Autodesk 2010 Annual Report Download - page 94

be withheld. The amount so withheld shall not exceed the amount determined by using the minimum federal,
state, local or foreign jurisdiction statutory withholding rates applicable to the Participant with respect to the
Award on the date that the amount of tax to be withheld is to be determined. The Fair Market Value of the Shares
to be withheld or delivered shall be determined as of the date that the taxes are required to be withheld.
24. Indemnification. Each person who is or shall have been a member of the Committee, or of the Board,
shall be indemnified and held harmless by the Company against and from (a) any loss, cost, liability, or expense
that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim,
action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of
any action taken or failure to act under the Plan or any Award Agreement, and (b) from any and all amounts paid
by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any
judgment in any such claim, action, suit, or proceeding against him or her, provided he or she shall give the
Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to
handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of
any other rights of indemnification to which such persons may be entitled under the Company’s Certificate of
Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any power that the Company may
have to indemnify them or hold them harmless.
25. Successors. All obligations of the Company under the Plan, with respect to Awards granted hereunder,
shall be binding on any successor to the Company, whether the existence of such successor is the result of a
direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business or assets
of the Company.
26. Gender and Number. Except where otherwise indicated by the context, any masculine term used herein
also shall include the feminine; the plural shall include the singular and the singular shall include the plural.
27. Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the
illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.
28. Governing Law. The Plan and all Award Agreements shall be construed in accordance with and
governed by the laws of the State of California (with the exception of its conflict of laws provisions).
29. Captions. Captions are provided herein for convenience only, and shall not serve as a basis for
interpretation or construction of the Plan.
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