Exhibit 10.1
AUTODESK, INC.
2008 EMPLOYEE STOCK
PLAN
NONSTATUTORY STOCK OPTION
AGREEMENT
Autodesk Inc., a Delaware
corporation (the “Company”), has granted to the
Participant named on the Notice of Grant of Stock Options (the
“Notice of Grant”) which is attached hereto an option
(the “Option”) to purchase that number of Shares set
forth on the Notice of Grant at the exercise price per Share set
forth on the Notice of Grant (the “Exercise Price”),
subject to all of the terms, definitions and provisions in this
Agreement and the Company’s stock option plan stated in the
Notice of Grant (as applicable, the “Plan”), which is
incorporated herein by reference. Subject to Section 14(c) of
the Plan, in the event of a conflict between the terms and
conditions of the Plan and the terms and conditions of this
Agreement, the terms and conditions of the Plan shall prevail. The
terms defined in the Plan shall have the same defined meanings in
this Agreement.
1. Nature of Option . Each
Option granted under this Agreement shall be a Nonstatutory Stock
Option (“NSO”).
2. Vesting Schedule . Except
as provided in Section 3, the Option awarded by this Agreement
shall vest in accordance with the vesting provisions set forth in
the Notice of Grant. Shares scheduled to vest on a certain date or
upon the occurrence of a certain condition shall not vest in
Participant in accordance with any of the provisions of this
Agreement, unless Participant shall have been continuously an
Employee from the Date of Grant until the date such vesting
occurs.
3. Administrator Discretion .
The Administrator, in its discretion, may accelerate the vesting of
the balance, or some lesser portion of the balance, of the unvested
Option at any time, subject to the terms of the Plan. If so
accelerated, such Option shall be considered as having vested as of
the date specified by the Administrator.
4. Exercise of Option . This
Option may be exercised only within the term set out in the Notice
of Grant, and may be exercised during such term only in accordance
with the Plan and the terms of this Agreement.
This Option shall be exercisable in
a manner and pursuant to such procedures as the Administrator may
determine, which shall state the election to exercise the Option,
the number of Shares in respect of which the Option is being
exercised (the “Exercised Shares”), and such other
representations and agreements as may be required by the Company
pursuant to the provisions of the Plan (the “Exercise
Notice”). Such Exercise Notice shall be properly completed
and delivered in such manner as the Administrator may determine
(including electronically). Payment of the Exercise Price may only
be made in such manner as described below, and if appropriate,
shall accompany the written notice. This Option shall be deemed to
be exercised upon receipt by the Company (or its designated
representative) of the Exercise Notice and completion of payment of
the Exercise Price.
No Shares shall be issued pursuant
to the exercise of this Option unless such issuance and exercise
complies with Applicable Laws. Assuming such compliance, for income
tax purposes the Exercised Shares shall be considered transferred
to the Participant on the date the Option is exercised with respect
to such Exercised Shares. This Option may not be exercised for a
fraction of a share.
5. Method of Payment .
Payment of the aggregate Exercise Price shall be by any of the
following, or a combination thereof, at the election of the
Participant:
(a) cash;
(b) check;
(c) delivery of a properly executed
Exercise Notice together with irrevocable instructions to an agent
of the Company to sell the Shares and promptly deliver to the
Company that portion of the sale proceeds required to pay the
Exercise Price (and any applicable withholding taxes).
6. Termination Period . If
the Participant ceases to be an Employee, including as a result of
his or her Disability, he or she may, but only within twelve
(12) months after the date Participant ceases to be an
Employee, exercise this Option to the extent that he or she was
entitled to exercise it as of the date of such cessation;
provided, however , that in the event that Participant is
terminated for Cause (as defined below), then he or she may only so
exercise this Option within three (3) months after the
date Participant ceases to be an Employee. To the extent he or she
was not entitled to exercise this Option as of the date of such
cessation, or if he or she does not exercise the Option within the
time specified herein, the Option shall terminate. For purposes of
this Section 6, “Cause” shall have the meaning set
forth either (i) in the Participant’s employment
agreement with the Company, if any, or (ii) if the Participant
has no such employment agreement with the Company, in the current
version of the Company’s Executive Change in Control Program,
in effect on the date of grant set forth in the Notice of
Grant.
Notwithstanding the foregoing, if,
the Participant accepts employment with a Competitor (as defined
below) prior to the date Participant terminates employment with the
Company, as determined by the Company in its sole discretion, the
Participant may only exercise this Option within three
(3) months after the date Participant ceases to be an
Employee of the Company. In such case, the Company will notify
Participant of the reduction in post-termination exercise period
applicable to this Option and if no notice is provided by the
Company during the three (3) month period following the
date the Participant ceases to be an Employee, the post-termination
exercise period for this Option will be determined based on the
provisio
