockholders approve the amendment
to the 2008 Plan, the term of the 2008 Plan will be extended until June 28, 2013.
No Repricing. The 2008 Plan prohibits repricing of stock options, including by way of an exchange for
Awards with a lower exercise price, a different type of Award, cash, or a combination thereof, unless stockholder
approval is obtained.
Terms and Conditions of Stock Options. Each stock option granted under the 2008 Plan is evidenced by a
written stock option agreement between the optionee and Autodesk and is subject to the following terms and
conditions:
•Section 162(m) Share Limit for Stock Options. In order that stock options may qualify as “performance-
based compensation” under Section 162(m) of the Code, no participant may be granted stock options to
purchase more than 1,500,000 shares in any fiscal year, except that up to 3,000,000 shares may be
granted in a participant’s first fiscal year of service.
•Exercise Price. The Administrator sets the exercise price of the shares subject to each stock option,
provided that the exercise price cannot be less than 100% of the fair market value of our Common
Stock on the stock option grant date. In addition, the exercise price of an incentive stock option must be
at least 110% of fair market value if, on the grant date, the participant owns stock possessing more than
10% of the total combined voting power of all classes of stock of Autodesk or any of its subsidiaries (a
“10% Stockholder”).
•Form of Consideration. The means of payment for shares issued upon exercise of a stock option is
specified in each stock option agreement. Payment may generally be made by cash, check, other shares
of Autodesk’s Common Stock owned by the optionee, delivery of a properly executed notice with such
other documentation as the Administrator and broker may require and the sale proceeds required to pay
the exercise price or by a combination of the foregoing.
•Exercise of the Stock Option. Each stock option agreement will specify the term of the stock option and
the date when the stock option is to become exercisable. The 2008 Plan, as amended, provides that in
no event may a stock option granted under the 2008 Plan be exercised more than seven (7) years after
the date of grant. Moreover, in the case of an incentive stock option granted to a 10% Stockholder, the
term of the stock option will be for no more than five (5) years from the date of grant. If the
stockholders approve the amendment to the 2008 Plan, a stock option award under the 2008 Plan, as
amended, may be exercisable for up to ten (10) years after the date of grant.
•Termination of Employment. If an optionee’s employment terminates for any reason (other than death
or permanent disability), all vested stock options held by such optionee under the 2008 Plan expire
upon the earlier of (i) such period of time as is set forth in his or her stock option agreement, which
Autodesk currently sets at from three to twelve months, or (ii) the expiration date of the stock option.
•Permanent Disability. If an optionee is unable to continue employment as a result of permanent and
total disability (as defined in the Code), all vested stock options held by such optionee under the 2008
Plan expire upon the earlier of (i) twelve months after the date of termination of the optionee’s
employment or (ii) the expiration date of the stock option.
•Death. If an optionee dies while employed by us, all stock options held by such optionee under the
2008 Plan expire upon the earlier of (i) twelve months after the optionee’s death or (ii) the expiration
date of the Option. The executor or other legal representative of the optionee may exercise all or part of
the optionee’s Option at any time before such expiration with respect to all shares subject to such
Option.
•ISO Limitation. If the aggregate fair market value of all shares subject to an optionee’s incentive stock
option that are exercisable for the first time during any calendar year exceeds $100,000, the excess
stock options will be treated as nonstatutory stock options.
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