Autodesk 2015 Annual Report Download - page 88

to which the corresponding performance objectives have been achieved. After the grant of a
Restricted Stock Unit, the Administrator, in its sole discretion, may reduce or waive any performance
objectives for such Restricted Stock Unit.
(f) Form and Timing of Payment of Restricted Stock Units. Payment of vested Restricted Stock Units
shall be made as soon as practicable after vesting (subject to any deferral permitted under
Section 18). The Administrator, in its sole discretion, may pay Restricted Stock Units in the form of
cash, in Shares or in a combination thereof.
(g) Cancellation of Restricted Stock Units. On the date set forth in the Award Agreement, all unvested
Restricted Stock Units shall be forfeited to the Company and, except as otherwise determined by the
Administrator, again shall be available for grant under the Plan.
11. Leaves of Absence. Unless the Administrator provides otherwise or except as otherwise required by
Applicable Laws, vesting of Awards granted hereunder shall continue during any leave of absence approved by the
Administrator.
12. Non-Transferability of Awards. Unless determined otherwise by the Administrator, an Award may not be
sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the recipient, only by the recipient. If the
Administrator makes an Award transferable, such Award shall contain such additional terms and conditions as the
Administrator deems appropriate; provided, however, that such Award shall in no event be transferable for value.
Notwithstanding the foregoing, a Participant may, if the Administrator (in its discretion) so permits, transfer an Award to an
individual or entity other than the Company. Any such transfer shall be made in accordance with such procedures as the
Administrator may specify from time to time.
13. Adjustments Upon Changes in Capitalization.
(a) Subject to any required action by the stockholders of the Company, the number of Shares covered by
each outstanding Award, the number of Shares which have been authorized for issuance under the
Plan but as to which no Awards have yet been granted or which have been returned to the Plan upon
cancellation or expiration of an Award, as well as the price per Share of Common Stock covered by
each such outstanding Award and the 162(m) Fiscal Year share issuance limits under Sections 8(a),
9(a) and 10(a) hereof, shall be proportionately adjusted for any increase or decrease in the number of
issued Shares resulting from a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in the number of issued
Shares effected without receipt of consideration by the Company; provided, however, that
conversion of any convertible securities of the Company shall not be deemed to have been “effected
without receipt of consideration.” Such adjustment shall be made by the Compensation Committee,
whose determination in that respect shall be final, binding and conclusive. Except as expressly
provided herein, no issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock subject to an Award.
(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company,
the Administrator shall notify each Participant as soon as practicable prior to the effective date of
such proposed transaction. The Administrator in its discretion may provide for a Participant to have
the right to exercise his or her Award until ten (10) days prior to such transaction as to all of the
Shares covered thereby, including Shares as to which the Award would not otherwise be exercisable.
In addition, the Administrator may provide that any Company repurchase option or forfeiture rights
applicable to any Award shall lapse 100%, and that any Award vesting shall accelerate 100%,
provided the proposed dissolution or liquidation takes place at the time and in the manner
contemplated. To the extent it has not been previously exercised, an Award will terminate
immediately prior to the consummation of such proposed action.
(c) Change of Control. In the event of a Change of Control, each outstanding Award shall be assumed
or an equivalent Award substituted by the successor corporation or a Parent or Subsidiary of the
successor corporation.
In the event that the successor corporation refuses to assume or substitute for the Award, the
Participant shall fully vest in and have the right to exercise all of his or her outstanding Options,
including Shares as to which such Awards would not otherwise be vested or exercisable, all
restrictions on Restricted Stock will lapse and all Restricted Stock Units shall become fully vested;
Proxy Materials
2015 Proxy Statement Appendix A