Autodesk 2015 Annual Report Download - page 82

Goals applicable to an Award may provide for a targeted level or levels of achievement using one or
more of the following measures: (a) Revenue, (b) Earnings Per Share, (c) Net Income, (d) Operating
Margins, (e) Total Stockholder Return, (f) recurring revenue (including annualized), (g) bookings,
(h) billings, (i) number of customers, (j) objective customer indicators, (k) expenses, (l) cost
reduction goals, (m) economic value added, (n) cash flow (including operating cash flow or free cash
flow), (o) cash flow per share, and (p) sales or revenue targets, including product or product family
targets. The Performance Goals may differ from Participant to Participant and from Award to Award.
Any criteria used may be measured, as applicable, (i) on Pro Forma numbers, (ii) in absolute terms,
(iii) in relative terms (including, but not limited, the passage of time and/or against other companies
or financial metrics), (iv) on a per share and/or share per capita basis, (v) against the performance of
the Company as a whole or against particular segments, business units, industry groups or products
of the Company and/or (vi) on a pre-tax or after-tax basis. Prior to the date on which such
Performance Goals are determined, the Administrator shall stipulate whether any element(s) (for
example, but not by way of limitation, the effect of mergers or acquisitions) shall be included in or
excluded from the calculation of any Performance Goal with respect to any Participants
(notwithstanding any other provision of the Plan, whether or not such determinations result in any
Performance Goal being measured on a basis other than generally accepted accounting principles).
Such stipulation may also be made after the date such Performance Goals are determined to the
extent that such stipulation would not violate Section 162(m) of the Code.
(dd) “Performance Period” means any Fiscal Year or such longer period as determined by the
Administrator in its sole discretion.
(ee) “Period of Restriction” means the period during which the transfer of Shares of Restricted Stock are
subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. As
provided in Section 9, such restrictions may be based on the passage of time, the achievement of
target levels of performance, or the occurrence of other events as determined by the Administrator, in
its discretion.
(ff) “Plan” means this 2012 Employee Stock Plan, as set forth in this instrument and as hereafter
amended from time to time.
(gg) “Pro Forma” means calculation of a Performance Goal in a manner that excludes certain non-
recurring, unusual or non-cash expenses or credits, such as restructuring expenses, extraordinary tax
events, expenses or credits related to equity compensation or the like, acquisition related expenses
and charges, extraordinary items, income or loss from discontinued operations, and/or gains or losses
from early extinguishment of debt instead of conforming to generally accepted accounting
principles.
(hh) “Restricted Stock” means an Award granted to a Participant pursuant to Section 9.
(ii) (ii) “Restricted Stock Unit” means an Award granted to a Participant pursuant to Section 10.
(jj) “Revenue” means net sales for the Performance Period of the Company, a business unit or an
industry group, as defined by generally accepted accounting principles.
(kk) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect
when discretion is being exercised with respect to the Plan.
(ll) “Section 16(b)” means Section 16(b) of the Securities Exchange Act of 1934, as amended.
(mm) “Share” means a share of the Common Stock, as adjusted in accordance with Section 13 of
the Plan.
(nn) “Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as defined in
Section 424(f) of the Code.
(oo) “Total Stockholder Return” means the total return (change in share price plus reinvestment of any
dividends) of a share of the Company’s common stock.
3. Stock Subject to the Plan.
(a) Subject to the provisions of Section 13 of the Plan, the maximum aggregate number of Shares which
may be issued under the Plan is equal to 30,550,000 Shares plus that number of Shares remaining for
issuance under the 2008 Employee Stock Plan as of January 6, 2012, not to exceed 8,500,000
Shares, plus that number of Shares that are subject to equity awards granted under the 2008
Employee Stock Plan, the 2008 Employee Stock Plan (as amended and restated), the 2006
Employee Stock Plan and the 1996 Stock Plan (collectively, the “Prior Plans”) which are outstanding
as of January 6, 2012, not to exceed 6,000,000 Shares, and thereafter terminate, expire, lapse or are
forfeited for any reason and which following the termination, expiration, lapse or forfeiture of such
awards do not again become available for issuance under the Prior Plans, with the maximum
aggregate total of Shares which may be issued under the Plan not to exceed 45,050,000 Shares.
Proxy Materials
2015 Proxy Statement Appendix A