Autodesk 2010 Annual Report Download - page 86

(xi) to allow Participants to satisfy withholding tax obligations by electing to have the Company
withhold from the Shares to be issued upon exercise or vesting of an Award that number of Shares having a Fair
Market Value equal to the minimum amount required to be withheld (but no more). The Fair Market Value of
any Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be
determined. All elections by a Participant to have Shares withheld for this purpose shall be made in such form
and under such conditions as the Administrator may deem necessary or advisable;
(xii) to determine the terms and restrictions applicable to Awards; and
(xiii) to make all other determinations deemed necessary or advisable for administering the Plan.
(c) Effect of Administrator’s Decision. The Administrator’s decisions, determinations and
interpretations shall be final and binding on all Participants and any other holders of Awards and shall be given
the maximum deference permitted by law.
5. Eligibility. Awards may be granted only to Employees.
6. No Employment Rights. Neither the Plan nor any Award shall confer upon a Participant any right with
respect to continuing the Participant’s employment with the Company or its Subsidiaries, nor shall they interfere
in any way with the Participant’s right or the Company’s or Subsidiary’s right, as the case may be, to terminate
such employment at any time, with or without cause or notice.
7. Term of Plan. The Plan, as amended and restated, shall become effective on June 10, 2010 and continue
in effect until June 30, 2013, expiring at the close of business, pacific daylight time, on June 30, 2013.
8. Stock Options.
(a) Grant of Options. Subject to the terms and provisions of the Plan, Options may be granted to
Employees at any time and from time to time as determined by the Administrator in its sole discretion. The
Administrator, in its sole discretion, shall determine the number of Shares subject to each Option, provided that
during any Fiscal Year, no Participant shall be granted Options covering more than a total of 1,500,000 Shares;
provided, however, that such limit shall be 3,000,000 Shares in the Participant’s first Fiscal Year of Company
service. The Administrator may grant Incentive Stock Options, Nonstatutory Stock Options, or a combination
thereof.
(b) Term. The term of each Option shall be stated in the Notice of Grant; provided, however, that the
term shall be no longer than ten (10) years from the Date of Grant. Moreover, in the case of an Incentive Stock
Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock representing
more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or
Subsidiary, the term of the Incentive Stock Option shall be no longer than five (5) years from the Date of Grant.
Subject to the five (5) and ten (10) years limits set forth in the preceding sentence, the Administrator may, after
an Option is granted, extend the maximum term of the Option. Unless otherwise determined by the
Administrator, any extension of the term of an Option pursuant to this Section 8(b) shall comply with Code
Section 409A.
(c) Option Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise
of an Option shall be determined by the Administrator and shall be no less than 100% of the Fair Market Value
per share on the Date of Grant; provided, however, that in the case of an Incentive Stock Option granted to an
Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share
exercise price shall be no less than 110% of the Fair Market Value per Share on the Date of Grant.
Notwithstanding the foregoing, in the event that the Company or a Subsidiary consummates a
transaction described in Section 424(a) of the Code (e.g., the acquisition of property or stock from an unrelated
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