Autodesk 2008 Annual Report Download - page 43

Equity Granting Practices and Policies
Equity Grant Process
In fiscal year 2008, stock options were the only equity grants made to our executive officers and other
employees. All stock option grants to executive officers are made by the Compensation Committee. During fiscal
year 2008, the Compensation Committee approved employee grants at its regularly scheduled quarterly meetings.
Approval of annual stock option grants for executive officers occurred at the quarterly Compensation Committee
meeting in June. In January 2008, the Compensation Committee convened and approved additional grants to 300
employees under our CEO Award Grant program.
The Compensation Committee approves stock option grants to newly hired executive officers at the
quarterly meeting following the executive’s hire date. It also approves promotion grants at the Compensation
Committee meeting at which the promotion is approved, or at the next quarterly Compensation Committee
meeting following the promotion.
The 2006 Employee Stock Plan expired in March 2008. In November 2007, our stockholders approved the
2008 Employee Stock Plan which became effective March 21, 2008. With limitations, additional types of
securities will be available for use in fiscal year 2009 under the 2008 Employee Stock Plan, such as Restricted
Stock and Restricted Stock Units.
Stock Grant Policies
Our Board of Directors has established the following policies to govern the granting of stock options:
Limitation on Number of Options Granted
The aggregate number of shares underlying equity awards granted under our 2006 and 2008 Employee
Stock Plans will not exceed 2.5 percent per year of our outstanding common stock during any given fiscal year.
The 2.5 percent limitation calculation is based on gross awards and is not net of cancellations. In calculating
whether the 2.5 percent limitation has been reached, no equity awards issued in connection with a merger,
acquisition, or similar business combination or the appointment of new senior executive officers, such as a chief
executive officer, chief financial officer, or chief operating officer, will be counted toward the total.
For fiscal year 2008, the aggregate number of option grants represented less than 2.5 percent of our common
shares outstanding as of January 31, 2008.
Prohibition Against Stock Option Repricing
Repricing of stock options in all of our equity plans including our 2006 and 2008 Employee Stock Plans and
2000 Directors Option Plan is prohibited. A similar policy was in place for our prior employee stock plan.
Nonqualified Stock and Incentive Stock Options
In general, we issue only nonqualified stock options to employees and executives, with the exception of
grants to those executive officers subject to the stock ownership guidelines described below. Our 2006 and 2008
Employee Stock Plans limit the use of incentive stock options (ISOs) because of the heavier financial burden
they place on the Company. However, because ISOs provide special tax advantages to the recipient if the stock is
held for a certain period of time following exercise, we provide ISOs to certain executive officers to facilitate
their meeting our stock ownership guidelines discussed below. ISOs are granted to these few individuals only to
the extent allowable by applicable Internal Revenue Code limits. Any excess options are nonqualified stock
options.
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