Autodesk 2015 Annual Report Download - page 89

provided, however, that, with respect to Awards with performance-based vesting, including but not
limited to Restricted Stock and Restricted Stock Units, all performance goals or other vesting criteria
will be deemed achieved at one hundred percent (100%) of target levels and all other terms and
conditions met. In addition, if an Option is not assumed or substituted in the event of a Change of
Control, the Administrator shall notify the Participant in writing or electronically that the Option
shall be fully vested and exercisable for a period of fifteen (15) days from the date of such notice,
and the Option shall terminate upon the expiration of such period.
For the purposes of this paragraph, an Award shall be considered assumed if, following the Change
of Control, the Award confers the right to purchase or receive, for each Share subject to the Award
immediately prior to the Change of Control, the consideration (whether stock, cash, or other
securities or property) received in the Change of Control by holders of Common Stock for each
Share held on the effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of the outstanding
Shares); provided, however, that if such consideration received in the Change of Control is not solely
common stock of the successor corporation or its Parent, the Administrator may, with the consent of
the successor corporation, provide for the consideration to be received upon the exercise of an
Option or upon the payout of the Restricted Stock Unit Award, for each Share subject to the Award,
to be solely common stock of the successor corporation or its Parent equal in fair market value to the
per share consideration received by holders of Common Stock in the Change of Control.
Notwithstanding anything in this Section 13(c) to the contrary, an Award that vests, is earned or
paid-out upon the satisfaction of one or more performance goals will not be considered assumed if
the Company or its successor modifies any of such performance goals without the Participant’s
consent; provided, however, a modification to such performance goals only to reflect the successor
corporation’s post-Change of Control corporate structure will not be deemed to invalidate an
otherwise valid Award assumption.
14. Amendment and Termination of the Plan.
(a) Amendment and Termination. Subject to Section 8(d) hereof, the Board may at any time amend,
alter, suspend or terminate the Plan; provided, however, that to the extent necessary and desirable to
comply with any Applicable Law, the Company shall obtain stockholder approval of any Plan
amendment in such a manner and to such a degree as required.
(b) Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the
Plan shall impair the rights of any Participant, unless mutually agreed otherwise between the
Participant and the Administrator, which agreement must be in writing (or electronic format) and
signed by the Participant and the Company.
15. Conditions Upon Issuance of Shares.
(a) Legal Compliance. Shares shall not be issued pursuant to the exercise of an Award unless the
exercise of such Award and the issuance and delivery of such Shares shall comply with Applicable
Laws and shall be further subject to the approval of counsel for the Company with respect to such
compliance.
(b) Investment Representations. As a condition to the exercise or receipt of Shares pursuant to an
Award, the Company may require the person exercising or receiving Shares pursuant to an Award to
represent and warrant at the time of any such exercise or receipt that the Shares are being purchased
only for investment and without any present intention to sell or distribute such Shares if, in the
opinion of counsel for the Company, such a representation is required.
Proxy Materials
2015 Proxy Statement Appendix A