Autodesk 2010 Annual Report Download - page 28

Each of these goals is defined in the 2008 Plan. Any criteria used may be measured, as applicable (1) on a
pro forma basis (as defined in the 2008 Plan), (2) in absolute terms, (3) in relative terms (including, but not
limited to, the passage of time and/or against another company or companies or financial metrics), (4) on a
per-share and/or share per capita basis, (5) against the performance of the Company as a whole or particular
segments or products of the Company, and/or (6) on a pre-tax or after-tax basis.
By granting Awards that vest upon achievement of performance goals, the Administrator may be able to
preserve the Company’s deduction for certain compensation in excess of $1,000,000. Section 162(m) of the Code
limits the Company’s ability to deduct annual compensation paid to our Chief Executive Officer and other
“covered employees” as determined under Section 162(m) of the Code and applicable guidance to $1,000,000 per
individual. However, the Company can preserve the deductibility of certain compensation in excess of
$1,000,000 if the conditions of Section 162(m) of the Code are met. These conditions include stockholder
approval of the 2008 Plan, setting limits on the number of Awards that any individual may receive, and for
Awards other than stock options, establishing performance criteria that must be met before the Award actually
will vest or be paid. The performance goals listed above, as well as the per person limits on shares covered by
Awards, permit the Administrator to grant Awards that qualify as performance-based for purposes of satisfying
the conditions of Section 162(m) of the Code, thereby permitting the Company to receive a federal income tax
deduction in connection with such Awards.
Leave of Absence. In the event that an employee goes on a leave of absence approved by the Administrator,
Award vesting will continue during such leave, except as required by law or as otherwise determined by the
Administrator.
Non-Transferability of Awards. Unless otherwise determined by the Administrator, an Award granted under
the 2008 Plan 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 and may be exercised, during the lifetime of the recipient,
only by the recipient. If the Administrator makes an Award transferable, such Award will contain such additional
terms and conditions as the Administrator deems appropriate; provided, however, that such Award may not be
transferred for value.
Adjustments Upon Changes in Capitalization. In the event that our capital stock is changed by reason of any
stock split, reverse stock split, stock dividend, combination or reclassification of our Common Stock or any other
increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration
by us, appropriate proportional adjustments will be made in the number of shares subject to the 2008 Plan, the
individual fiscal year limits applicable to Awards, the number of shares of stock subject to any Award
outstanding under the 2008 Plan, and the exercise price of any such outstanding option. Any such adjustment will
be made by the Administrator, whose determination will be conclusive.
Dissolution or Liquidation. In the event of a proposed dissolution or liquidation of Autodesk, the
Administrator is required to provide notice to each participant as soon as practicable prior to the effective date of
such proposed transaction. The Administrator in its discretion may permit a participant to exercise his or her
Award until ten (10) days prior to such transaction as to all of the shares covered by an Award. In addition, the
Administrator may provide that any Company repurchase option or forfeiture rights applicable to any Award will
lapse in full, and that any Award vesting will fully accelerate, provided the proposed dissolution or liquidation
takes place at the time and in the manner contemplated. To the extent it has not been previously exercised, an
Award will terminate immediately prior to the consummation of such proposed action.
Change of Control. In the event of a change of control, the successor corporation (or its parent or
subsidiary) is required to assume or substitute each outstanding Award. If the successor corporation refuses to
assume the Awards or to substitute equivalent Awards, such stock options, and if the stockholder approve the
amendment of the 2008 Plan, restricted stock and restricted stock units, will become 100% vested, all restrictions
on restricted stock will lapse, and all performance goals or other vesting criteria with respect to Awards with
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