Autodesk 2010 Annual Report Download - page 88

other rights as a stockholder shall exist with respect to the optioned stock, notwithstanding the exercise of the
Option. The Company shall issue (or cause to be issued) such stock certificate promptly after the Option is
exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date
the stock certificate is issued, except as provided in Section 13 of the Plan.
Exercising an Option in any manner shall decrease the number of Shares thereafter available for sale under
the Option, by the number of Shares as to which the Option is exercised.
(h) Termination of Relationship as an Employee. If a Participant ceases to be an Employee, other than
upon the Participant’s death or Disability, the Participant may exercise his or her Option within such period of
time as is specified in the Option Agreement to the extent that the Option is vested on the date of termination (but
in no event later than the expiration of the term of such Option as set forth in the Option Agreement). In the
absence of a specified time in the Option Agreement, the Option shall remain exercisable for three (3) months
following the Participant’s termination. If, on the date of termination, the Participant is not vested as to his or her
entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after
termination, the Participant does not exercise his or her Option within the time specified by the Administrator,
the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.
(i) Disability. If a Participant ceases to be an Employee as a result of the Participant’s Disability, the
Participant may exercise his or her Option for twelve (12) months following the Participant’s termination (but in
no event may the Option be exercised later than the expiration of the term of such Option as set forth in the
Option Agreement). If, on the date of termination, the Participant is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Participant
does not exercise his or her Option within the time specified herein, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.
(j) Death of Participant. If a Participant dies while an Employee, the Option may be exercised for
twelve (12) months following Participant’s death (but in no event may the option be exercised later than the
expiration of the term of such Option as set forth in the Option Agreement), by the Participant’s designated
beneficiary, provided such beneficiary has been designated prior to Participant’s death in a form acceptable to the
Administrator. If no such beneficiary has been designated by the Participant, then such Option may be exercised
by the personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred
pursuant to the Participant’s will or in accordance with the laws of descent and distribution. If the Option is not
so exercised within the time specified herein, the Option shall terminate, and the Shares covered by such Option
shall revert to the Plan.
(k) ISO $100,000 Rule. Each Option shall be designated in the Notice of Grant as either an Incentive
Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designations, to the extent that the
aggregate Fair Market Value of Shares subject to a Participant’s Incentive Stock Options granted by the
Company, any Parent or Subsidiary, which become exercisable for the first time during any calendar year (under
all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options shall be treated as
Nonstatutory Stock Options. For purposes of this Section 8(k), Incentive Stock Options shall be taken into
account in the order in which they were granted, and the Fair Market Value of the Shares shall be determined as
of the time of grant.
9. Restricted Stock.
(a) Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any
time and from time to time, may grant Shares of Restricted Stock to Employees as the Administrator, in its sole
discretion, shall determine. The Administrator, in its sole discretion, shall determine the number of Shares to be
granted to each Participant, provided that during any Fiscal Year, no Participant shall receive more than a total of
300,000 Shares of Restricted Stock (and/or Restricted Stock Units); provided, however, that such limit shall be
600,000 Shares in the Participant’s first Fiscal Year of Company service.
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