EXHIBIT 10.2
AUTODESK, INC.
1998 EMPLOYEE QUALIFIED STOCK PURCHASE PLAN/1/
The following constitute the provisions of the 1998 Employee Qualified
Stock Purchase Plan (herein called the "Plan") of Autodesk, Inc. (herein called
the "Company").
1. Purpose. The purpose of the Plan is to provide employees of the
-------
Company and its Designated Subsidiaries with an opportunity to purchase Common
Stock of the Company through accumulated payroll deductions. It is the intention
of the Company to have the Plan qualify as an "Employee Stock Purchase Plan"
under Section 423 of the Internal Revenue Code of 1986. The provisions of the
Plan shall, accordingly, be construed so as to extend and limit participation in
a manner consistent with the requirements of that section of the Code.
2. Definitions.
-----------
(a) "Board" shall mean the Board of Directors of the Company.
-----
(b) "Code" shall mean the Internal Revenue Code of 1986.
----
(c) "Common Stock" shall mean the Common Stock, par value $0.01 per
------------
share, of the Company.
(d) "Company" shall mean Autodesk, Inc., a Delaware corporation.
-------
(e) "Compensation" shall mean all regular straight time earnings,
------------
payments for overtime, shift premium and commissions, but exclusive of any
incentive compensation, incentive payments, bonuses, or other compensation.
(f) "Continuous Status as an Employee" shall mean the absence of any
--------------------------------
interruption or termination of service as an Employee. Continuous Status as an
Employee shall not be considered interrupted in the case of a leave of absence
agreed to in writing by the Company, provided that such leave is for a period of
not more than 90 days or reemployment upon the expiration of such leave is
guaranteed by contract or statute.
(g) "Designated Subsidiaries" shall mean the Subsidiaries which have
-----------------------
been designated by the Board from time to time in its sole discretion as
eligible to participate in the Plan.
______________________
/1/As amended by the Company's Board of Directors on September 9, 1998.
-1-
(h) "Employee" shall mean any person, including an officer, who is
--------
customarily employed for at least twenty (20) hours per week and more than five
(5) months in a calendar year by the Company or one of its Designated
Subsidiaries.
(i) "Exercise Date" shall mean the date one day prior to the date six
-------------
(6) months, twelve (12) months, eighteen (18) months or twenty-four (24) months
after the Offering Date of each Offering Period.
(j) "Exercise Period" shall mean a period commencing on an Offering
---------------
Date or on the day after an Exercise Date and terminating one day prior to the
date six (6) months later.
(k) "Offering Period" shall mean a period of twenty-four (24) months
---------------
consisting of four (4) six-month Exercise Periods during which options granted
pursuant to the Plan may be exercised.
(l) "Offering Date" shall mean the first day of each Offering Period
-------------
of the Plan.
(m) "Plan" shall mean this 1998 Employee Qualified Stock Purchase
----
Plan.
(n) "Subsidiary" shall mean a corporation, domestic or foreign, of
----------
which not less than 50% of the voting shares are held by the Company or a
Subsidiary, whether or not such corporation now exists or is hereafter organized
or acquired by the Company or a Subsidiary.
3. Eligibility.
-----------
(a) Any Employee as defined in paragraph 2 who shall be employed by
the Company on the Offering Date shall be eligible to participate in the Plan,
subject to limitations imposed by Section 423(b) of the Code.
(b) Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an option under the Plan (i) if, immediately after the
grant, such Employee (or any other person whose stock would be attributed to
such Employee pursuant to Section 424(d) of the Code) would own stock and/or
hold outstanding options to purchase stock possessing five percent (5%) or more
of the total combined voting power or value of all classes of stock of the
Company or of any subsidiary of the Company, or (ii) which permits such
Employee's rights to purchase stock under all employee stock purchase plans of
the Company and its subsidiaries to accrue at a rate which exceeds Twenty-Five
Thousand Dollars ($25,000) of fair market value of such stock (determined at the
time such option is granted) for each calendar year in which such option is
outstanding at any time.
4. Offering Periods. The Plan shall be implemented by twenty-four (24)
----------------
month Offering Periods beginning every six (6) months, until terminated in
accordance with Section 20 hereof; provided that, the first Offering Period
shall begin on the first business day after the Company's Special Meeting on
March 31,1998. The Board of Directors of the Company shall have the power to
change the duration of offering periods with respect to future offerings without
stockholder approval if such change is
-2-
announced at least fifteen (15) days prior to the scheduled beginning of the
first offering period to be affected.
5. Participation.
-------------
(a) An eligible Employee may become a participant in the Plan by
completing a subscription agreement authorizing payroll deductions on the form
provided by the Company and filing it with the Company's payroll office at least
one week prior to the applicable Offering Date, unless a later time for filing
the subscription agreement is set by the Board for all eligible Employees with
respect to a given offering.
(b) Payroll deductions for a participant shall continue at the rate
specified in the subscription agreement throughout the Offering Period with
automatic re-enrollment for the Offering Period which commences the day after
the Exercise Date at the same rate specified in the original subscription
agreement, subject to any change in subscription rate made pursuant to Section
6(c), unless sooner terminated by the participant as provided in Section 10.
6. Payroll Deductions.
------------------
(a) At the time a participant files his or her subscription
agreement, such participant shall elect to have payroll deductions made on each
payday during the offering period in an amount not exceeding fifteen percent
(15%) of his or her Compensation on each payroll date. The aggregate of such
payroll deductions during any offering period shall not exceed fifteen percent
(15%) of his or her aggregate Compensation during said offering period.
(b) All payroll deductions made by a participant shall be credited to
his or her account under the Plan. A participant may not make any additional
payments into such account.
(c) A participant may discontinue his or her participation in the
Plan as provided in Section 11, or may increase or decrease the rate of his or
her payroll deductions at any time during the Offering Period by completing or
filing with the Company a form provided by the Company notifying the payroll
office of such withdrawal or reduction of withholding rate. The change in rate
shall be effective as of the next pay date following receipt of the form or at
such other time as the Company and the participant may agree.
7. Grant of Option.
---------------
(a) On the Offering Date of each Offering Period, each eligible
Employee participating in the Plan shall be granted an option to purchase on
each Exercise Date during such Offering Period (at the per share option price)
up to a number of shares of the Company's Common Stock determined by dividing
such Employee's payroll deductions to be accumulated prior to such Exercise Date
by the lower of (i) eighty-five percent (85%) of the fair market value of a
share of the Company's Common Stock on the Offering Date or (ii) eighty-five
percent (85%) of the fair market value of a share of the Company's Common Stock
on the Exercise Date; provided that in no event shall
-3-
an Employee be permitted to purchase during an Offering Period a number of
shares in excess of a number determined by dividing $50,000 by the fair market
value of a share of the Company's Common Stock on the Offering Date, subject to
the limitations set forth in Sections 3(b) and 13 hereof. Fair market value of a
share of the Company's Common Stock shall be determined as provided in Section
7(b) herein.
(b) The option price per share of the shares offered in a given
Exercise Period shall be the lower of: (i) 85% of the fair market value of a
share of the Common Stock of the Company on the Offering Date; or (ii) 85% of
the fair market value of a share of the Common Stock of the Company on the
Exercise Date. The fair market value of the Company's Common Stock on a given
date shall be the closing price as quoted on the Nasdaq Stock Market, Inc.'s
National Market or, if traded on a securities exchange, the closing price on
such exchange.
8. Exercise of Option. Unless a participant withdraws from the Plan as
------------------
provided in Section 11, his or her option for the purchase of shares will be
exercised automatically on each Exercise Date of the Offering Period, and the
maximum number of full shares subject to option will be purchased for him or her
at the applicable option price with the accumulated payroll deductions in his or
her account. During his or her lifetime, a participant's option to purchase
shares hereunder is exercisable only by him or her.
9. Delivery. As promptly as practicable after the Exercise Date of each
--------
offering, the Company shall arrange the delivery to each participant, as
appropriate, of a certificate representing the shares purchased upon exercise of
his or her option. Any cash remaining which is insufficient to purchase a full
share of Common Stock at the termination of each Exercise Period shall be
applied to such participant's account in the subsequent Exercise Period unless
the participant requests withdrawal of such cash.
10. Automatic Transfer to Low Price Offering Period. In the event that
-----------------------------------------------
the fair market value of the Company's Common Stock is lower on an Exercise Date
than it was on the first Offering Date for that Offering Period, all Employees
participating in the Plan on the Exercise Date shall be deemed to have withdrawn
from the Offering Period immediately after the exercise of their option on such
Exercise Date and to have enrolled as participants in a new Offering Period
which begins on or about the day following such Exercise Date. A participant
may elect to remain in the previous Offering Period by filing a written
statement declaring such election with the Company prior to the time of the
automatic change to the new Offering Period.
11. Withdrawal; Termination of Employment.
-------------------------------------
(a) A participant may withdraw all but not less than all the payroll
deductions credited to his or her account under the Plan at any time prior to
the Exercise Date of the Offering Period by giving written notice to the
Company. All of the participant's payroll deductions credited to his or her
account will be paid to him or her at the next pay date after receipt of his or
her notice of withdrawal and his or her option for the current period will be
automatically terminated, and no further payroll deductions for the purchase of
shares will be made during the Offering Period.
-4-
(b) Upon termination of the participant's Continuous Status as an
Employee prior to the Exercise Date for any reason, including retirement or
death, the payroll deductions credited to his or her account will be returned to
the participant's or, in the case the of participant's death, to the person or
persons entitled thereto under Section 15, and his or her option will be
automatically terminated.
(c) A participant's withdrawal from an offering will not have any
effect upon his or her eligibility to participate in a succeeding offering or in
any similar plan which may hereafter be adopted by the Company.
12. Interest. No interest shall accrue on the payroll deductions of a
--------
participant in the Plan.
13. Stock.
-----
(a) The maximum number of shares of the Company's Common Stock which
shall be made available for sale under the Plan shall be 2,000,000 shares, plus
an annual increase to be made on the last day of the immediately preceding
fiscal year equal to the lesser of (i) 2,500,000 shares, (ii) 2% of the Issued
Shares (as defined below) on such date or (iii) a lesser amount determined by
the Board, subject to adjustment upon changes in capitalization of the Company
as provided in Section 19 hereof. "Issued Shares" shall mean the number of
shares of Common Stock of the Company outstanding on such date plus any shares
reacquired by the Company during the fiscal year that ends on such date. If the
total number of shares which would otherwise be subject to options granted
pursuant to Section 7(a) hereof on the Exercise Date of an Offering Period
exceeds the number of shares then available under the Plan (after deduction of
all shares for which options have been exercised or are then outstanding), the
Company shall make a pro rata allocation of the shares remaining available for
option grant in as uniform a manner as shall be practicable and as it shall
determine to be equitable. In such event, the Company shall give written notice
of such reduction of the number of shares subject to the option to each Employee
affected thereby and shall similarly reduce the rate of payroll deductions, if
necessary.
(b) The participant will have no interest or voting right in shares
covered by his or her option until such option has been exercised.
(c) Shares to be delivered to a participant under the Plan will be
registered in the name of the participant or in the name of the participant and
his or her spouse.
14. Administration. The Plan shall be administered by the Board of
--------------
Directors of the Company or a committee appointed by the Board. The
administration, interpretation or application of the Plan by the Board or its
committee shall be final, conclusive and binding upon all participants. Members
of the Board who are eligible Employees are permitted to participate in the
Plan, provided that:
(a) Members of the Board who are eligible to participate in the Plan
may not vote on any matter affecting the administration of the Plan or the grant
of any option pursuant to the Plan.
-5-
(b) If a Committee is established to administer the Plan, no member
of the Board who is eligible to participate in the Plan may be a member of the
Committee.
15. Designation of Beneficiary.
--------------------------
(a) A participant may file a written designation of a beneficiary who
is to receive any shares and cash, if any, from the participant's account under
the Plan in the event of such participant's death subsequent to the end of the
offering period but prior to delivery to such participant of such shares and
cash. In addition, a participant may file a written designation of a beneficiary
who is to receive any cash from the participant's account under the Plan in the
event of such participant's death prior to the Exercise Date of the offering
period.
(b) Such designation of beneficiary may be changed by the participant
at any time by written notice. In the event of the death of a participant and in
the absence of a beneficiary validly designated under the Plan who is living at
the time of such participant's death, the Company shall deliver such shares
and/or cash to the executor or administrator of the estate of the participant,
or if no such executor or administrator has been appointed (to the knowledge of
the Company), the Company, in its discretion, may deliver such shares and/or
cash to the spouse or to any one or more dependents or relatives of the
participant, or if no spouse, dependent or relative is known to the Company,
then to such other person as the Company may designate.
16. Transferability. Neither payroll deductions credited to a
---------------
participant's account nor any rights with regard to the exercise of an option or
to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 15 hereof) by the participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be without
effect, except that the Company may treat such act as an election to withdraw
funds in accordance with Section 11.
17. Use of Funds. All payroll deductions received or held by the Company
------------
under the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such payroll deductions.
18. Reports. Individual accounts will be maintained for each participant
-------
in the Plan. Statements of account will be given to participating Employees
annually promptly following the Exercise Date, which statements will set forth
the amounts of payroll deductions, the per share purchase price, the number of
shares purchased and the remaining cash balance, if any.
19. Adjustments Upon Changes in Capitalization. Subject to any required
------------------------------------------
action by the stockholders of the Company, the number of shares of Common Stock
covered by each option under the Plan which has not yet been exercised and the
number of shares of Common Stock which have been authorized for issuance under
the Plan but have not yet been placed under option (collectively, the
"Reserves"), as well as the price per share of Common Stock covered by each
option under the Plan which has not yet been exercised, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split or the payment of a stock
-6-
dividend (but only on the Common Stock) or any other increase or decrease in the
number of shares of Common Stock effected without receipt of consideration by
the Company; provided, however, that conversion of any convertible securities of
the Company shall not be deemed to have been "effected without receipt of
consideration." Such adjustment shall be made by the Board, whose determination
in that respect shall be final, binding and conclusive. Except as expressly
provided herein, no issue by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Common Stock subject to an option.
In the event of the proposed dissolution or liquidation of the Company, the
offering period will terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Board. In the event of a
proposed sale of all or substantially all of the assets of the Company, or the
merger of the Company with or into another corporation, each option under the
Plan shall be assumed or an equivalent option shall be substituted by such
successor corporation or a parent or subsidiary of such successor corporation,
unless the Board determines, in the exercise of its sole discretion and in lieu
of such assumption or substitution, that the participant shall have the right to
exercise the option as to all of the optioned stock, including shares as to
which the option would not otherwise be exercisable. If the Board makes an
option fully exercisable in lieu of assumption or substitution in the event of a
merger or sale of assets, the Board shall notify the participant that the option
shall be fully exercisable for a period of thirty (30) days from the date of
such notice, and the option will terminate upon the expiration of such period.
The Board may, if it so determines in the exercise of its sole discretion,
also make provision for adjusting the Reserves, as well as the price per share
of Common Stock covered by each outstanding option, in the event that the
Company effects one or more reorganizations, recapitalizations, rights offerings
or other increases or reductions of shares of its outstanding Common Stock.
20. Amendment or Termination. The Board of Directors of the Company may
------------------------
at any time terminate or amend the Plan. No such termination can affect options
previously granted, nor may an amendment make any change in any option
theretofore granted which adversely affects the rights of any participant. In
addition, to the extent necessary to comply with Rule 16b-3 under the Act or
under Section 423 of the Code (or any successor rule or provision or any other
applicable law or regulation), the Company shall obtain stockholder approval in
such a manner and to such a degree as so required.
21. Notices. All notices or other communications by a participant to the
-------
Company under or in connection with the Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.
-7-
22. Stockholder Approval.
--------------------
(a) Continuance of the Plan shall be subject to approval by the
stockholders of the Company within twelve (12) months before or after the date
the Plan is adopted. If such stockholder approval is obtained at a duly held
stockholders' meeting, it must be obtained by the affirmative vote of the
holders of a majority of the outstanding shares of the Company, or if such
stockholder approval is obtained by written consent, it must be obtained by the
unanimous written consent of all stockholders of the Company; provided, however,
that approval at a meeting or by written consent may be obtained by a lesser
degree of stockholder approval if the Board determines, in its discretion after
consultation with the Company's legal counsel, that such a lesser degree of
stockholder approval will comply with all applicable laws and will not adversely
affect the qualification of the Plan under Section 423 of the Code.
(b) If and in the event that the Company registers any class of
equity securities pursuant to Section 12 of the Exchange Act, any required
approval of the stockholders of the Company obtained after such registration
shall be solicited substantially in accordance with Section 14(a) of the
Exchange Act and the rules and regulations promulgated thereunder.
(c) If any required approval by the stockholders of the Plan itself
or of any amendment thereto is solicited at any time otherwise than in the
manner described in paragraph 21(b) hereof, then the Company shall, at or prior
to the first annual meeting of stockholders held subsequent to the later of (1)
the first registration of any class of equity securities of the Company under
Section 12 of the Exchange Act or (2) the granting of an option hereunder to an
officer or director after such registration, do the following:
(i) furnish in writing to the holders entitled to vote for the
Plan substantially the same information which would be required (if proxies to
be voted with respect to approval or disapproval of the Plan or amendment were
then being solicited) by the rules and regulations in effect under Section 14(a)
of the Exchange Act at the time such information is furnished; and
(ii) file with, or mail for filing to, the Securities and
Exchange Commission four copies of the written information referred to in
subsection (i) hereof not later than the date on which such information is first
sent or given to stockholders.
23. Conditions Upon Issuance of Shares. Shares shall not be issued with
----------------------------------
respect to an option unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and the requirements
of any stock exchange upon which the shares may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to such
compliance.
As a condition to the exercise of an option, the Company may require
the person exercising such option to represent and warrant at the time of any
such exercise that the shares are being
-8-
purchased only for investment and without any present intention to sell or
distribute such shares if, in the opinion of counsel for the Company, such a
representation is required by any of the aforementioned applicable provisions of
law.
24. Term of Plan. The Plan shall become effective upon the earlier to
------------
occur of its adoption by the Board of Directors or its approval by the
stockholders of the Company as described in paragraph 22. It shall continue in
effect for a term of twenty (20) years unless sooner terminated under paragraph
20.
-9-
AUTODESK, INC.
--------------
EMPLOYEE QUALIFIED STOCK PURCHASE PLAN
--------------------------------------
SUBSCRIPTION AGREEMENT
----------------------
_____ Original Application Date: ___________________________
_____ Change in Payroll Deduction Rate
_____ Change of Beneficiary(ies)
1. __________________________________ hereby elects to participate in the
Autodesk, Inc. Employee Qualified Stock Purchase Plan (the "Stock Purchase
Plan") and subscribes to purchase shares of the Company's Common Stock,
without par value, in accordance with this Subscription Agreement and the
Stock Purchase Plan.
2. I hereby authorize payroll deductions from each paycheck in the amount of
_____% (maximum 15%) of my Compensation on each payday during the Offering
Period in accordance with the Stock Purchase Plan. Such deductions are to
continue for succeeding Offering Periods until I give written instructions
for a change in or termination of such deductions.
3. I understand that said payroll deductions shall be accumulated for the
purchase of shares of Common Stock, without par value, at the applicable
purchase price determined in accordance with the Stock Purchase Plan. I
further understand that, except as otherwise set forth in the Stock
Purchase Plan, shares will be purchased for me automatically on each
Exercise Date of the offering period unless I otherwise withdraw from the
Stock Purchase Plan by giving written notice to the Company for such
purpose.
4. I have received a copy of the complete "Autodesk, Inc. Employee Qualified
Stock Purchase Plan." I understand that my participation in the Stock
Purchase Plan is in all respects subject to the terms of the Plan. I have
been provided with a prospectus describing the Stock Purchase Plan. I
understand that I may withdraw from the Stock Purchase Plan and have
payroll deductions refunded (without interest) on the next payroll date
following notice of withdrawal at any time during the Offering Period.
5. Shares purchased for me under the Stock Purchase Plan should be issued in
the name(s) of:
__________________________________________________________________________.
6. I understand that if I dispose of any shares received by me pursuant to the
Stock Purchase Plan within 2 years after the Offering Date (the first day
of the offering period during which I purchased such shares) or within one
year after the date on which such shares were transferred to me, I will be
treated for federal income tax purposes as having received ordinary income
at the time of such disposition in an amount equal to the excess of the
fair market value of the shares at the time such shares were transferred to
me over the price which I paid for the shares,
and that I may be required to provide income tax withholding on that
amount. I hereby agree to notify the Company in writing within 30 days
--------------------------------------------------------------
after the date of any such disposition. However, if I dispose of such
--------------------------------------
shares at any time after the expiration of the two-year and one-year
holding periods, I understand that I will be treated for federal income tax
purposes as having received income only at the time of such disposition,
and that such income will be treated as ordinary income only to the extent
of an amount equal to the lesser of (1) the excess of the fair market value
of the shares at the time of such disposition over the purchase price which
I paid for the shares under the option, or (2) the excess of the fair
market value of the shares over the option price, measured as if the option
had been exercised on the Offering Date. The remainder of the gain or loss,
if any, recognized on such disposition will be treated as capital gain or
loss. The federal income tax treatment of ordinary income and capital gain
and loss is described in the Company's prospectus relating to the Stock
Purchase Plan.
7. I hereby agree to be bound by the terms of the Stock Purchase Plan. The
effectiveness of this Subscription Agreement is dependent upon my
eligibility to participate in the Stock Purchase Plan.
8. In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and shares due me under the Stock
Purchase Plan:
NAME: (Please print) _______________________________________________________
(First) (Middle) (Last)
_________________________________ ________________________________________
Relationship
________________________________________
(Address)
NAME: (Please print) _______________________________________________________
(First) (Middle) (Last)
_________________________________ ________________________________________
Relationship
________________________________________
(Address)
Employee's Social
Security Number: _____________________________
-2-
Employee's Address:** ___________________________________
___________________________________
___________________________________
I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.
Dated: ___________________ ________________________________________
Signature of Employee
________________________
** It is the participant's responsibility to notify the Company's stock
administrator in the event of a change of address.
-3-