0001193125-07-128975 Sample Contracts

AUTODESK, INC. PROMISE TO MAKE CASH PAYMENT AND OPTION AMENDMENT (CANADIAN PARTICIPANTS)
Promise to Make Cash Payment and Option Amendment • June 4th, 2007 • Autodesk Inc • 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].

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TENDER OFFER ELECTION AGREEMENT
Tender Offer Election Agreement • June 4th, 2007 • Autodesk Inc • Services-prepackaged software

Before completing this Election Form, please make sure that you have received, read and understand the documents that make up this offer, including:

AUTODESK, INC. PROMISE TO MAKE CASH PAYMENT AND OPTION AMENDMENT (U.S. PARTICIPANTS)
Promise to Make Cash Payment and Option Amendment • June 4th, 2007 • Autodesk Inc • 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].

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