Autodesk 2010 Annual Report Download - page 92

immediately prior to the Change of Control, the consideration (whether stock, cash, or other securities or
property) received in the Change of Control by holders of Common Stock for each Share held on the effective
date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by
the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the
Change of Control is not solely common stock of the successor corporation or its Parent, the Administrator may,
with the consent of the successor corporation, provide for the consideration to be received upon the exercise of an
Option or upon the payout of the Restricted Stock Unit Award, for each Share subject to the Award, to be solely
common stock of the successor corporation or its Parent equal in fair market value to the per share consideration
received by holders of Common Stock in the Change of Control.
Notwithstanding anything in this Section 13(c) to the contrary, an Award that vests, is earned or
paid-out upon the satisfaction of one or more performance goals will not be considered assumed if the Company
or its successor modifies any of such performance goals without the Participant’s consent; provided, however, a
modification to such performance goals only to reflect the successor corporation’s post-Change of Control
corporate structure will not be deemed to invalidate an otherwise valid Award assumption.
14. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the
Plan; provided, however, that the Board may not materially amend the Plan without obtaining stockholder
approval. For this purpose, the following shall be considered material amendments requiring stockholder
approval: (i) increasing the benefits accruing to Plan participants, (ii) increasing the number of Shares that may
be issued under the Plan (other than in accordance with Section 13(a) hereof), (iii) modifying the requirements
for participation under the Plan or (iv) as otherwise may be required by Applicable Laws.
(b) Stockholder Approval. The Company shall obtain stockholder approval of any Plan amendment to
the extent necessary and desirable to comply with Applicable Laws. Such stockholder approval, if required, shall
be obtained in such a manner and to such a degree as is required by the applicable law, rule or regulation.
(c) Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the
Plan shall impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the
Administrator, which agreement must be in writing (or electronic format) and signed by the Participant and the
Company.
15. Conditions Upon Issuance of Shares.
(a) Legal Compliance. Shares shall not be issued pursuant to the exercise of an Award unless the
exercise of such Award and the issuance and delivery of such Shares shall comply with Applicable Laws and
shall be further subject to the approval of counsel for the Company with respect to such compliance.
(b) Investment Representations. As a condition to the exercise or receipt of Shares pursuant to an
Award, the Company may require the person exercising or receiving Shares pursuant to an Award to represent
and warrant at the time of any such exercise or receipt that the Shares are being purchased only for investment
and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company,
such a representation is required.
16. Liability of Company.
(a) Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory
body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful
issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to
issue or sell such Shares as to which such requisite authority shall not have been obtained.
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