Autodesk 2015 Annual Report Download - page 37

2015 Proxy Statement 31
Dissolution or Liquidation
In the event of a proposed dissolution or liquidation of Autodesk, the Administrator is required to provide notice to each
participant as soon as practicable prior to the effective date of such proposed transaction. The Administrator in its discretion
may permit a participant to exercise his or her Award until ten (10) days prior to such transaction. In addition, the Administrator
may provide that any Company repurchase option or forfeiture rights applicable to any Award will lapse in full, and that any
Award vesting will fully accelerate, if the proposed dissolution or liquidation takes place at the time and in the manner
contemplated. To the extent they have not been previously exercised, all outstanding Awards will terminate immediately prior to
the consummation of such proposed dissolution or liquidation.
Change of Control
In the event of a change of control, the successor corporation (or its parent or subsidiary) is required to assume or substitute
each outstanding Award. If the successor corporation refuses to assume the Awards or to substitute equivalent Awards, such
stock options, restricted stock and RSUs, will become 100% vested, all restrictions on restricted stock will lapse, and all
performance goals or other vesting criteria with respect to Awards with performance-based vesting will be deemed achieved at
100% target levels and all other terms and conditions met. In such event, the Administrator is required to provide notice to each
participant that each stock option subject to exercise is fully exercisable for fifteen days from the date of such notice and will
terminate upon expiration of such period.
Amendment, Suspensions and Termination of the 2012 Employee Plan
Autodesk’s Board may at any time amend, alter, suspend or terminate the 2012 Employee Plan. However, to the extent
necessary and desirable to comply with any Applicable Law, Autodesk will obtain stockholder approval of any amendment in
such a manner and to such a degree as required. In addition, as noted above under the section entitled “No Repricing,” stock
options may not be repriced without stockholder approval.
New Plan Benefits
The number of future Awards (if any) that an employee may receive under the 2012 Employee Plan is in the discretion of the
Administrator and therefore cannot be determined in advance. The number of equity awards granted to each of our NEOs
during the last fiscal year is set forth below under “Grants of Plan-Based Awards in Fiscal 2015.” In addition, the number of
equity awards granted to each of our NEOs during fiscal 2016 is set forth in “Fiscal 2016 Equity Awards: New PSU Plan”
below under “Compensation Discussion and Analysis.” The number of equity awards granted in the future may be different
from the numbers granted in fiscal 2015 and fiscal 2016. Non-employee directors are not eligible to participate in the 2012
Employee Plan. During fiscal 2015, non-NEO employees as a group were granted 4.2 million shares subject to RSUs and PSUs
(at target). The closing price for shares of Common Stock on January 30, 2015 was $54.01.
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