Autodesk 2010 Annual Report Download - page 82

(iii) the sale or disposition by the Company of all or substantially all the Company’s assets; or
(iv) a change in the composition of the Board, as a result of which fewer than a majority of the
Directors are Incumbent Directors. “Incumbent Directors” shall mean Directors who either (A) are Directors as
of the date this Plan is approved by the Board, or (B) are elected, or nominated for election, to the Board with the
affirmative votes of at least a majority of the Directors and whose election or nomination was not in connection
with any transaction described in (i) or (ii) above or in connection with an actual or threatened proxy contest
relating to the election of directors of the Company.
(g) “Code” means the Internal Revenue Code of 1986, as amended. Reference to a specific section of
the Code or regulation thereunder shall include such section or regulation, any valid regulation promulgated
under such section, and any comparable provision of any future legislation or regulation amending,
supplementing or superseding such section or regulation.
(h) “Committee” means a Committee appointed by the Board in accordance with Section 4 of the Plan.
(i) “Common Stock” means the Common Stock of the Company.
(j) “Company” means Autodesk, Inc., a Delaware corporation, or any successor thereto.
(k) “Date of Grant” means, with respect to an Award, the date that the Award is granted and its
exercise price is set (if applicable), consistent with Applicable Laws and applicable financial accounting rules.
(l) “Director” means a member of the Board.
(m) “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code.
(n) “Earnings Per Share” means, as to any Performance Period, the Company’s or a business unit’s
fully diluted earnings per share as defined by generally accepted accounting principles.
(o) “Effective Date” means June 10, 2010.
(p) “Employee” means any person employed by the Company or any Parent or Subsidiary of the
Company. An Employee shall not cease to be an Employee in the case of (i) any leave of absence approved by
the Company or (ii) transfers between locations of the Company or between the Company, its Parent, any
Subsidiary, or any successor. For purposes of Incentive Stock Options, no such leave may exceed ninety days,
unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon
expiration of a leave of absence approved by the Company is not so guaranteed, then three (3) months following
the 91st day of such leave any Incentive Stock Option held by the Participant shall cease to be treated as an
Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option.
(q) “Exchange Act” means the Securities Exchange Act of 1934, as amended. Reference to a specific
section of the Exchange Act or regulation thereunder shall include such section or regulation, any valid
regulation promulgated under such section, and any comparable provision of any future legislation or regulation
amending, supplementing or superseding such section or regulation.
(r) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:
(i) If the Common Stock is listed on any established stock exchange or a national market system,
including without limitation the Nasdaq National Market of the National Association of Securities Dealers, Inc.
Automated Quotation (“Nasdaq”) System, the Fair Market Value of a Share of Common Stock shall be the
closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such system or
exchange (or the exchange with the greatest volume of trading in Common Stock) on the day of determination, as
reported in The Wall Street Journal or such other source as the Administrator deems reliable; or
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