Autodesk 2008 Annual Report Download - page 124

On November 6, 2007, Autodesk’s stockholders approved a new stock plan, the 2008 Employee Stock Plan
(the “2008 Plan”), to become effective in March 2008 upon the expiration of the 2006 Plan. The 2008 Plan
reserves 16.5 million shares of Autodesk common stock, plus 0.48 million shares that remained available for
issuance under the 2006 Stock Plan upon its expiration, for issuance under that plan. The 2008 Plan will permit
the grant of stock options, restricted stock and restricted stock units; however, no more than 2.5 million of the
shares reserved for issuance under the 2008 Plan may be issued for awards of restricted stock and restricted stock
units. The 2008 Plan will expire in March 2011.
Our stock option program is broad-based and designed to promote long-term retention. Essentially all of our
employees participate. Approximately 94% of the options we granted during fiscal 2008 were awarded to
employees other than our CEO, CFO and the three other most highly compensated officers for fiscal 2008, which
we refer to as our Named Executive Officers. Options granted under our equity plans during fiscal 2008 vest over
periods ranging from one to four years and expire within six to ten years of the date of grant. Since March 2005,
the exercise price of all stock options granted is equal to the fair market value of the stock on the grant date.
All stock option grants to executive officers are made by the Compensation and Human Resources
Committee of the Board of Directors. All members of the Compensation and Human Resources Committee are
independent directors, as defined by the listing standards of the NASDAQ Global Select Market. Grants to our
non-employee directors are non-discretionary and are pre-determined by the terms of the 2000 Plan.
For further information concerning Autodesk’s policies and procedures regarding the use of stock options,
see “Compensation Discussion and Analysis” incorporated herein by reference to the section entitled “Executive
Compensation,” in our Proxy Statement for our fiscal year 2008 Annual Meeting of Stockholders to be filed with
the Securities and Exchange Commission not later than 120 days after the fiscal year ended January 31, 2008.
In addition to our stock option plans, our employees are also eligible to participate in Autodesk’s 1998
Employee Qualified Stock Purchase Plan (“ESP Plan”). Eligible employees may purchase shares of Autodesk’s
common stock at their discretion using up to 15% of their compensation subject to certain limitations, at not less
than 85% of fair market value as defined in the plan agreement. At January 31, 2008, 22.1 million shares were
available for future issuance. This amount will automatically be increased on the first trading day of each fiscal
year by an amount equal to the lesser of 10.0 million shares or 2.0% of the total outstanding shares plus any
shares repurchased by Autodesk during the prior fiscal year. We typically issue shares on March 31 and
September 30 of each fiscal year. The provisions of this plan expire during fiscal 2018.
On August 17, 2006, Autodesk disclosed that the Audit Committee of the Board of Directors was
conducting a voluntary review of Autodesk’s historical stock option granting practices and related accounting
issues. Due to this review, Autodesk was not current with its reporting obligations under the Securities Exchange
Act of 1934 until June 2007, and suspended contributions and purchases under the ESP Plan during the third
quarter of fiscal 2007 and the first quarter of fiscal 2008. On September 18, 2006, Autodesk’s Board of Directors
approved an amendment to the Company’s ESP Plan which provided for active participant employees at the time
of the suspension to become automatically enrolled in the next offering period, unless they elected not to
participate. The Board of Directors also approved a one-time cash bonus of $8.8 million to non-executive
employees enrolled in the ESP Plan at that date. This bonus approximated the profits employee participants
would have made on the scheduled September 30, 2006 exercise date, had the purchases been made and the
shares been sold on the next trading day at close of market, and was expensed as additional compensation
expense at the time it was paid. On March 22, 2007, Autodesk’s Board of Directors approved an amendment,
which superseded the September 18, 2006 amendment, which provided for active participant employees at the
time of the suspension to become automatically enrolled in the next offering period ending in September 2007,
unless they elected not to participate. In June 2007 the Company became current with its financial filings and
resumed employee contributions to the ESP Plan.
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