Autodesk 2010 Annual Report Download - page 87

corporation), persons who become Employees on account of such transaction may be granted Options in
substitution for options granted by their former employer. If such substitute Options are granted, the
Administrator, in its sole discretion and consistent with Section 424(a) of the Code, may determine that such
substitute Options shall have an exercise price less than one hundred percent (100%) of the Fair Market Value of
the Shares on the Date of Grant.
(d) No Repricing. The exercise price for an Option may not be reduced without the consent of the
Company’s stockholders. This shall include, without limitation, a repricing of the Option as well as an Option
exchange program whereby the Participant agrees to cancel an existing Option in exchange for (a) Awards with a
lower exercise price, (b) a different type of Award, (c) cash, or (d) a combination of (a), (b) and/or (c).
(e) Waiting Period and Exercise Dates. At the time an Option is granted, the Administrator shall fix the
period within which the Option may be exercised and shall determine any conditions which must be satisfied
before the Option may be exercised. In so doing, the Administrator may specify that an Option may not be
exercised until the completion of a service period or until performance milestones are satisfied.
(f) Form of Consideration. The Administrator shall determine the acceptable form of consideration for
exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the
Administrator shall determine the acceptable form of consideration at the time of grant. Subject to Applicable
Laws, such consideration may consist entirely of:
(i) cash;
(ii) check;
(iii) other Shares which (A) in the case of Shares acquired upon exercise of an option, have been
owned by the Participant for more than six months on the date of surrender, and (B) have a Fair Market Value on
the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be
exercised;
(iv) delivery to the Company of (A) a properly executed exercise notice together with such other
documentation as the Administrator and the broker, if applicable, shall require to effect an exercise of the Option
and (B) the sale proceeds required to pay the exercise price;
(v) any combination of the foregoing methods of payment; or
(vi) such other consideration and method of payment for the issuance of Shares to the extent
permitted by Applicable Laws; provided, however, that in no case will loans be permitted as consideration for
exercising an Option hereunder.
(g) Exercise of Option; Rights as a Stockholder. Any Option granted hereunder shall be exercisable
according to the terms of the Plan and at such times and under such conditions as determined by the
Administrator and set forth in the Option Agreement.
An Option may not be exercised for a fraction of a Share.
An Option shall be deemed exercised when the Company receives: (i) written or electronic notice of
exercise (in accordance with the Option Agreement) from the person entitled to exercise the Option, and (ii) full
payment for the Shares with respect to which the Option is exercised. Full payment may consist of any
consideration and method of payment authorized by the Administrator and permitted by the Option Agreement
and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Participant. Until the
stock certificate evidencing such Shares is issued (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any
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