Autodesk 2010 Annual Report Download - page 78

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(b) Any rule or decision by the Committee that is not inconsistent with the provisions of the Plan shall
be conclusive and binding on all persons, and shall be given the maximum deference permitted by law.
4) Eligibility. The employees eligible to participate in the Plan for a given Performance Period shall be
determined by the Committee, and are generally expected to include executive officers of the Company who are
subject to Section 16 of the Securities and Exchange Act of 1934 and any other key employees who are
specifically designated by the Committee for participation in the Plan in its sole discretion. Executives who earn
sales commissions are generally not included in the Plan. Unless specifically excepted, a Participant must be
actively employed on the last day of the Performance Period to be eligible to receive a payment hereunder. No
person shall be automatically entitled to participate in the Plan.
5) Performance Goal Determination. On the Target Determination Date, the Committee, in its sole
discretion, shall establish the Performance Goals for each Participant for the Performance Period. Such
Performance Goals shall be set forth in writing on or prior to the Target Determination Cutoff Date.
6) Target Award Determination. On the Target Determination Date, the Committee, in its sole discretion,
shall establish a Target Award for each Participant. Each Participant’s Target Award shall be determined by the
Committee in its sole discretion, and each Target Award shall be set forth in writing on or prior to the Target
Determination Cutoff Date.
7) Determination of Payout Formula. On the Target Determination Date, the Committee, in its sole
discretion, shall establish a Payout Formula for purposes of determining the Award (if any) payable to each
Participant. Each Payout Formula (a) shall be set forth in writing on or prior to the Target Determination Cutoff
Date, (b) shall provide for the payment of a Participant’s Award if the Performance Goals for the Performance
Period are achieved, and (c) may provide for an Award payment greater than or less than the Participant’s Target
Award, depending upon the extent to which the Performance Goals are achieved. Notwithstanding the preceding,
in no event shall a Participant’s Award for any Performance Period exceed the Maximum Award.
8) Payout Determination; Award Payment.
(a) Payout Determination and Certification. On the Payout Determination Date, the Committee shall
certify in writing (which may be by approval of the minutes in which the certification was made) the extent to
which the Performance Goals applicable to each Participant for the Performance Period were achieved or
exceeded. The Award for each Participant shall be determined by applying the Payout Formula to the level of
actual performance that has been certified by the Committee. Notwithstanding any contrary provision of the Plan,
the Committee, in its sole discretion, may eliminate or reduce the Award payable to any Participant below that
which otherwise would be payable under the Payout Formula.
(b) Right to Receive Payment. Each Award under the Plan shall be paid solely from the general assets
of the Company. Nothing in this Plan shall be construed to create a trust or to establish or evidence any
Participant’s claim of any right to payment of an Award other than as an unsecured general creditor with respect
to any payment to which he or she may be entitled.
(c) Form of Distributions. The Company shall distribute all Awards to the Participant in cash.
(d) Timing of Distributions. Subject to Section 8(e) below, the Company shall distribute amounts
payable to Participants as soon as is practicable following the determination and written certification of the
Award for a Performance Period, but in no event later than 2
1
⁄
2
months after the end of the applicable
Performance Period.
(e) Deferral. The Committee may defer payment of Awards, or any portion thereof, to Participants as
the Committee, in its discretion, determines to be necessary or desirable to preserve the deductibility of such
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