Autodesk 2016 Annual Report Download - page 16

2016 Proxy Statement 10
Proxy Materials
 institute any litigation against the Comp
demands against the Company or make application or demand to a court or other person for an inspection,
investigation or examination of the Company or its subsidiaries or affiliates, except in certain limited
circumstances;
 (i) enter into or maintain any economic or compensatory arrangements with any Settlement Directors (other
than with Mr. Ferguson in his capacity as the managing party or managing member of Sachem Head) that
depend, directly or indirectly, on the performance of the Company or its stock price, or (ii) enter into or
maintain any economic or compensatory arrangements with any other director or nominees for director of the
Company;
 other than sale transactions in which the identity of the purchaser is not known, sell or agree to sell directly or

to its common stock to any third party that has filed a Schedule 13D with respect to the Company or run (or
publicly announced an intention to run) a proxy contest or consent solicitation with respect to another
company in the past three years (to the extent known after reasonably inquiry that such third party has or will
have, benefi
 alone or in concert with others, make any proposal or request that constitutes: (i) advising, controlling,
changing or influencing the Board or management of the Company, (ii) any material change in the

executive management, business, corporate strategy or corporate structure, except in each case for (w)
inadvertent disclosure in a non-public context, (x) in connection with private discussions with limited partners
or shareholders of Sachem Head or Eminence, as applicable, (y) in connection with private discussions
between Sachem Head and Eminence and (z) statements that are consistent with the press release being issued
in connection with the Settlement Agreements.
 During the Standstill Period, the Company, Sachem Head and Eminence shall each refrain from making, or
causing to be made, any public statement or announcement that relates to and constitutes an ad hominem attack
on, or relates to and otherwise disparages, the Company, Sachem Head and Eminence, as applicable, or any of
their respective officers or directors or any affiliates or subsidiaries, advisors, employees, as applicable.
 Sachem Head and Eminence have agreed to cause the shares of Common Stock over which they have the right to
vote or direct the voting to be present for quorum purposes and voted (or consent to be given (if applicable)) (i) in
favor of all nominees recommended by the Board, (ii) against any nominees for director not recommended by the
Board, and (iii) against any proposals to remove any director, at any meeting of the stockholders of the Company
(or in connection with any action by written consent) in which (or through which) action will be taken with
respect to the election or removal of directors during the Standstill Period.
 Each party will bear its own costs, fees and expenses in connection with the Settlement Agreements.
In accordance with the terms of the Settlement Agreements, Mr. Ferguson has executed and delivered to the Company a
resignation letter pursuant to which Mr. Ferguson shall resign from the Board and any committee of the Board on which he sits
(i) in accordance with the Corporate Governance Guidelines of the Company regarding majority voting in director elections and

addition, in accordance with the terms of the Settlement Agreements, each of Messrs. Hill and Clarke have executed and
delivered to the Company a resignation letter pursuant to which each of Messrs. Hill and Clarke shall resign from the Board and
any committee of the Board on which he sits (i) in accordance with the Corporate Governance Guidelines of the Company
regarding majority voting in director elections and (ii) if Mr. Ferguson resigns from the Board other than where such
resignation is due to the Minimum Ownership Obligations not being satisfied or if Sachem Head is entitled to designate a


The foregoing is not a complete description of the terms of the Settlement Agreements, and Resignation Letters. For a further
description of those terms, including copies of the Settlement Agreements and Resignation Letters, see our Current Report on
Form 8-K that we filed with the SEC on March 11, 2016.