Autodesk 2015 Annual Report Download - page 84

(ix) to modify or amend each Award (not inconsistent with the terms of the Plan), including the
discretionary authority to extend the post-termination exercisability period of Options
longer than is otherwise provided for in the Plan;
(x) to authorize any person to execute on behalf of the Company any instrument required to
effect the grant of an Award previously granted by the Administrator;
(xi) to allow Participants to satisfy withholding tax obligations in such manner as may be
determined by the Administrator in accordance with the terms of the Plan;
(xii) to determine the terms and restrictions applicable to Awards; and
(xiii) to make all other determinations deemed necessary or advisable for administering
the Plan.
(c) Effect of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations
shall be final and binding on all Participants and any other holders of Awards and shall be given the
maximum deference permitted by law.
5. Eligibility. Awards may be granted only to Employees.
6. No Employment Rights. Neither the Plan nor any Award shall confer upon a Participant any right with
respect to continuing the Participant’s employment with the Company or its Subsidiaries, nor shall they interfere in any
way with the Participant’s right or the Company’s or Subsidiary’s right, as the case may be, to terminate such employment
at any time, with or without cause or notice.
7. Term of Plan. The Plan shall become effective on January 6, 2012 and continue in effect, unless terminated
earlier, until June 30, 2022.
8. Stock Options.
(a) Grant of Options. Subject to the terms and provisions of the Plan, Options may be granted to
Employees at any time and from time to time as determined by the Administrator in its sole
discretion. The Administrator, in its sole discretion, shall determine the number of Shares subject to
each Option, provided that during any Fiscal Year, no Participant shall be granted Options covering
more than a total of 1,500,000 Shares; provided, however, that such limit shall be 3,000,000 Shares
in the Participant’s first Fiscal Year of Company service. The Administrator may grant Incentive
Stock Options, Nonstatutory Stock Options, or a combination thereof.
(b) Term. The term of each Option shall be stated in the Notice of Grant; provided, however, that the
term shall be no longer than ten (10) years from the Date of Grant. Moreover, in the case of an
Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is
granted, owns stock representing more than ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option shall be no
longer than five (5) years from the Date of Grant. Subject to the five (5) and ten (10) year limits set
forth in the preceding sentence, the Administrator may, after an Option is granted, extend the
maximum term of the Option. Unless otherwise determined by the Administrator, any extension of
the term of an Option pursuant to this Section 8(b) shall comply with Code Section 409A.
(c) Option Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise of
an Option shall be determined by the Administrator and shall be no less than 100% of the Fair
Market Value per share on the Date of Grant; provided, however, that in the case of an Incentive
Stock Option granted to an Employee who, at the time the Incentive Stock Option is granted, owns
stock representing more than ten percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the
Fair Market Value per Share on the Date of Grant.
Notwithstanding the foregoing, in the event that the Company or a Subsidiary consummates a
transaction described in Section 424(a) of the Code (e.g., the acquisition of property or stock from an
unrelated corporation), persons who become Employees on account of such transaction may be
granted Options in substitution for options granted by their former employer. If such substitute
Options are granted, the Administrator, in its sole discretion and consistent with Section 424(a) of
the Code, may determine that such substitute Options shall have an exercise price less than one
hundred percent (100%) of the Fair Market Value of the Shares on the Date of Grant.
Proxy Materials
2015 Proxy Statement Appendix A