Autodesk 2015 Annual Report Download - page 83

(b) The Shares may be authorized, but unissued, or reacquired Common Stock. Subject to Section 3(c)
hereof, if an Award expires or becomes unexercisable without having been exercised in full, or with
respect to Restricted Stock or Restricted Stock Units, is forfeited to or repurchased by the Company,
the unpurchased Shares (or for Awards other than Options, the forfeited or repurchased Shares)
which were subject thereto will become available for future grant or sale under the Plan (unless the
Plan has terminated). Shares that have actually been issued under the Plan under any Award will not
be returned to the Plan and will not become available for future distribution under the Plan;
provided, however, that if unvested Shares of Restricted Stock or Restricted Stock Units are
repurchased by the Company or are forfeited to the Company, such Shares will become available for
future grant under the Plan. Shares used to pay the tax and exercise price of an Award will not
become available for future grant or sale under the Plan. To the extent an Award under the Plan is
paid out in cash rather than Shares, such cash payment will not result in reducing the number of
Shares available for issuance under the Plan. Notwithstanding the foregoing and, subject to
adjustment provided in Section 13, the maximum number of Shares that may be issued upon the
exercise of Incentive Stock Options shall equal the aggregate Share number stated in Section 3(a),
plus, to the extent allowable under Section 422 of the Code, any Shares that become available for
issuance under the Plan under this Section 3(b).
(c) Notwithstanding anything to the contrary, each Share subject to an Incentive Stock Option or
Nonqualified Stock Option shall be counted against the Shares authorized for issuance under the
Plan as one Share. Each Share subject to an Award of Restricted Stock or Restricted Stock Units
shall be counted against the Shares authorized for issuance under the Plan as 1.79 Shares. Each
Share which is subject to an Award of Restricted Stock or Restricted Stock Units granted under the
Plan which is forfeited to or repurchased by the Company pursuant to Section 3(b) hereof shall count
as having returned 1.79 Shares to the total of number of Shares which are available for future grant
or sale under the Plan.
4. Administration of the Plan.
(a) Procedure.
(i) Multiple Administrative Bodies. The Plan may be administered by the Board or different
Committees with respect to different groups of Employees.
(ii) Section 162(m). To the extent that the Administrator determines it to be desirable to qualify
Awards granted hereunder as “performance-based compensation” within the meaning of
Section 162(m) of the Code, the Plan shall be administered by a Committee of two or more
“outside directors” within the meaning of Section 162(m) of the Code.
(iii) Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule
16b-3, the transactions contemplated hereunder shall be structured to satisfy the
requirements for exemption under Rule 16b-3.
(iv) Other Administration. Other than as provided above, the Plan shall be administered by
(A) the Board or (B) a Committee, which committee shall be constituted to satisfy
Applicable Laws.
(b) Powers of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee,
subject to the specific duties delegated by the Board to such Committee, the Administrator shall have
the authority, in its discretion:
(i) to determine the Fair Market Value of the Common Stock, in accordance with
Section 2(r) of the Plan;
(ii) to select the Employees to whom Awards may be granted hereunder;
(iii) to determine whether and to what extent Awards are granted hereunder;
(iv) to determine the number of Shares to be covered by each Award granted hereunder;
(v) to approve forms of agreement for use under the Plan;
(vi) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any
Award granted hereunder. With respect to Options, such terms and conditions include, but
are not limited to, the exercise price, the time or times when Options may be exercised,
based in each case on such factors as the Administrator, in its sole discretion, shall
determine;
(vii) to construe and interpret the terms of the Plan and Awards granted hereunder;
(viii) to prescribe, amend and rescind rules and regulations relating to the Plan,
including rules and regulations relating to sub-plans established for the purpose of
qualifying for preferred tax treatment under foreign tax laws;
Proxy Materials
2015 Proxy Statement Appendix A