Autodesk 2015 Annual Report Download - page 80

Appendix A
AUTODESK, INC.
2012 EMPLOYEE STOCK PLAN
(AS AMENDED AND RESTATED EFFECTIVE
AS OF JUNE 10, 2015)∗1
1. Purposes of the Plan. The purposes of this 2012 Employee Stock Plan are to attract and retain the best
available personnel for positions of substantial responsibility, to provide additional incentive to Employees, and to promote
the success of the Company’s business.
2. Definitions. As used herein, the following definitions shall apply:
(a) “Administrator” means the Board or any of its Committees as shall be administering the Plan, in
accordance with Section 4 of the Plan.
(b) “Applicable Laws” means the requirements relating to the administration of equity compensation
plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock
exchange or quotation system on which the Shares are listed or quoted and the applicable laws of
any other country or jurisdiction where Awards are granted under the Plan.
(c) “Award” means, individually or collectively, a grant under the Plan of Incentive Stock Options,
Nonqualified Stock Options, Restricted Stock or Restricted Stock Units.
(d) “Award Agreement” means the written or electronic agreement setting forth the terms and conditions
applicable to each Award granted under the Plan.
(e) “Board” means the Board of Directors of the Company.
(f) “Change of Control” means the occurrence of any of the following events, in one or a series of
related transactions:
(i) any “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act, other than
the Company, a subsidiary of the Company or a Company employee benefit plan, including any
trustee of such plan acting as trustee, is or becomes the “beneficial owner” (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing
fifty percent (50%) or more of the combined voting power of the Company’s then outstanding
securities entitled to vote generally in the election of directors; or
(ii) a merger or consolidation of the Company or any direct or indirect subsidiary of the Company
with any other corporation, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of the surviving
entity) at least fifty percent (50%) of the total voting power represented by the voting securities
of the Company or such surviving entity outstanding immediately after such merger or
consolidation; or
(iii) the sale or disposition by the Company of all or substantially all the Company’s assets; or
(iv) a change in the composition of the Board, as a result of which fewer than a majority of the
Directors are Incumbent Directors. “Incumbent Directors” shall mean Directors who either (A)
are Directors as of the date this Plan is approved by the Board, or (B) are elected, or nominated
for election, to the Board with the affirmative votes of at least a majority of the Directors and
whose election or nomination was not in connection with any transaction described in (i) or (ii)
above or in connection with an actual or threatened proxy contest relating to the election of
directors of the Company.
(g) “Code” means the Internal Revenue Code of 1986, as amended. Reference to a specific section of
the Code or regulation thereunder shall include such section or regulation, any valid regulation
promulgated under such section, and any comparable provision of any future legislation or
regulation amending, supplementing or superseding such section or regulation.
1 * The Plan was originally adopted by the Board on November 7, 2011 and approved by the stockholders on January 6, 2012. The Plan was
amended and restated via Board approval on November 15, 2013, and was approved by the stockholders on January 14, 2014, to become
effective on January 14, 2014. The Plan was further amended and restated via Board approval on March 12, 2015, and was approved by the
stockholders on June 10, 2015, to become effective on June 10, 2015.
Proxy Materials
2015 Proxy Statement Appendix A