Autodesk 2010 Annual Report Download - page 91

12. Non-Transferability of Awards. Unless determined otherwise by the Administrator, an Award may not
be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the
laws of descent or distribution and may be exercised, during the lifetime of the recipient, only by the recipient. If
the Administrator makes an Award transferable, such Award shall contain such additional terms and conditions
as the Administrator deems appropriate; provided, however, that such Award shall in no event be transferable for
value. Notwithstanding the foregoing, a Participant may, if the Administrator (in its discretion) so permits,
transfer an Award to an individual or entity other than the Company. Any such transfer shall be made in
accordance with such procedures as the Administrator may specify from time to time.
13. Adjustments Upon Changes in Capitalization.
(a) Subject to any required action by the stockholders of the Company, the number of Shares covered
by each outstanding Award, the number of Shares which have been authorized for issuance under the Plan but as
to which no Awards have yet been granted or which have been returned to the Plan upon cancellation or
expiration of an Award, as well as the price per Share of Common Stock covered by each such outstanding
Award and the 162(m) Fiscal Year share issuance limits under Sections 8(a), 9(a) and 10(a) hereof, shall be
proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a stock split,
reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued Shares effected without receipt of consideration by the Company; provided,
however, that conversion of any convertible securities of the Company shall not be deemed to have been
“effected without receipt of consideration.” Such adjustment shall be made by the Compensation Committee,
whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein,
no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any
class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of
shares of Common Stock subject to an Award.
(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company,
the Administrator shall notify each Participant as soon as practicable prior to the effective date of such proposed
transaction. The Administrator in its discretion may provide for a Participant to have the right to exercise his or
her Award until ten (10) days prior to such transaction as to all of the Shares covered thereby, including Shares as
to which the Award would not otherwise be exercisable. In addition, the Administrator may provide that any
Company repurchase option or forfeiture rights applicable to any Award shall lapse 100%, and that any Award
vesting shall accelerate 100%, provided the proposed dissolution or liquidation takes place at the time and in the
manner contemplated. To the extent it has not been previously exercised, an Award will terminate immediately
prior to the consummation of such proposed action.
(c) Change of Control. In the event of a Change of Control, each outstanding Award shall be assumed
or an equivalent Award substituted by the successor corporation or a Parent or Subsidiary of the successor
corporation.
In the event that the successor corporation refuses to assume or substitute for the Award, the
Participant shall fully vest in and have the right to exercise all of his or her outstanding Options, including Shares
as to which such Awards would not otherwise be vested or exercisable, all restrictions on Restricted Stock will
lapse and all Restricted Stock Units shall become fully vested; provided, however, that, with respect to Awards
with performance-based vesting, including but not limited to Restricted Stock and Restricted Stock Units, all
performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target
levels and all other terms and conditions met. In addition, if an Option is not assumed or substituted in the event
of a Change of Control, the Administrator shall notify the Participant in writing or electronically that the Option
shall be fully vested and exercisable for a period of fifteen (15) days from the date of such notice, and the Option
shall terminate upon the expiration of such period.
For the purposes of this paragraph, an Award shall be considered assumed if, following the
Change of Control, the Award confers the right to purchase or receive, for each Share subject to the Award
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