Autodesk 2010 Annual Report Download - page 83

(ii) In the absence of an established market for the Common Stock, the Fair Market Value shall be
determined in good faith by the Administrator.
(s) “Fiscal Year” means a fiscal year of the Company.
(t) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within
the meaning of Section 422 of the Code and the regulations promulgated thereunder.
(u) “Net Income” means, as to any Performance Period, the net income of the Company for the
Performance Period determined in accordance with generally accepted accounting principles.
(v) “Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option.
(w) “Notice of Grant” means a written or electronic notice evidencing certain terms and conditions of
an individual Award. The Notice of Grant is part of the Award Agreement.
(x) “Operating Margins” means the ratio of Operating Income to Revenue.
(y) “Operating Income” means the Company’s or a business unit’s income from operations determined
in accordance with generally accepted accounting principles.
(z) “Option” means a stock option granted pursuant to the Plan.
(aa) “Option Agreement” means a written or electronic agreement between the Company and a
Participant evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject
to the terms and conditions of the Plan.
(bb) “Parent” means a “parent corporation”, whether now or hereafter existing, as defined in
Section 424(e) of the Code.
(cc) “Participant” means the holder of an outstanding Award granted under the Plan.
(dd) “Performance Goals” means the goal(s) (or combined goal(s)) determined by the Administrator
(in its discretion) to be applicable to a Participant with respect to an Award. As determined by the Administrator,
the Performance Goals applicable to an Award may provide for a targeted level or levels of achievement using
one or more of the following measures: (a) Revenue, (b) Earnings Per Share, (c) Net Income, (d) Operating
Margins, and (e) Total Stockholder Return. The Performance Goals may differ from Participant to Participant
and from Award to Award. Any criteria used may be measured, as applicable, (i) on Pro Forma numbers, (ii) in
absolute terms, (iii) in relative terms (including, but not limited, the passage of time and/or against other
companies or financial metrics), (iv) on a per share and/or share per capita basis, (v) against the performance of
the Company as a whole or against particular segments or products of the Company and/or (vi) on a pre-tax or
after-tax basis. Prior to the Determination Date, the Administrator shall determine whether any element(s) (for
example, but not by way of limitation, the effect of mergers or acquisitions) shall be included in or excluded
from the calculation of any Performance Goal with respect to any Participants (whether or not such
determinations result in any Performance Goal being measured on a basis other than generally accepted
accounting principles).
(ee) “Performance Period” means any Fiscal Year or such longer period as determined by the
Administrator in its sole discretion.
(ff) “Period of Restriction” means the period during which the transfer of Shares of Restricted Stock
are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. As provided in
Section 9, such restrictions may be based on the passage of time, the achievement of target levels of
performance, or the occurrence of other events as determined by the Administrator, in its discretion.
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