Autodesk 2010 Annual Report Download - page 79

amounts under Section 162(m). In addition, the Committee, in its sole discretion, may permit a Participant to
defer receipt of the payment of cash that would otherwise be delivered to a Participant under the Plan. Any such
deferral elections shall be subject to such rules and procedures as shall be determined by the Committee in its
sole discretion.
9) Non-Performance-Based Compensation Bonuses. Notwithstanding and without regard to any other
provision in this Plan, the Committee may determine to pay cash bonuses hereunder that are not intended to
constitute Performance-Based Compensation and which shall be payable pursuant to such terms and conditions
as the Committee may determine in its sole discretion; provided, however, that in no event shall payment of a
bonus hereunder that is not intended to be Performance-Based Compensation be contingent upon failure to
achieve the performance goals under an otherwise performance-based arrangement, in accordance with
Section 1.162-27(e)(2)(v) of the regulations promulgated under Section 162(m).
10) Term of Plan. The Plan was approved by the Company’s stockholders on June 23, 2005, and shall
continue until terminated under Section 11 of the Plan.
11) Amendment and Termination of the Plan. The Committee may amend, modify, suspend or terminate the
Plan, in whole or in part, at any time, including adopting amendments deemed necessary or desirable to correct
any defect or to supply omitted data or to reconcile any inconsistency in the Plan or in any Award granted
hereunder; provided, however, that no amendment, alteration, suspension or discontinuation shall be made which
would (i) impair any payments to Participants made prior to such amendment, modification, suspension or
termination, unless the Committee has made a determination that such amendment or modification is in the best
interests of all persons to whom Awards have theretofore been granted; provided further, however, that in no
event may such an amendment or modification result in an increase in the amount of compensation payable
pursuant to such Award or (ii) cause compensation that is, or may become, payable hereunder to fail to qualify as
Performance-Based Compensation. To the extent necessary or advisable under applicable law, including
Section 162(m), Plan amendments shall be subject to stockholder approval. At no time before the actual
distribution of funds to Participants under the Plan shall any Participant accrue any vested interest or right
whatsoever under the Plan except as otherwise stated in this Plan.
12) Withholding. Distributions pursuant to this Plan shall be subject to all applicable federal and state tax
and withholding requirements.
13) At-Will Employment. No statement in this Plan should be construed to grant any employee an
employment contract of fixed duration or any other contractual rights, nor should this Plan be interpreted as
creating an implied or an expressed contract of employment or any other contractual rights between the Company
and its employees. The employment relationship between the Company and its employees is terminable at-will.
This means that an employee of the Company may terminate the employment relationship at any time and for
any reason or no reason.
14) Successors. All obligations of the Company under the Plan, with respect to awards granted hereunder,
shall be binding on any successor to the Company, whether the existence of such successor is the result of a
direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business or assets
of the Company.
15) Indemnification. Each person who is or shall have been a member of the Committee, or of the Board,
shall be indemnified and held harmless by the Company against and from (a) any loss, cost, liability, or expense
that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim,
action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of
any action taken or failure to act under the Plan or any award, and (b) from any and all amounts paid by him or
her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in
any such claim, action, suit, or proceeding against him or her, provided he or she shall give the Company an
opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend
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