Autodesk 2015 Annual Report Download - page 34

2015 P r oxy Statemen t 28
deemed necessary or advisable for the administration of the plan. All decisions, interpretations and other actions of the
Administrator will be final and binding on all holders of Awards and on all persons deriving their rights therefrom. The Board
has currently delegated to the Compensation Committee authority to grant equity awards to all employees including executive
officers of Autodesk.
Eligibility to Receive Awards
The 2012 Employee Plan provides that stock options, restricted stock, RSUs and PSUs may be granted only to our employees.
Term
The 2012 Employee Plan will expire on June 30, 2022.
No Repricing
The 2012 Employee Plan prohibits repricing of stock options, including by way of an exchange for Awards with a lower
exercise price, a different type of Award, cash, or a combination thereof, without stockholder approval.
Terms and Conditions of Stock Options
Each stock option granted under the 2012 Employee Plan is evidenced by a written or electronic stock option agreement
between the optionee and Autodesk and is subject to the following terms and conditions:
• Section 162(m) Share Limit for Stock Options. So that it is possible for stock options to qualify as “performance-based
compensation” under Section 162(m) of the Code, no participant may be granted stock options to purchase more than
1,500,000 shares in any fiscal year, except that stock options to purchase up to 3,000,000 shares may be granted in a
participant’s first fiscal year of service.
• Exercise Price. The Administrator sets the exercise price of the shares subject to each stock option, provided that the
exercise price cannot be less than 100% of the fair market value of our Common Stock on the stock option grant date.
In addition, the exercise price of an incentive stock option must be at least 110% of fair market value if, on the grant
date, the participant owns stock possessing more than 10% of the total combined voting power of all classes of stock
of Autodesk or any of its subsidiaries (a “10% Stockholder”).
• Form of Consideration. The means of payment for shares issued upon exercise of a stock option is specified in each
stock option agreement. Payment generally may be made by cash, check, other shares of Autodesk’s Common Stock
owned by the optionee, delivery of a properly executed notice with such other documentation as the Administrator and
broker may require and the sale proceeds required to pay the exercise price, or by a combination of the foregoing.
• Exercise of the Stock Option. Each stock option agreement will specify the term of the stock option and the date the
stock option is to become exercisable. No stock option granted under the 2012 Employee Plan may be exercised more
than ten (10) years after the date of grant. Incentive stock options granted to a 10% Stockholder will have a term of no
more than five (5) years from the date of grant.
• Termination of Employment. If an optionee’s employment terminates for any reason (other than death or permanent
disability), all vested stock options held by such optionee under the 2012 Employee Plan expire upon the earlier of
(i) such period of time as is set forth in the applicable stock option agreement(s), which Autodesk currently sets at
between three and twelve months, or (ii) the expiration date of the stock options.
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