Autodesk 2010 Annual Report Download - page 27

Term and Conditions of Restricted Stock. Each Award of restricted stock granted under the 2008 Plan is
evidenced by a written restricted stock agreement between the participant and Autodesk and is subject to the
following terms and conditions:
•Section 162(m) Share Limit for Restricted Stock. In order that Awards of restricted stock may qualify as
“performance-based compensation” under Section 162(m) of the Code, no participant may be granted
more than 300,000 shares of restricted stock (and/or restricted stock units) in any fiscal year, except
that up to 600,000 shares of restricted stock (and/or restricted stock units) may be granted in a
participant’s first fiscal year of service.
•Vesting and Other Restrictions. In determining whether an Award of restricted stock should be made,
and/or the vesting schedule for any such Award, the Administrator may impose whatever conditions to
vesting it determines to be appropriate. Notwithstanding the foregoing, if the Administrator desires that
the Award qualify as “performance-based compensation” under Section 162(m) of the Code, any
restrictions will be based on a specified list of performance goals (see “Performance Goals” below for
more information). The performance goals may be applied on a company-wide, business unit or
individual basis, as deemed appropriate in light of the participant’s specific responsibilities.
•Stockholder Rights. A holder of restricted stock will have the full voting rights of a holder of Common
Stock, unless determined otherwise by the Administrator. A holder of restricted stock also generally
will be entitled to receive all dividends and other distributions paid with respect to shares of Common
Stock unless otherwise provided in the Award agreement; provided, however, that dividends and
distributions generally will be subject to the same vesting criteria as the shares of restricted stock upon
which the dividend or distribution was paid.
Term and Conditions of Restricted Stock Units. Each Award of restricted stock units granted under the 2008
Plan is evidenced by a written restricted stock unit agreement between the participant and Autodesk and is
subject to the following terms and conditions:
•Section 162(m) Share Limit for Restricted Stock Units. In order that Awards of restricted stock units
may qualify as “performance-based compensation” under Section 162(m) of the Code, no participant
may be granted more than 300,000 restricted stock units (and/or shares of restricted stock) in any fiscal
year, except that up to 600,000 restricted stock units (and/or shares of restricted stock) may be granted
in a participant’s first fiscal year of service.
•Vesting and Other Restrictions. Restricted stock units are Awards that result in a payment to a
participant (in the form of cash, shares of Common Stock of equal value, or a combination of the two,
as determined by the Administrator) only if performance goals and/or other vesting criteria established
by the Administrator are achieved or the Awards otherwise vest. The applicable performance goals
(which may be solely continued employment) will be determined by the Administrator, and may be
applied on a company-wide, business unit or individual basis, as deemed appropriate in light of the
participant’s specific responsibilities. If the Administrator desires that the Award qualify as
“performance-based compensation” under Section 162(m) of the Code, the vesting criteria will be
based on a specified list of performance goals (see “Performance Goals” below for more information).
Performance Goals. The Administrator (in its discretion) may make performance goals applicable to a
participant with respect to an Award. If the Administrator desires that an Award qualify as “performance-based
compensation” under Section 162(m) of the Code (discussed below), then at the Administrator’s discretion, one
or more of the following performance goals may apply:
• Earnings per share
• Net income
• Operating margins
• Revenue
• Total stockholder return
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