Autodesk 2010 Annual Report Download - page 84

(gg) “Plan” means this 2008 Employee Stock Plan, as set forth in this instrument and as hereafter
amended from time to time.
(hh) “Pro Forma” means calculation of a Performance Goal in a manner that excludes certain unusual
or non-cash expenses or credits, such as restructuring expenses, extraordinary tax events, expenses or credits
related to stock options, other equity compensation or the like, acquisition related expenses, extraordinary items,
income or loss from discontinued operations, and/or gains or losses from early extinguishment of debt instead of
conforming to generally accepted accounting principles.
(ii) “Restricted Stock” means an Award granted to a Participant pursuant to Section 9.
(jj) “Restricted Stock Unit” means an Award granted to a Participant pursuant to Section 10.
(kk) “Revenue” means the Company’s or a business unit’s net sales for the Performance Period,
determined in accordance with generally accepted accounting principles.
(ll) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect
when discretion is being exercised with respect to the Plan.
(mm) “Section 16(b)” means Section 16(b) of the Securities Exchange Act of 1934, as amended.
(nn) “Share” means a share of the Common Stock, as adjusted in accordance with Section 13 of the Plan.
(oo) “Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as defined in
Section 424(f) of the Code.
(pp) “Total Stockholder Return” means the total return (change in share price plus reinvestment of any
dividends) of a share of the Company’s common stock.
3. Stock Subject to the Plan.
(a) Subject to the provisions of Section 13 of the Plan, the maximum aggregate number of Shares
which may be issued under the Plan is equal to 15,500,000 Shares plus that number of shares remaining for
issuance under the 2008 Plan as of June [ ], 2010, not to exceed 500,000 shares. No more than 2,500,000 of the
Shares available under the Plan may be issued pursuant to Awards that are not Options.
(b) The Shares may be authorized, but unissued, or reacquired Common Stock. If an Award expires or
becomes unexercisable without having been exercised in full, or with respect to Restricted Stock or Restricted
Stock Units, is forfeited to or repurchased by the Company, the unpurchased Shares (or for Awards other than
Options, the forfeited or repurchased Shares) which were subject thereto will become available for future grant or
sale under the Plan (unless the Plan has terminated). Shares that have actually been issued under the Plan under
any Award will not be returned to the Plan and will not become available for future distribution under the Plan;
provided, however, that if unvested Shares of Restricted Stock or Restricted Stock Units are repurchased by the
Company or are forfeited to the Company, such Shares will become available for future grant under the Plan.
Shares used to pay the tax and exercise price of an Award will not become available for future grant or sale under
the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will
not result in reducing the number of Shares available for issuance under the Plan. Notwithstanding the foregoing
and, subject to adjustment provided in Section 13, the maximum number of Shares that may be issued upon the
exercise of Incentive Stock Options shall equal the aggregate Share number stated in this Section 3(a), plus, to
the extent allowable under Section 422 of the Code, any Shares that become available for issuance under the Plan
under this Section 3(b).
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