Autodesk 2015 Annual Report Download - page 85

(d) No Repricing. The exercise price for an Option may not be reduced without the consent of the
Company’s stockholders. This shall include, without limitation, a repricing of the Option as well as
an Option exchange program whereby the Participant agrees to cancel an existing Option in
exchange for (a) Awards with a lower exercise price, (b) a different type of Award, (c) cash, or (d) a
combination of (a), (b) and/or (c).
(e) Waiting Period and Exercise Dates. At the time an Option is granted, the Administrator shall fix the
period within which the Option may be exercised and shall determine any conditions which must be
satisfied before the Option may be exercised. In so doing, the Administrator may specify that an
Option may not be exercised until the completion of a service period or until performance milestones
are satisfied.
(f) Form of Consideration. The Administrator shall determine the acceptable form of consideration for
exercising an Option, including the method of payment. In the case of an Incentive Stock Option,
the Administrator shall determine the acceptable form of consideration at the time of grant. Subject
to Applicable Laws, such consideration may consist entirely of:
(i) cash;
(ii) check;
(iii) other Shares which (A) in the case of Shares acquired upon exercise of an option, have been
owned by the Participant for more than six months on the date of surrender, and (B) have a
Fair Market Value on the date of surrender equal to the aggregate exercise price of the
Shares as to which said Option shall be exercised;
(iv) delivery to the Company of (A) a properly executed exercise notice together with such
other documentation as the Administrator and the broker, if applicable, shall require to
effect an exercise of the Option and (B) the sale proceeds required to pay the exercise price;
(v) any combination of the foregoing methods of payment; or
(vi) such other consideration and method of payment for the issuance of Shares to the extent
permitted by Applicable Laws; provided, however, that in no case will loans be permitted as
consideration for exercising an Option hereunder.
(g) Exercise of Option; Rights as a Stockholder. Any Option granted hereunder shall be exercisable
according to the terms of the Plan and at such times and under such conditions as determined by the
Administrator and set forth in the Award Agreement.
An Option may not be exercised for a fraction of a Share.
An Option shall be deemed exercised when the Company receives: (i) written or electronic notice of
exercise (in accordance with the Award Agreement) from the person entitled to exercise the Option,
and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may
consist of any consideration and method of payment authorized by the Administrator and permitted
by the Award Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in
the name of the Participant. Until the Shares are issued (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the Company), no right to vote or
receive dividends or any other rights as a stockholder shall exist with respect to the optioned stock,
notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such
Share promptly after the Option is exercised. No adjustment will be made for a dividend or other
right for which the record date is prior to the date the Share is issued, except as provided in
Section 13 of the Plan.
Exercising an Option in any manner shall decrease the number of Shares thereafter available for sale
under the Option, by the number of Shares as to which the Option is exercised.
(h) Termination of Relationship as an Employee. If a Participant ceases to be an Employee, other than
by reason of the Participant’s death or Disability, the Participant may exercise his or her Option
within such period of time as is specified in the Award Agreement, to the extent that the Participant
was entitled to exercise it on the date of termination. In the absence of a specified time in the Award
Agreement, the Option shall remain exercisable for three (3) months following the date of the
Participant’s termination, to the extent that the Participant was entitled to exercise it on the date of
termination.
(i) Disability. If a Participant ceases to be an Employee by reason of the Participant’s Disability, the
Participant may exercise his or her Option for twelve (12) months following the date of the
Participant’s termination, to the extent that the Participant was entitled to exercise it on the date of
termination.
(j) Death of Participant. If a Participant ceases to be an Employee by reason of the Participant’s death,
the Option may be exercised for twelve (12) months following the date of the Participant’s death, to
the extent that the Participant was entitled to exercise it on such date, by the Participant’s designated
Proxy Materials
2015 Proxy Statement Appendix A