Autodesk 2012 Annual Report Download - page 135

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66
The restricted stock units vest over periods ranging from immediately upon grant to a pre-determined date that is typically
within three years from the date of grant. Restricted stock units are not considered outstanding stock at the time of grant, as the
holders of these units are not entitled to any of the rights of a stockholder, including voting rights. The fair value of the
restricted stock units is expensed ratably over the vesting period. Autodesk recorded stock-based compensation expense related
to restricted stock units of $29.1 million and $8.9 million during fiscal years ended January 31, 2012 and 2011, respectively. As
of January 31, 2012, total compensation cost not yet recognized of $47.7 million related to non-vested awards, is expected to be
recognized over a weighted average period of 1.6 years. At January 31, 2012, the number of units granted but unreleased was
2,170.6 thousand.
During the fiscal year ended January 31, 2012, Autodesk granted approximately 16,000 restricted stock awards.
Restricted stock awards vest on the date of the next annual meeting. Restricted stock awards are considered outstanding at the
time of grant, as the stock award holders are entitled to many of the rights of a stockholder, including voting rights. The fair
value of the restricted stock awards is expensed ratably over the vesting period. Autodesk recorded stock-based compensation
expense related to restricted stock awards of $0.6 million and $0.7 million during fiscal years ended January 31, 2012 and
2011, respectively. As of January 31, 2011, total compensation cost not yet recognized of $0.2 million related to non-vested
awards, is expected to be recognized over a weighted average period of 0.4 years. At January 31, 2012, the number of awards
granted but unreleased was 13,500.
1998 Employee Qualified Stock Purchase Plan (“ESP Plan”)
Under Autodesk’s ESP Plan, which was approved by stockholders in 1998, eligible employees may purchase shares of
Autodesk’s common stock at their discretion using up to 15% of their eligible compensation subject to certain limitations, at
not less than 85% of fair market value as defined in the ESP Plan. At January 31, 2012, a total of 29.7 million shares were
available for future issuance. This amount automatically increases on the first trading day of each fiscal year by an amount
equal to the lesser of 10.0 million shares or 2% of the total of (1) outstanding shares plus (2) any shares repurchased by
Autodesk during the prior fiscal year. Under the ESP Plan, the Company issues shares on the first trading day following
March 31 and September 30 of each fiscal year. The ESP Plan expires during fiscal 2018.
Autodesk issued 2.8 million shares under the ESP Plan at an average price of $18.26 per share in fiscal 2012, 3.2 million
shares at an average price of $14.77 per share in fiscal 2011, and 3.1 million shares at an average price of $14.41 per share in
fiscal 2010. The weighted average grant date fair value of awards granted under the ESP Plan during fiscal 2012, 2011 and
2010, calculated as of the award grant date using the BSM option pricing model, was $9.95, $10.11 and $7.19 per share,
respectively. Autodesk recorded $23.8 million, $18.2 million and $26.6 million of compensation expense associated with the
ESP Plan in fiscal 2012, 2011 and 2010, respectively.
Equity Compensation Plan Information
The following table summarizes the number of outstanding options granted to employees and directors, as well as the
number of securities remaining available for future issuance under these plans as of January 31, 2012 (number of securities in
millions).
Plan category
Equity compensation plans approved by
security holders
Equity compensation plans not approved by
security holders(2)
Total
(a)
Number of securities
to be issued upon
exercise of
outstanding options
30.2
0.4
30.6
(b)
Weighted-average
exercise price of
outstanding
options
$ 29.38
$ 11.03
$ 29.15
(c)
Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column (a))
47.7
—
47.7
(1)
____________________
(1) Included in this amount are 29.7 million securities available for future issuance under Autodesk’s ESP Plan.
(2) Amounts correspond to Autodesk’s Nonstatutory Stock Option Plan, which was terminated by the Board of Directors in December
2004.
67
2012 Annual Report