Autodesk 2015 Annual Report Download - page 81

(h) “Committee” means a Committee appointed by the Board in accordance with Section 4 of the Plan.
(i) “Common Stock” means the Common Stock of the Company.
(j) “Company” means Autodesk, Inc., a Delaware corporation, or any successor thereto.
(k) “Date of Grant” means, with respect to an Award, the date that the Award is granted and its exercise
price is set (if applicable), consistent with Applicable Laws and applicable financial accounting
rules.
(l) “Director” means a member of the Board.
(m) “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code.
(n) “Earnings Per Share” means, as to any Performance Period, fully diluted earnings per share of the
Company, a business unit or an industry group, as defined by generally accepted accounting
principles.
(o) “Effective Date” means January 6, 2012.
(p) “Employee” means any person employed by the Company or any Parent or Subsidiary of the
Company. An Employee shall not cease to be an Employee in the case of (i) any leave of absence
approved by the Company or (ii) transfers between locations of the Company or between the
Company, its Parent, any Subsidiary, or any successor. For purposes of Incentive Stock Options, no
such leave may exceed ninety days, unless reemployment upon expiration of such leave is
guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved
by the Company is not so guaranteed, then three (3) months following the 91st day of such leave any
Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option
and shall be treated for tax purposes as a Nonstatutory Stock Option.
(q) “Exchange Act” means the Securities Exchange Act of 1934, as amended. Reference to a specific
section of the Exchange Act 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.
(r) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:
(i) If the Common Stock is listed on any established stock exchange or a national market
system, including without limitation the Nasdaq National Market of the National
Association of Securities Dealers, Inc. Automated Quotation (“Nasdaq”) System, the
Fair Market Value of a Share of Common Stock shall be the closing sales price for such
stock (or the closing bid, if no sales were reported) as quoted on such system or
exchange (or the exchange with the greatest volume of trading in Common Stock) on the
day of determination; or
(ii) In the absence of an established market for the Common Stock, the Fair Market Value
shall be determined in good faith by the Administrator.
(iii) If Fair Market Value is to be determined as of a date which is not a date on which the
Common Stock is traded, then the Fair Market Value on such date shall be the Fair
Market Value on the next subsequent trading date.
(s) “Fiscal Year” means a fiscal year of the Company.
(t) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within
the meaning of Section 422 of the Code and the regulations promulgated thereunder.
(u) “Net Income” means, as to any Performance Period, net income for the Performance Period of the
Company, a business unit or an industry group, as defined by generally accepted accounting
principles.
(v) “Nonqualified Stock Option” means an Option not intended to qualify as an Incentive Stock Option.
(w) “Notice of Grant” means a written or electronic notice evidencing certain terms and conditions of an
individual Award. The Notice of Grant is part of the Award Agreement.
(x) “Operating Margins” means the ratio of Operating Income to Revenue.
(y) “Operating Income” means income from operations of the Company, a business unit or an industry
group, as defined by generally accepted accounting principles.
(z) “Option” means an Incentive Stock Option or Nonqualified Stock Option granted pursuant to the
Plan.
(aa) “Parent” means a “parent corporation”, whether now or hereafter existing, as defined in
Section 424(e) of the Code.
(bb) “Participant” means the holder of an outstanding Award granted under the Plan.
(cc) “Performance Goals” means the goal(s) (or combined goal(s)) determined by the Administrator (in
its discretion) to be applicable to a Participant with respect to Awards of Restricted Stock or
Restricted Stock Units. Such Performance Goals may be made applicable to Awards which are
intended to comply with Section 162(m) of the Code, as well as Awards which not intended to
comply with Section 162(m) of the Code. As determined by the Administrator, the Performance
Proxy Materials
2015 Proxy Statement Appendix A