0001193125-09-059920 Sample Contracts

AUTODESK, INC. AMENDED AND RESTATED CARL BASS EMPLOYMENT AGREEMENT
Release of Claims Agreement • March 20th, 2009 • Autodesk Inc • Services-prepackaged software • California

This Amended and Restated Employment Agreement (the “Agreement”) is entered into as of December 12, 2008, by and between Autodesk, Inc. (the “Company”) and Carl Bass (“Executive”).

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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”);

AUTODESK, INC. EMPLOYEE QUALIFIED STOCK PURCHASE PLAN SUBSCRIPTION AGREEMENT
Subscription Agreement • March 20th, 2009 • Autodesk Inc • Services-prepackaged software
AUTODESK, INC. STOCK OPTION AGREEMENT (Cashless Exercise)
Stock Option Agreement • March 20th, 2009 • Autodesk Inc • Services-prepackaged software • California

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.

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