2000 Directors Option Plan



 Exhibit 10.6 
  
 AUTODESK, INC. 
  
 2000 DIRECTORS’ OPTION PLAN 
  
 NOTICE OF GRANT OF STOCK OPTION 
  
 Unless otherwise defined herein, the terms defined in the 2000 Directors’ Option Plan (the “Plan”) shall have the same defined meanings in
this Notice of Grant. 
  
 [Optionee’s name and address] 
  
 You have been granted an option to purchase Common Stock of the Company,
subject to the terms and conditions of the Plan and this Option Agreement, as follows: 
  
  

			
	 Grant Number
	 	                                      
              
                                        
    
		
	 Date of Grant
	 	                                      
              
                                        
    
		
	 Vesting Commencement Date
	 	                                      
              
                                        
    
		
	 Exercise Price per Share
	 	$                                      
                    
                                    
		
	 Total Number of Shares Granted
	 	                                      
              
                                 Shares
		
	 Total Exercise Price
	 	$                                      
                    
                                    
		
	 Type of Option
	 	Nonstatutory Stock Option
		
	 Term/Expiration Date
	 	                                      
              
                                        
    

  
 Vesting Schedule: 

 
 This Option may be exercised, in whole or in part, in accordance with the
following schedule: 
  
 [FOR AN INITIAL GRANT: This Option
shall become exercisable in installments cumulatively as to thirty four percent (34%), thirty three percent (33%) and thirty three percent (33%), respectively, of the Optioned Stock on each of the three (3) succeeding years on the anniversary of
such Option’s date of grant, for a total vesting period of approximately three (3) years, provided that the Director continues to serve on the Board on such dates.] 
  
 [FOR AN ANNUAL GRANT: This Option shall become fully exercisable on the date of the Company’s next Annual
Meeting for a total vesting period of approximately one (1) year, provided that the Director continues to serve on the Board on such date.] 
  
  







 AUTODESK, INC. 
  
 2000 DIRECTORS’ OPTION PLAN 
  
 STOCK OPTION AGREEMENT 
  
 Autodesk, Inc., a Delaware corporation (the “Company”), has granted to the optionee (the “Optionee”), named on the Notice of Grant of
Stock Option (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 2000 Directors’ Option Plan adopted by the Company which is incorporated herein by reference. The terms defined in the Plan shall have the same defined meanings in this Option
Agreement. 
  
 1. Nature of the Option. This Option is a
nonstatutory option and is not intended to qualify for any special tax benefits to the Optionee. 
  
 2. Exercise of Option. This Option shall be exercisable during its term in accordance with the provisions of Section 8 of the Plan as follows:

  
 (i) Right to Exercise. 
  
 (a) [FOR AN INITIAL GRANT: This Option shall become exercisable in
installments cumulatively as to thirty four percent (34%), thirty three percent (33%) and thirty three percent (33%), respectively, of the Optioned Stock on each of the three (3) succeeding years on the anniversary of such Option’s date of
grant, for a total vesting period of approximately three (3) years, provided that the Director continues to serve on the Board on such dates; provided, however, that in no event shall the Option be exercisable prior to the date the stockholders of
the Company approve the Plan.] [FOR AN ANNUAL GRANT: This Option shall become fully exercisable on the date of the Company’s next Annual Meeting for a total vesting period of approximately one (1) year, provided that the Director
continues to serve on the Board on such date.] 
  
 (b) This
Option may not be exercised for a fraction of a share. 
  
 (c) In
the event of Optionee’s death, disability or other termination of service as a Director, the exercisability of the Option is governed by Section 8 of the Plan. 
  
 (ii) Method of Exercise. This Option shall be exercisable by written notice which shall state the election to
exercise the Option and the number of Shares in respect of which the Option is being exercised. Such written notice, in the form attached hereto as Exhibit A, shall be signed by the Optionee and shall be delivered in person or by U. S. mail
to the Secretary of the Company. The written notice shall be accompanied by payment of the exercise price. 







 3. Method of Payment. Payment of the exercise price shall be by any of the following, or a
combination thereof, at the election of the Optionee: 
  
 (i)
cash; 
  
 (ii) check; or 
  
 (iii) surrender of other shares which, in the case of Shares acquired upon
exercise of an Option, either have been owned by the Optionee for more than six (6) months on the date of surrender or were not acquired, directly or indirectly, from the Company, and have a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the Shares as to which said Option shall be exercised. 
  
 4. Restrictions on Exercise. This Option may not be exercised if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any
applicable federal or state securities or other law or regulations, or if such issuance would not comply with the requirements of any stock exchange upon which the Shares may then be listed. As a condition to the exercise of this Option, the Company
may require Optionee to make any representation and warranty to the Company as may be required by any applicable law or regulation. 
  
 5. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution
and may be exercised during the lifetime of Optionee only by the Optionee. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. 
  
 6. Term of Option. This Option may be exercised only within the term
set out on the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option. 
  
 7. Taxation Upon Exercise of Option. Optionee understands that, upon exercise of this Option, he or she will recognize income for tax purposes in
an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Shares. Since the Optionee is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain
limited circumstances the measurement and timing of such income (and the commencement of any capital gain holding period) may be deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and
the availability of a Section 83(b) election in particular in connection with the exercise of the Option. Upon a resale of such Shares by the Optionee, any difference between the sale price and the Fair Market Value of the Shares on the date of
exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or loss. 
  

	
	AUTODESK, INC.
	 a Delaware corporation

	
	
 Signature










 Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents
that he or she is familiar with the terms and provisions hereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of
the Board upon any questions arising under the Plan. 
  
 Dated:
                     
  

	
	
 Signature

	
	
 Type or Print Name



  
  
  







 EXHIBIT A 
  

2000 DIRECTORS’ OPTION PLAN 
  
 EXERCISE NOTICE 
  
 Autodesk, Inc. 
 111 McInnis Parkway 
 San Rafael, CA 94903 
  
 Attention:: Corporate Secretary 
  
 1. Exercise of Option. The undersigned (“Optionee”) hereby elects to exercise Optionee’s option to purchase              shares of the Common Stock
(the “Shares”) of Autodesk, Inc. (the “Company”) under and pursuant to the Company’s 2000 Directors’ Option Plan and the Option Agreement dated
             (the “Agreement”). 
  
 2. Representations of Optionee. Optionee acknowledges that Optionee has received, read and understood the Agreement. 
  
 3. Federal Restrictions on Transfer. Optionee understands that the
Shares must be held indefinitely unless they are registered under the Securities Act of 1933, as amended (the “1933 Act”), or unless an exemption from such registration is available, and that the certificate(s) representing the Shares may
bear a legend to that effect. Optionee understands that the Company is under no obligation to register the Shares and that an exemption may not be available or may not permit Optionee to transfer Shares in the amounts or at the times proposed by
Optionee. 
  
 4. Tax Consequences. Optionee understands
that Optionee may suffer adverse tax consequences as a result of Optionee’s purchase or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultant(s) Optionee deems advisable in connection with the
purchase or disposition of the Shares and that Optionee is not relying on the Company for any tax advice. 
  
 5. Delivery of Payment. Optionee herewith delivers to the Company the aggregate purchase price for the Shares that Optionee has elected to purchase
and has made provision for the payment of any federal or state withholding taxes required to be paid or withheld by the Company. 
  
 6. Entire Agreement. The Agreement is incorporated herein by reference. This Exercise Notice and the Agreement constitute the entire agreement of
the parties and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof. This Exercise Notice and the Agreement are governed by California law except for that body of
law pertaining to conflict of laws. 








			
	Submitted by:	  	Accepted by:
		
	 OPTIONEE
	  	 AUTODESK, INC.

		
	
 Signature
	  	
 Signature

		
	
 Type or Print Name
	  	
 Chairman of the Board,

	 	  	 President and Chief Executive Officer

		
	 Address
	  	 111 McInnis Parkway

	 	  	 San Rafael, CA 94903

		
	 	  	
 Date Accepted


  
  







 AUTODESK, INC. 
  
 2000 DIRECTORS’ OPTION PLAN 
  
 NOTICE OF GRANT OF RESTRICTED STOCK AWARD 
  
 Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Notice of Grant.

  
 <Name Name> 
  
 You have been granted the right to purchase Common Stock of the Company,
subject to forfeiture and your continuing status as an Outside Director (as described in the Plan and the attached Restricted Stock Purchase Agreement), as follows: 
  

			
	Grant Number	  	<Number>
		
	Date of Grant	  	<Date>
		
	Price Per Share	  	$0.01
		
	Total Number of Shares Subject to this Restricted Stock Award	  	<Number>
		
	Expiration Date	  	<90 days from grant date>

  
 This option shall
fully vest on the date of the next Annual Stockholders Meeting. 
  
 YOU MUST EXERCISE THIS STOCK PURCHASE RIGHT BEFORE THE EXPIRATION DATE OR IT WILL TERMINATE AND YOU WILL HAVE NO FURTHER RIGHT TO PURCHASE THE SHARES. By your signature and the signature of the Company’s representative below, you and
the Company agree that this Restricted Stock Award is granted under and governed by the terms and conditions of the Autodesk, Inc. 2000 Directors’ Option Plan and the Restricted Stock Purchase Agreement, attached hereto, both of which are made
a part of this document. You further agree to execute the attached Restricted Stock Purchase Agreement as a condition to purchasing any shares under this Restricted Stock Award. 
  

			
	GRANTEE:	 	AUTODESK, INC.
		
	
 Signature
	 	
 Signature

		
	
 Type or Print Name
	 	
 Chairman of the Board, President and Chief Executive Officer


  
  







 AUTODESK, INC. 
  
 2000 DIRECTORS’ OPTION PLAN 
  
 RESTRICTED STOCK PURCHASE AGREEMENT 
  
 Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Restricted Stock
Purchase Agreement. 
  
 WHEREAS in order to give the Purchaser
named in the Notice of Grant, (the “Purchaser”) an opportunity to acquire an equity interest in the Company as an incentive for the Purchaser to participate in the affairs of the Company, the Administrator has granted to the Purchaser a
Restricted Stock Award subject to the terms and conditions of the Plan and the Notice of Grant, which are incorporated herein by reference, and pursuant to this Restricted Stock Purchase Agreement (the “Agreement”). 
  
 NOW THEREFORE, the parties agree as follows:  
  
 1. Sale of Stock. The Company hereby agrees to sell to the Purchaser
and the Purchaser hereby agrees to purchase shares of the Company’s Common Stock (the “Shares”), at the per Share purchase price and as otherwise described in the Notice of Grant 
  
 2. Payment of Purchase Price. The purchase price for the Shares may be
paid by delivery to the Company at the time of execution of this Agreement of cash, a check, or some combination thereof. 
  
 3. Repurchase Option. In the event the Purchaser ceases to be an Outside Director for any or no reason (other than death) before the Shares are
released from the forfeiture provision (see Section 4), the Shares shall be forfeited by the Purchaser without any consideration therefor. In such event, the Company shall deliver written notice to the Purchaser (with a copy to the Escrow Holder).
Upon delivery of such notice, the Company shall become the legal and beneficial owner of the forfeited Shares and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the
number of Shares forfeited to the Company. In the event of the Purchaser’s death, the Purchaser’s Restricted Stock shall become vested as of the date of death. 
  
 4. Release of Shares From Forfeiture Provision. 
  
 (a) The Shares shall be released from the forfeiture provision at the first annual stockholder meeting following the Date of
Grant provided that the Purchaser continues to be an Outside Director until the date of such release. 
  
 (b) Until the Shares have been released from the forfeiture provision, such Shares shall be referred to herein as “Unreleased Shares.”

  
 (c) The Shares that have been released from the forfeiture
provision shall be delivered to the Purchaser. (See Section 6). 
  
 5. Restriction on Transfer. Except for the escrow described in Section 6 or the transfer of the Shares to the Company or its assignees contemplated by this Agreement, none of the Shares or any beneficial interest therein shall be
transferred, encumbered or otherwise disposed of in any way until such Shares are released from the forfeiture provision in accordance with the provisions of this Agreement, other than by will or the laws of descent and distribution. 







 6. Escrow of Shares 
  
 (a) To ensure the availability for delivery of the Purchaser’s Unreleased Shares upon forfeiture pursuant to the
forfeiture provisions, upon execution of this Agreement, the share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit A, shall be delivered and deposited with
an escrow holder designated by the Company (the “Escrow Holder”). The Unreleased Shares and stock assignment shall be held by the Escrow Holder, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached hereto as
Exhibit B, until such time as the forfeiture provisions lapse. 
  
 (b) The Escrow Holder shall not be liable for any act it may do or omit to do with respect to holding the Unreleased Shares in escrow while acting in good faith and in the exercise of its judgment. 
  
 (c) If Shares are forfeited hereunder or when the forfeiture provisions
lapse, the Escrow Holder shall promptly cause a new certificate to be issued for the released Shares and shall deliver the certificate to the Company or the Purchaser, as the case may be. 
  
 (d) Subject to the terms hereof, the Purchaser shall have all the rights of a stockholder with respect to the Shares while
they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. If, from time to time during the term of the forfeiture provisions, there is (i) any stock dividend, stock split
or other change in the Shares, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any and all new, substituted or additional securities to which the Purchaser is entitled by reason of the
Purchaser’s ownership of the Shares shall be immediately subject to this escrow, deposited with the Escrow Holder and included thereafter as “Shares” for purposes of this Agreement and the forfeiture provisions. 
  
 7. Adjustment for Stock Split. All references to the number of Shares
and the purchase price of the Shares in this Agreement shall be appropriately adjusted to reflect any stock split, stock dividend or other change in the Shares which may be made by the Company after the date of this Agreement. 
  
 8. Tax Consequences. The Purchaser has reviewed with the
Purchaser’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser is relying solely on such advisors and not on any statements or
representations of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company) shall be responsible for the Purchaser’s own tax liability that may arise as a result of the transactions contemplated by
this Agreement. The Purchaser understands that Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the difference between the purchase price for the Shares and the Fair Market Value of the
Shares as of the date any restrictions on the Shares lapse. In this context, “restriction” includes the possible forfeiture of Shares pursuant to the forfeiture provisions. The Purchaser understands that the Purchaser may elect to be taxed
at the time the Shares are purchased rather than when and as the forfeiture provisions lapse by filing an election under Section 83(b) of the Code with the Internal Revenue Service within 30 days from the date of purchase. The form for making this
election is attached as Exhibit C hereto. 







 THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S
TO FILE TIMELY THE ELECTION UNDER SECTION 83(b). 
  
 9. General
Provisions 
  
 (a) This Agreement shall be governed by the
laws of the State of California. This Agreement, subject to the terms and conditions of the Plan and the Notice of Grant, represents the entire agreement between the parties with respect to the purchase of the Shares by the Purchaser. Subject to
Section 12(b) 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. Unless otherwise defined herein, the terms defined
in the Plan shall have the same defined meanings in this Agreement. 
  
 (b) Any notice, demand or request required or permitted to be given by either the Company or the Purchaser pursuant to the terms of this Agreement shall be in writing and shall be deemed given when delivered personally or deposited in the
U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing. 
  
 Any notice to the Escrow Holder shall be sent to the Company’s address
with a copy to the other party hereto. 
  
 (c) The rights of the
Company under this Agreement shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and
obligations of the Purchaser under this Agreement may only be assigned with the prior written consent of the Company. 
  
 (d) Either party’s failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision, nor
prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and shall not constitute a waiver of either party’s right to assert any other legal remedy available to
it. 
  
 (e) The Purchaser agrees upon request to execute any
further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement. 
  
 (f) PURCHASER ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO SECTION 4 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS AN OUTSIDE DIRECTOR
(AND NOT THROUGH THE ACT OF PURCHASING SHARES HEREUNDER). PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED
PROMISE OF CONTINUED ENGAGEMENT AS AN OUTSIDE DIRECTOR FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH PURCHASER’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE PURCHASER’S DIRECTORSHIP AT ANY TIME, WITH OR
WITHOUT CAUSE. 







 By Purchaser’s signature below, Purchaser represents that he or she is familiar with the terms and
provisions of the Plan, and hereby accepts this Agreement subject to all of the terms and provisions thereof. Purchaser has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Agreement and fully understands all provisions of this Agreement. Purchaser agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this
Agreement. Purchaser further agrees to notify the Company upon any change in the residence indicated in the Notice of Grant. 
  

			
	DATED:                     	 	 
		
	 PURCHASER:
	 	 AUTODESK, INC.

		
	
 Signature
	 	
 Signature

		
	 	 	 Chairman of the Board, President and Chief Executive Officer

		
	
 Typed or Printed Name
	 	 Title


  
  







 EXHIBIT A 
  
 ASSIGNMENT SEPARATE FROM CERTIFICATE 
  
 FOR VALUE RECEIVED I,
                            , hereby sell, assign and transfer unto Autodesk, Inc. shares of the
Common Stock of Autodesk, Inc. standing in my name of the books of said corporation represented by Certificate No.                     
herewith and do hereby irrevocably constitute and appoint Autodesk, Inc. to transfer the said stock on the books of the within named corporation with full power of substitution in the premises. 
  
 This Stock Assignment may be used only in accordance with the Restricted
Stock Purchase Agreement (the “Agreement”) between Autodesk, Inc. and the undersigned dated             . 
  
 Dated:                     

  

	
	
 Signature



  
 INSTRUCTIONS: Please do
not fill in any blanks other than the signature line. The purpose of this assignment is to enable the Company to reacquire the shares in the event of forfeiture, as set forth in the Agreement, without requiring additional signatures on the part of
the Purchaser. 







 EXHIBIT B 
  
 JOINT ESCROW INSTRUCTIONS 
  
             , 20        

  
 Corporate Secretary 
 Autodesk, Inc. 
 111 McInnis Parkway 
 San Rafael, CA 94903 
  
 As Escrow Agent for both Autodesk, Inc., a Delaware corporation (the “Company”), and the undersigned purchaser of stock of the Company (the
“Purchaser”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase Agreement (“Agreement”) between the Company and the undersigned, in
accordance with the following instructions: 
  
 1. In the event
the stock becomes forfeitable pursuant to the terms of the forfeiture provisions, the Company shall give to Purchaser and you a written notice specifying the number of shares of stock to be forfeited. Purchaser and the Company hereby irrevocably
authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. 
  
 2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being
transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be transferred, to the Company. 
  
 3. Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any
additions and substitutions to said shares as defined in the Agreement. Purchaser does hereby irrevocably constitute and appoint you as Purchaser’s attorney-in-fact and agent for the term of this escrow to execute with respect to such
securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated, including but not limited to the filing with any applicable state blue sky authority of any required
applications for consent to, or notice of transfer of, the securities. Subject to the provisions of this paragraph 3, Purchaser shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you. 
  
 4. In the event the forfeiture provisions lapse, you shall deliver to
Purchaser a certificate representing the shares of stock. 
  
 5.
If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to Purchaser, you shall deliver all of the same to Purchaser and shall be discharged of all further obligations
hereunder. 







 6. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of
the parties hereto. 
  
 7. You shall be obligated only for the
performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper
party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for Purchaser while acting in good faith, and any act done or omitted by you pursuant to the advice of your
own attorneys shall be conclusive evidence of such good faith. 
  
 8. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to
comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such
compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 
  
 9. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or
delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 
  
 10. You shall not be liable for the outlawing of any rights under the statute of limitations with respect to these Joint Escrow Instructions or any
documents deposited with you. 
  
 11. You shall be entitled to
employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor.

  
 12. Your responsibilities as Escrow Agent hereunder shall
terminate if you shall cease to be an officer or agent of the Company or if you shall resign by written notice to each party. In the event of any such termination, the Company shall appoint a successor Escrow Agent. 
  
 13. If you reasonably require other or further instruments in connection with
these Joint Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments. 
  
 14. It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the securities held
by you hereunder, you are authorized and directed to retain in your possession without liability to anyone all or any part of said securities until such disputes shall have been settled either by mutual written agreement of the parties concerned or
by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but you shall be under no duty whatsoever to institute or defend any such proceedings. 
  
 15. Any notice required or permitted hereunder shall be given in writing and
shall be deemed effectively given upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to each of the other 







 parties thereunto entitled at the following addresses or at such other addresses as a party may designate by ten
days’ advance written notice to each of the other parties hereto. 
  

			
	COMPANY:	  	Autodesk, Inc.
	 	  	111 McInnis Parkway
	 	  	San Rafael, CA 94903
		
	PURCHASER:	  	<Name>
	 	  	<Address>
	 	  	<Address>
		
	ESCROW AGENT:	  	Corporate Secretary
	 	  	Autodesk, Inc.
	 	  	111 McInnis Parkway
	 	  	San Rafael, CA 94903

  
 16. By signing these
Joint Escrow Instructions, you become a party hereto only for the purpose of said Joint Escrow Instruction; you do not become a party to the Agreement. 
  
 17. This instrument shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns.

  
 18. These Joint Escrow Instructions shall be governed by, and
construed and enforced in accordance with, the laws of the State of California. 
  

			
	 	 	Very truly yours,
		
	 	 	 AUTODESK, INC.

		
	 	 	
 Signature

		
	 	 	 Chairman of the Board, President and Chief Executive Officer
 Title

		
	 	 	 PURCHASER:

		
	 	 	
 Signature

		
	 	 	
 Typed or Printed Name

	 ESCROW AGENT:
	 	 
		
	 	 	
 Corporate Secretary









 EXHIBIT C 
 ELECTION UNDER SECTION 83(b) 
 OF THE INTERNAL REVENUE CODE OF 1986 
  
 The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue
Code of 1986, as amended, to include in taxpayer’s gross income for the current taxable year the amount of any compensation taxable to taxpayer in connection with his or her receipt of the property described below: 
  

	1.	The name, address, taxpayer identification number and taxable year of the undersigned are as follows: 

  

					
	 NAME:
	 	TAXPAYER:	  	SPOUSE:
			
	 ADDRESS:
	 	 	  	 
			
	 IDENTIFICATION NO:
	 	TAXPAYER:	  	SPOUSE:
	 TAXABLE YEAR:
	 	 	  	 

  

	2.	The property with respect to which the election is made is described as follows:              shares (the
“Shares”) of the Common Stock of Autodesk, Inc. (the “Company”). 

  

	3.	The date on which the property was transferred is:             . 

  

	4.	The property is subject to the following restrictions: 

  
 The Shares may be forfeited by the Company upon certain events. This right lapses with regard to the Shares based on the continued performance of services
by the taxpayer over time. 
  

	5.	The fair market value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such property is:


  
 $             
  

	6.	The amount (if any) paid for such property is: 

  
 $            . 
  
 The undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the
undersigned’s receipt of the above-described property. The transferee of such property is the person performing the services in connection with the transfer of said property. 
  
 The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner. 

 

			
	Dated:             , 20    	 	  


	 	 	Taxpayer
	
	The undersigned spouse of taxpayer joins in this election.
		
	Dated:             , 20    	 	  


	 	 	Spouse of Taxpayer