Common use of Company Employee Stock Purchase Plan Clause in Contracts

Company Employee Stock Purchase Plan. Outstanding purchase rights under Company's Purchase Plan shall be exercised in accordance with Section 13(b) of the Purchase Plan and each share of Company Common Stock purchased pursuant to such exercise shall by virtue of the Merger, and without any action on the part of the holder thereof, be converted into the right to receive a number of shares of Parent Common Stock equal to the Exchange Ratio without issuance of certificates representing issued and outstanding shares of Company Common Stock to Purchase Plan participants. The Company agrees that it shall terminate the Purchase Plan immediately following the aforesaid purchase of shares of Company Common Stock thereunder. Parent agrees that from and after the Effective Time, Company employees may participate in the Parent Employee Stock Purchase Plan (the "Parent Purchase Plan"), subject to the terms and conditions of the Parent Purchase Plan, including with respect to a special offering period for Company employees commencing at the Effective Time and terminating at the earlier of (i) the end of the most recently commenced offering period under the Parent Purchase Plan, or, (ii) 27 months after the Effective Time. 42 (c) Benefit Arrangements. (a) Parent and Company agree that Parent will provide benefits other than cash and equity compensation to Company employees in their new positions with Parent following the Effective Time that are substantially identical in the aggregate to the benefits currently provided to similarly situated employees of Parent. From and after the Effective Time, Parent shall grant all employees credit for all service (to the same extent as service with Parent is taken into account with respect to similarly situated employees of Parent) with Company prior to the Effective Time for (i) eligibility and vesting purposes and (ii) for purposes of vacation accrual after the Effective Time as if such service with Company was service with Parent, except that no such service credit shall be extended with respect to the Parent's sabbatical program. Parent and Company agree that where applicable with respect to any medical or dental benefit plan of Parent, Parent shall waive any pre-existing condition exclusion and actively-at-work requirements and provide that any covered expenses incurred on or before the Effective Time by an employee or an employee's covered dependents shall be taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Effective Time to the same extent as such expenses are taken into account for the benefit of similarly situated employees of Parent.

Company Employee Stock Purchase Plan. Outstanding purchase rights under Company's Purchase Plan shall be exercised in accordance with Section 13(b(a) of the Purchase Plan and each share of Company Common Stock purchased pursuant to such exercise shall by virtue of the Merger, and without any action on the part of the holder thereof, be converted into the right to receive a number of shares of Parent Common Stock equal to the Exchange Ratio without issuance of certificates representing issued and outstanding shares of Company Common Stock to Purchase Plan participants. The Company agrees that it shall terminate the Purchase Plan immediately following the aforesaid purchase of shares of Company Common Stock thereunder. Parent agrees that from and after At the Effective Time, Company employees may participate in each outstanding purchase right (each an "ASSUMED PURCHASE RIGHT" and, collectively, the Parent "ASSUMED PURCHASE RIGHTS") under the Company's 1995 Employee Stock Purchase Plan (the "Parent Purchase PlanCOMPANY STOCK PURCHASE PLAN")) shall be deemed to constitute a purchase right to acquire, subject to on the same terms and conditions as were applicable under the Company Stock Purchase Plan immediately prior to the Effective Time, a number of Parent Common Shares determined as provided in the Parent Company Stock Purchase Plan, including with respect to a special offering period for Company employees commencing at except that the Effective Time and terminating at per share purchase price of such Parent Common Shares under each such Assumed Purchase Right will be the earlier lower of (i) the end quotient determined by dividing (x) 85% of the most recently commenced closing price of a Discreet Common Share as reported on the Nasdaq National Market on the first day of the offering period under in effect as of the Parent Purchase Plan, or, Effective Time (the "CURRENT OFFERING PERIOD") by (y) the Exchange Ratio and (ii) 27 months 85% of the closing price of a share of Autodesk Common Stock as reported on the Nasdaq National Market on the last day of the Current Offering Period. As soon as practicable after consummation of the Transactions, Autodesk shall deliver to the participants in the Company Stock Purchase Plan appropriate notice setting forth such participants' rights pursuant thereto and that the Assumed Purchase Rights shall continue in effect on the terms and conditions provided in this Section 5.6. (b) Parent shall file and cause to become effective not later than the Effective TimeTime a registration statement under the Securities Act with respect to the assumption by Parent of the Company Options referred to in Section 5.5 and the Assumed Purchase Rights referred to in this Section 5.6 and with respect to the issuance of Parent Common Shares upon exercise of those Company Options and Assumed Purchase Rights and to keep such registration statement effective throughout the term of such Company Options and Assumed Purchase Rights. 42 (c) Benefit Arrangements. (a) Parent and Employees of the Company agree that Parent will provide benefits other than cash and equity compensation to Company employees in their new positions with Parent following as of the Effective Time that are substantially identical shall be permitted to participate in Parent's Employee Stock Purchase Plan commencing on the aggregate to the benefits currently provided to similarly situated employees of Parent. From and after first enrollment date following the Effective Time, Parent shall grant all subject to compliance with the eligibility provisions of such plan (with employees credit for all service (to the same extent as service with Parent is taken into account with respect to similarly situated employees of Parent) with Company prior to the Effective Time for (i) eligibility and vesting purposes and (ii) receiving credit, for purposes of vacation accrual after the Effective Time as if such eligibility provisions, for service with Company was service with Parent, except that no such service credit shall be extended with respect to the Parent's sabbatical programCompany). Parent and Company agree that where applicable with respect to any medical or dental benefit plan of Parent, Parent shall waive any pre-existing condition exclusion and actively-at-work requirements and provide that any covered expenses incurred on or before the Effective Time by an employee or an employee's covered dependents shall be taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Effective Time to the same extent as such expenses are taken into account for the benefit of similarly situated employees of Parent.5.7

Company Employee Stock Purchase Plan. Outstanding purchase rights under Company's Purchase Plan shall be exercised in accordance with Section 13(b(a) of the Purchase Plan and each share of Company Common Stock purchased pursuant to such exercise shall by virtue of the Merger, and without any action on the part of the holder thereof, be converted into the right to receive a number of shares of Parent Common Stock equal to the Exchange Ratio without issuance of certificates representing issued and outstanding shares of Company Common Stock to Purchase Plan participants. The Company agrees that it shall terminate the Purchase Plan immediately following the aforesaid purchase of shares of Company Common Stock thereunder. Parent agrees that from and after At the Effective Time, Company employees may participate in each outstanding purchase right (each an "Assumed Purchase Right" and, collectively, the Parent "Assumed Purchase Rights") under the Company's 1995 Employee Stock Purchase Plan (the "Parent Company Stock Purchase Plan")) shall be deemed to constitute a purchase right to acquire, subject to on the same terms and conditions as were applicable under the Company Stock Purchase Plan immediately prior to the Effective Time, a number of Parent Common Shares determined as provided in the Parent Company Stock Purchase Plan, including with respect to a special offering period for Company employees commencing at except that the Effective Time and terminating at per share purchase price of such Parent Common Shares under each such Assumed Purchase Right will be the earlier lower of (i) the end quotient determined by dividing (x) 85% of the most recently commenced closing price of a Discreet Common Share as reported on the Nasdaq National Market on the first day of the offering period under in effect as of the Parent Purchase Plan, or, Effective Time (the "Current Offering Period") by (y) the Exchange Ratio and (ii) 27 months 85% of the closing price of a share of Autodesk Common Stock as reported on the Nasdaq National Market on the last day of the Current Offering Period. As soon as practicable after consummation of the Transactions, Autodesk shall deliver to the participants in the Company Stock Purchase Plan appropriate notice setting forth such participants' rights pursuant thereto and that the Assumed Purchase Rights shall continue in effect on the terms and conditions provided in this Section 5.6. (b) Parent shall file and cause to become effective not later than the Effective TimeTime a registration statement under the Securities Act with respect to the assumption by Parent of the Company Options referred to in Section 5.5 and the Assumed Purchase Rights referred to in this Section 5.6 and with respect to the issuance of Parent Common Shares upon exercise of those Company Options and Assumed Purchase Rights and to keep such registration statement effective throughout the term of such Company Options and Assumed Purchase Rights. 42 (c) Benefit Arrangements. (a) Parent and Employees of the Company agree that Parent will provide benefits other than cash and equity compensation to Company employees in their new positions with Parent following as of the Effective Time that are substantially identical shall be permitted to participate in Parent's Employee Stock Purchase Plan commencing on the aggregate to the benefits currently provided to similarly situated employees of Parent. From and after first enrollment date following the Effective Time, Parent shall grant all subject to compliance with the eligibility provisions of such plan (with employees credit for all service (to the same extent as service with Parent is taken into account with respect to similarly situated employees of Parent) with Company prior to the Effective Time for (i) eligibility and vesting purposes and (ii) receiving credit, for purposes of vacation accrual after the Effective Time as if such eligibility provisions, for service with Company was service with Parent, except that no such service credit shall be extended with respect to the Parent's sabbatical programCompany). Parent and Company agree that where applicable with respect to any medical or dental benefit plan of Parent, Parent shall waive any pre-existing condition exclusion and actively-at-work requirements and provide that any covered expenses incurred on or before the Effective Time by an employee or an employee's covered dependents shall be taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Effective Time to the same extent as such expenses are taken into account for the benefit of similarly situated employees of Parent.5.7