Autodesk 2015 Annual Report Download - page 90

16. Liability of Company.
(a) Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory
body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to
the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite authority shall not have
been obtained.
(b) Grants Exceeding Allotted Shares. If the Shares covered by an Award exceed, as of the Date of
Grant, the number of Shares which may be issued under the Plan without additional stockholder
approval, such Award shall be void with respect to such excess Shares, unless stockholder approval
of an amendment sufficiently increasing the number of Shares subject to the Plan is timely obtained
in accordance with Section 14(b) of the Plan.
17. Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep
available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.
18. Deferrals. The Administrator, in its sole discretion, may permit a Participant to defer receipt of the payment
of cash or the delivery of Shares that would otherwise be due to such Participant under an Award. Any such deferral
elections shall be subject to such rules and procedures as shall be determined by the Administrator in its sole discretion.
19. Participation. No Employee shall have the right to be selected to receive an Award under this Plan, or, having
been so selected, to be selected to receive a future Award.
20. No Rights as Stockholder. Except to the limited extent provided in Sections 9(f) or 9(g), no Participant (nor
any beneficiary) shall have any of the rights or privileges of a stockholder of the Company with respect to any Shares
issuable pursuant to an Award (or exercise thereof), unless and until Shares shall have been issued, recorded on the records
of the Company or its transfer agents or registrars, and delivered to the Participant (or beneficiary).
21. Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise
thereof), the Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the
Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant’s FICA
obligation) required to be withheld with respect to such Award (or exercise thereof). Notwithstanding any contrary
provision of the Plan, if a Participant fails to remit to the Company such withholding amount within the time period
specified by the Administrator (in its discretion), the Participant’s Award may, in the Administrator’s discretion, be
forfeited and in such case the Participant shall not receive any of the Shares subject to such Award.
22. Section 409A. To the extent that the Administrator determines that any Award granted under the Plan is
subject to Section 409A of the Code, the program pursuant to which such Award is granted and the Award Agreement
evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code. To the extent
applicable, the Plan and any Award Agreements shall be interpreted in accordance with Section 409A of the Code and
Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any
such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan
or the applicable Award Agreement to the contrary, in the event that following the Effective Date the Administrator
determines that any Award may be subject to Section 409A of the Code and related Department of Treasury guidance
(including such Department of Treasury guidance as may be issued after the Effective Date), the Administrator may adopt
such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including
amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines
are necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the intended tax
treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the
Code and related Department of Treasury guidance and thereby avoid the application of any penalty taxes under such
Section.
23. Withholding Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it
may specify from time to time, may permit or require a Participant to satisfy all or part of the tax withholding obligations
in connection with an Award by (a) having the Company withhold otherwise deliverable Shares, or (b) delivering to the
Company already-owned Shares having a Fair Market Value equal to the amount required to be withheld. The amount so
withheld shall not exceed the amount determined by using the minimum federal, state, local or foreign jurisdiction
statutory withholding rates applicable to the Participant with respect to the Award on the date that the amount of tax to be
Proxy Materials
2015 Proxy Statement Appendix A