Autodesk 2015 Annual Report Download - page 87

accelerate the time at which any restrictions shall lapse or be removed. After the restrictions have
lapsed, the Participant shall be entitled to have any legend or legends under Section 9(d)(iii)
removed from his or her Share, and the Shares shall be freely transferable by the Participant. The
Administrator (in its discretion) may establish procedures regarding the release of Shares from
escrow and the removal of legends, as necessary or appropriate to minimize administrative burdens
on the Company.
(f) Voting Rights. During the Period of Restriction, Participants holding Shares of Restricted Stock
granted hereunder may exercise full voting rights with respect to those Shares, unless the
Administrator determines otherwise.
(g) Dividends and Other Distributions. During the Period of Restriction, Participants holding Shares of
Restricted Stock shall be entitled to receive all dividends and other distributions paid with respect to
such Shares unless otherwise provided in the Award Agreement. Any such dividends or distribution
shall be subject to the same restrictions on transferability and forfeitability as the Shares of
Restricted Stock with respect to which they were paid, unless otherwise provided in the Award
Agreement.
(h) Return of Restricted Stock to the Company. On the date set forth in the Award Agreement, the
Restricted Stock for which restrictions have not lapsed shall revert to the Company and again shall
become available for grant under the Plan.
10. Restricted Stock Units.
(a) Grant of Restricted Stock Units. Restricted Stock Units may be granted to Employees at any time
and from time to time, as shall be determined by the Administrator, in its sole discretion. The
Administrator shall have complete discretion in determining the number of Restricted Stock Units
granted to each Participant, provided that during any Fiscal Year, no Participant shall receive more
than a total of 750,000 Restricted Stock Units (and/or Shares of Restricted Stock); provided,
however, that such limit shall be 1,500,000 Restricted Stock Units in the Participant’s first Fiscal
Year of Company service.
(b) Value of Restricted Stock Units. Each Restricted Stock Unit shall have an initial value equal to the
Fair Market Value of a Share on the Grant Date.
(c) Restricted Stock Unit Agreement. Each Award of Restricted Stock Units shall be evidenced by an
Award Agreement that shall specify any vesting conditions, the number of Restricted Stock Units
granted, and such other terms and conditions as the Administrator, in its sole discretion, shall
determine.
(d) Performance Objectives and Other Terms. The Administrator, in its discretion, shall set performance
objectives or other vesting criteria which, depending on the extent to which they are met, will
determine the number or value of Restricted Stock Units that will be paid out to the Participants.
Each Award of Restricted Stock Units shall be evidenced by an Award Agreement that shall specify
the Performance Period, and such other terms and conditions as the Administrator, in its sole
discretion, shall determine.
(i) General Performance Objectives, Performance Goals or Vesting Criteria. The
Administrator may set performance objectives or vesting criteria based upon the
achievement of Company-wide, departmental, or individual goals, Performance Goals,
applicable federal or state securities laws, or any other basis determined by the
Administrator in its discretion (for example, but not by way of limitation, continuous
service as an Employee).
(ii) Section 162(m) Performance Objectives. For purposes of qualifying grants of Restricted
Stock Units as “performance-based compensation” under Section 162(m) of the Code, the
Administrator, in its discretion, may determine that the performance objectives applicable
to Restricted Stock Units shall be based on the achievement of Performance Goals. The
Performance Goals shall be set by the Administrator on or before the latest date
permissible to enable the Restricted Stock Units to qualify as “performance-based
compensation” under Section 162(m) of the Code. In granting Restricted Stock Units that
are intended to qualify under Section 162(m) of the Code, the Administrator shall follow
any procedures determined by it from time to time to be necessary or appropriate to ensure
qualification of the Restricted Stock Units under Section 162(m) of the Code (e.g., in
determining the Performance Goals).
(e) Earning of Restricted Stock Units. After the applicable Performance Period has ended, the holder of
Restricted Stock Units shall be entitled to receive a payout of the number of Restricted Stock Units
earned by the Participant over the Performance Period, to be determined as a function of the extent
Proxy Materials
2015 Proxy Statement Appendix A