Autodesk Inc Sample Contracts

BY AND AMONG
Agreement and Plan of Merger • April 16th, 2002 • Autodesk Inc • Services-prepackaged software • Delaware
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AND
Rights Agreement • January 5th, 1996 • Autodesk Inc • Services-prepackaged software • Delaware
AUTODESK, INC. 2.400% NOTES DUE 2031 UNDERWRITING AGREEMENT
Underwriting Agreement • October 6th, 2021 • Autodesk, Inc. • Services-prepackaged software • New York
AUTODESK, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 31st, 2005 • Autodesk Inc • Services-prepackaged software • Delaware

This Indemnification Agreement (“Agreement”) is effective as of , by and between Autodesk, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

U.S. $1,500,000,000 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 30, 2021 Among AUTODESK, INC. as Borrower and THE LENDERS PARTY HERETO as Lenders and CITIBANK, N.A. as Administrative Agent and BNP BARIBAS as Sustainability Structuring...
Credit Agreement • October 4th, 2021 • Autodesk, Inc. • Services-prepackaged software • New York

PRELIMINARY STATEMENT. The Borrower, the lenders parties thereto and Citibank, as administrative agent, are parties to an Amended and Restated Credit Agreement dated as of December 17, 2018 (as amended or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”). Subject to the satisfaction of the conditions set forth in Section 3.01, the Borrower, the parties hereto and Citibank, as Agent, desire to further amend and restate the Existing Credit Agreement as herein set forth.

AGREEMENT AND PLAN OF MERGER by and among AUTODESK, INC. SWITCH ACQUISITION CORPORATION and MOLDFLOW CORPORATION Dated as of May 1, 2008
Agreement and Plan of Merger • May 2nd, 2008 • Autodesk Inc • Services-prepackaged software • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 1, 2008 by and among Autodesk, Inc., a Delaware corporation (“Parent”), Switch Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Moldflow Corporation, a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article X.

AUTODESK, INC. 2.850% NOTES DUE 2030 UNDERWRITING AGREEMENT
Autodesk, Inc. • January 9th, 2020 • Services-prepackaged software • New York
U.S. $100,000,000 CREDIT AGREEMENT Dated as of August 30, 2005 Among AUTODESK, INC. as Borrower and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and CITIBANK, N.A. as Agent
Credit Agreement • June 4th, 2007 • Autodesk Inc • Services-prepackaged software • New York

AUTODESK, INC., a Delaware corporation (the “Borrower”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof, and CITIBANK, N.A. (“Citibank”), as agent (the “Agent”) for the Lenders (as hereinafter defined), agree as follows:

AUTODESK, INC. ANDREW ANAGNOST EMPLOYMENT AGREEMENT
Release of Claims Agreement • June 19th, 2017 • Autodesk Inc • Services-prepackaged software • California

This Employment Agreement (the “Agreement”) is entered into as of June 19, 2017, by and between Autodesk, Inc. (the “Company”) and Andrew Anagnost (“Executive”).

TERM LOAN AGREEMENT Dated as of December 17, 2018 Among AUTODESK, INC. as Borrower and THE LENDERS PARTY HERETO as Lenders and CITIBANK, N.A. as Administrative Agent
Term Loan Agreement • December 20th, 2018 • Autodesk Inc • Services-prepackaged software • New York

AUTODESK, INC., a Delaware corporation (the “Borrower”), the lenders from time to time party hereto, and CITIBANK, N.A. (“Citibank”), as administrative agent (the “Agent”) for the Lenders (as hereinafter defined), agree as follows:

AUTODESK, INC. as Issuer and as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of December 13, 2012 $400,000,000 of 1.950% Senior Notes due 2017 and $350,000,000 of 3.600% Senior Notes due 2022
First Supplemental Indenture • December 13th, 2012 • Autodesk Inc • Services-prepackaged software • New York

THIS FIRST SUPPLEMENTAL INDENTURE (the “First Supplemental Indenture”) is dated as of December 13, 2012 between AUTODESK, INC., a Delaware corporation (the “Company”) and U.S. Bank National Association, a national banking association (the “Trustee”).

March 28, 2008
Letter Agreement • May 15th, 2008 • Autodesk Inc • Services-prepackaged software • California

This letter agreement sets forth the terms upon which Autodesk, Inc., (“Acquiror”), agrees to enter into discussions regarding a potential business combination with Moldflow Corporation (“Company”) (the “Transaction’”), and certain related matters.

FOURTH AMENDMENT TO LEASE
Lease • March 19th, 2010 • Autodesk Inc • Services-prepackaged software

THIS FOURTH AMENDMENT TO LEASE (this “Amendment”) is effective as of December 31, 2009 (the “Reference Date”), by and between JHS HOLDINGS, L.P., a California limited partnership (“Landlord”), and AUTODESK, INC., a Delaware corporation (“Tenant”).

U.S. $250,000,000 CREDIT AGREEMENT Dated as of August 17, 2007 Among AUTODESK, INC. as Borrower and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and CITIBANK, N.A. as Agent
Credit Agreement • August 23rd, 2007 • Autodesk Inc • Services-prepackaged software • New York

AUTODESK, INC., a Delaware corporation (the “Borrower”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof, and CITIBANK, N.A. (“Citibank”), as agent (the “Agent”) for the Lenders (as hereinafter defined), agree as follows:

AUTODESK, INC. PROMISE TO MAKE CASH PAYMENT AND OPTION AMENDMENT (CANADIAN PARTICIPANTS)
Autodesk Inc • June 4th, 2007 • Services-prepackaged software

Autodesk, Inc. (the “Company”) and [OPTIONEE NAME] (the “Optionee”) are parties to the stock option agreements listed on Exhibit A (“Agreements”) granting Optionee options (the “Options”) to purchase shares of the Company’s common stock subject to the terms of the Company’s [INSERT NAME OF STOCK PLAN].

AUTODESK, INC. AMENDMENT TO STOCK OPTION AGREEMENT(S)
Stock Option Agreement • March 20th, 2009 • Autodesk Inc • Services-prepackaged software

WHEREAS, the Company previously granted Optionee one or more options to purchase common stock of the Company (each an “Option,” and collectively the “Options”) under the Company’s 1996 Stock Plan (the “1996 Plan”), the 2006 Employee Stock Plan (the “2006 Plan”), and/or the 2008 Employee Stock Plan (the “2008 Plan,” and collectively with the 1996 Plan and the 2006 Plan, the “Plans”);

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AGREEMENT AND PLAN OF MERGER among: AUTODESK, INC., a Delaware corporation; ARAUJO ACQUISITION CORP., a Delaware corporation; PLANGRID, INC., a Delaware corporation; and SHAREHOLDER REPRESENTATIVE SERVICES LLC, as the Securityholders’ Agent Dated as...
Agreement and Plan of Merger • November 20th, 2018 • Autodesk Inc • Services-prepackaged software • California

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 20, 2018, by and among: AUTODESK, INC., a Delaware corporation (“Parent”); ARAUJO ACQUISITION CORP., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”); PLANGRID, INC., a Delaware corporation (together with each corporation or other Entity that has been merged into or that otherwise is a predecessor thereto, the “Company”); and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Securityholders’ Agent (as defined in Section 11.1). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AUTODESK, INC. EMPLOYEE QUALIFIED STOCK PURCHASE PLAN SUBSCRIPTION AGREEMENT
Subscription Agreement • March 31st, 2005 • Autodesk Inc • Services-prepackaged software
AUTODESK, INC. as Issuer and as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of June 8, 2017. $500,000,000 of 3.500% Notes due 2027
Autodesk Inc • June 8th, 2017 • Services-prepackaged software • New York

THIS THIRD SUPPLEMENTAL INDENTURE (the “Third Supplemental Indenture”) is dated as of June 8, 2017 between AUTODESK, INC., a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association (the “Trustee”).

AUTODESK, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • March 30th, 2006 • Autodesk Inc • Services-prepackaged software • California

Autodesk, Inc., a Delaware corporation (the “Company”), has granted to the optionee (the “Optionee”), named on the Notice of Grant of Stock Options (the “Notice of Grant”) which is attached hereto an option to purchase that number of shares of Common Stock (the “Shares”) set forth on the Notice of Grant at the price set forth on the Notice of Grant and in all respects subject to the terms, definitions and provisions of the Company’s stock option plan stated in the Notice of Grant (as applicable, the “Plan”), which is incorporated herein by reference. The terms defined in the Plan shall have the same defined meanings in this Option Agreement.

Date] [Insert Name] [Insert Address] Re: Qualified Retirement Agreement Dear ________,
Qualified Retirement Agreement • September 1st, 2021 • Autodesk, Inc. • Services-prepackaged software

This Qualified Retirement Agreement (“Agreement”) confirms your agreement with Autodesk, Inc. (“Autodesk” or the “Company”) about your continued employment and Qualified Retirement with the Company. It is intended that this Agreement be subject to the Autodesk Amended and Restated Severance Plan and Summary Plan Description (the “Severance Plan”), which by reference is incorporated as a part of this agreement. In consideration of the mutual promises and agreements described herein you and the Company agree as follows.

AUTODESK, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • March 31st, 2005 • Autodesk Inc • Services-prepackaged software • California

Autodesk, Inc., a Delaware corporation (the “Company”), has granted to the optionee (the “Optionee”), named on the Notice of Grant of Stock Options (the “Notice of Grant”) which is attached hereto an option to purchase that number of shares of Common Stock (the “Shares”) set forth on the Notice of Grant at the price set forth on the Notice of Grant and in all respects subject to the terms, definitions and provisions of the Company’s stock option plan stated in the Notice of Grant (as applicable, the “Plan”), which is incorporated herein by reference. The terms defined in the Plan shall have the same defined meanings in this Option Agreement.

Re: Separation Agreement
Separation Agreement • June 19th, 2017 • Autodesk Inc • Services-prepackaged software

This Separation Agreement (“Agreement”) is to confirm your agreement with Autodesk, Inc. (“Autodesk” or the “Company”) about your separation from the Company. In consideration of the mutual promises and agreements described herein you and the Company agree as follows.

STOCK OPTION AGREEMENT1
Autodesk Inc • June 20th, 2007 • Services-prepackaged software • California

Autodesk, Inc., a Delaware corporation (the “Company”), has granted to the optionee (the “Optionee”), named on the Notice of Grant of Stock Options (the “Notice of Grant”) which is attached hereto an option to purchase that number of shares of Common Stock (the “Shares”) set forth on the Notice of Grant at the price set forth on the Notice of Grant and in all respects subject to the terms, definitions and provisions of the Company’s stock option plan stated in the Notice of Grant (as applicable, the “Plan”), which is incorporated herein by reference. The terms defined in the Plan shall have the same defined meanings in this Option Agreement.

Confidentiality and Non-Disclosure Agreement
Disclosure Agreement • May 15th, 2008 • Autodesk Inc • Services-prepackaged software • California

This confidentiality and non-disclosure agreement, (“Agreement”) is entered into by and between Autodesk, Inc., located at 111 Mclnnis Parkway, San Rafael, California 94903 (“Autodesk”) and Moldflow Corporation, located at 492 Old Connecticut Path, Suite 401, Framingham, MA 01701, United States (“Company”). Each party has disclosed or anticipates disclosing to the other party certain Confidential Information (as defined below) in connection with the following business purpose: to share and evaluate information regarding each party’s business and technology for the purpose of exploring a potential business relationship between the parties (collectively, the “Business Purpose”). In consideration of the mutual promises and covenants contained in this agreement and the disclosure of confidential information in connection with the business purpose, both parties agree as follows:

AUTODESK, INC. PROMISE TO MAKE CASH PAYMENT AND OPTION AMENDMENT
Autodesk Inc • July 27th, 2007 • Services-prepackaged software

Autodesk, Inc. (the “Company”) and are parties to the stock option agreements listed on Exhibit A (individually an “Agreement” and collectively the “Agreements”) granting Optionee options (the “Options”) to purchase shares of the Company’s common stock subject to the terms of the Company’s 1996 Stock Plan.

AUTODESK, INC. as Issuer and as Trustee FIFTH SUPPLEMENTAL INDENTURE Dated as of October 7, 2021. $1,000,000,000 of 2.400% Notes due 2031
Supplemental Indenture • October 7th, 2021 • Autodesk, Inc. • Services-prepackaged software • New York

THIS FIFTH SUPPLEMENTAL INDENTURE (the “Fifth Supplemental Indenture”) is dated as of October 7, 2021 between AUTODESK, INC., a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association (the “Trustee”).

EXHIBIT A FORM OF TENDER AND VOTING AGREEMENT
Tender and Voting Agreement • May 2nd, 2008 • Autodesk Inc • Services-prepackaged software • Delaware

THIS TENDER AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of May 1, 2008 by and between AUTODESK, INC., a Delaware corporation (“Parent”), SWITCH ACQUISITION CORPORATION, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”) and the undersigned stockholder (“Stockholder”) of MOLDFLOW CORPORATION, a Delaware corporation (the “Company”).

AUTODESK, INC. CAROL A. BARTZ EMPLOYMENT AGREEMENT
Bartz Employment Agreement • January 25th, 2007 • Autodesk Inc • Services-prepackaged software • California

This Employment Agreement (the “Agreement”) is entered into as of January 19, 2007, by and between Autodesk, Inc. (the “Company”) and Carol A. Bartz (“Executive”). This Agreement replaces and supersedes the agreement dated April 7, 1992, between the Company and Executive, which is terminated effective upon the signing of this Agreement.

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