Autodesk 2010 Annual Report Download - page 90

10. Restricted Stock Units.
(a) Grant of Restricted Stock Units. Restricted Stock Units may be granted to Employees at any time
and from time to time, as shall be determined by the Administrator, in its sole discretion. The Administrator shall
have complete discretion in determining the number of Restricted Stock Units granted to each Participant,
provided that during any Fiscal Year, no Participant shall receive more than a total of 300,000 Restricted Stock
Units (and/or Shares of Restricted Stock); provided, however, that such limit shall be 600,000 Restricted Stock
Units in the Participant’s first Fiscal Year of Company service.
(b) Value of Restricted Stock Units. Each Restricted Stock Unit shall have an initial value equal to the
Fair Market Value of a Share on the Grant Date.
(c) Restricted Stock Unit Agreement. Each Award of Restricted Stock Units shall be evidenced by an
Award Agreement that shall specify any vesting conditions, the number of Restricted Stock Units granted, and
such other terms and conditions as the Administrator, in its sole discretion, shall determine.
(d) Performance Objectives and Other Terms. The Administrator, in its discretion, shall set
performance objectives or other vesting criteria which, depending on the extent to which they are met, will
determine the number or value of Restricted Stock Units that will be paid out to the Participants. Each Award of
Restricted Stock Units shall be evidenced by an Award Agreement that shall specify the Performance Period, and
such other terms and conditions as the Administrator, in its sole discretion, shall determine.
(i) General Performance Objectives or Vesting Criteria. The Administrator may set performance
objectives or vesting criteria based upon the achievement of Company-wide, departmental, or individual goals,
applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion (for
example, but not by way of limitation, continuous service as an Employee).
(ii) Section 162(m) Performance Objectives. For purposes of qualifying grants of Restricted Stock
Units as “performance-based compensation” under Section 162(m) of the Code, the Administrator, in its
discretion, may determine that the performance objectives applicable to Restricted Stock Units shall be based on
the achievement of Performance Goals. The Performance Goals shall be set by the Administrator on or before the
latest date permissible to enable the Restricted Stock Units to qualify as “performance-based compensation”
under Section 162(m) of the Code. In granting Restricted Stock Units that are intended to qualify under
Section 162(m) of the Code, the Administrator shall follow any procedures determined by it from time to time to
be necessary or appropriate to ensure qualification of the Restricted Stock Units under Section 162(m) of the
Code (e.g., in determining the Performance Goals).
(e) Earning of Restricted Stock Units. After the applicable Performance Period has ended, the holder of
Restricted Stock Units shall be entitled to receive a payout of the number of Restricted Stock Units earned by the
Participant over the Performance Period, to be determined as a function of the extent to which the corresponding
performance objectives have been achieved. After the grant of a Restricted Stock Unit, the Administrator, in its
sole discretion, may reduce or waive any performance objectives for such Restricted Stock Unit.
(f) Form and Timing of Payment of Restricted Stock Units. Payment of vested Restricted Stock Units
shall be made as soon as practicable after vesting (subject to any deferral permitted under Section 18). The
Administrator, in its sole discretion, may pay Restricted Stock Units in the form of cash, in Shares or in a
combination thereof.
(g) Cancellation of Restricted Stock Units. On the date set forth in the Award Agreement, all unvested
Restricted Stock Units shall be forfeited to the Company and, except as otherwise determined by the
Administrator, again shall be available for grant under the Plan.
11. Leaves of Absence. Unless the Administrator provides otherwise or except as otherwise required by
Applicable Laws, vesting of Awards granted hereunder shall continue during any leave of absence approved by
the Administrator.
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