Autodesk 2012 Annual Report Download - page 39

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which the appointment of the new executive officer is approved. The Compensation Committee 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.
Although long-term incentives through equity awards represented a significant portion of most of our
Named Executive Officers’ total fiscal 2012 compensation, it represents a variable component of compensation
for which full value may not be realized due to stock market conditions, availability of trading windows, vesting
conditions, expiration of the awards and the like.
Use of Performance-Based Stock Units in Fiscal 2013. For fiscal 2013, our Compensation Committee
updated our equity grant strategy for executive officers and all other officers. During fiscal 2013, the
Compensation Committee plans to issue equity grants that are evenly split between time-based vesting RSUs
and performance based vesting RSUs for executive officers and others. The use of performance based vesting
restricted stock units will more closely align Company’s management with the interests of our stockholders,
while allowing the Company to remain competitive with its equity compensation strategy.
Equity Incentive Deferral Plan. The Equity Incentive Deferral Plan (the “Deferral Plan”) encourages our
executive officers to maintain equity ownership in the Company, which we believe aligns the interests of our
executive officers with those of our stockholders. Under the Deferral Plan, eligible executive officers, including
certain Named Executive Officers, may elect to defer up to 50% of their cash incentive award earned under the
short-term cash incentive plan, and have any such deferred amounts granted in the form of RSUs (the “Base
RSUs”). The Base RSUs are fully vested as of the date of grant and have a distribution date on or about the third
anniversary of the grant date. As an incentive for participating in the Deferral Plan, for every three Base RSUs
purchased by a participating executive, the Company issues one additional RSU (the “Premium RSUs”). The
Premium RSUs are granted with a vesting date and a distribution date on or about the third anniversary of the
grant date.
Executive officers may make an election to participate in the Deferral Plan no later than the end of the
calendar year immediately prior to the year in which such services are to be performed.
Equity Grant Policies. Our Board has established the following policies to govern the granting of equity
awards:
Limitation on Number of Equity
Awards Granted
For fiscal 2012, the aggregate number of shares underlying equity
awards granted under our 2008 Employee Stock Plan was limited to
no more than 4.0% of our outstanding Common Stock as of the end of
fiscal 2011. No equity awards were granted under our 2012 Employee
Stock Plan for fiscal 2012. The 4.0% limitation was increased during
the fiscal year from the previous limitation of 3.5% in order to allow
the Company to be more competitive with its use of long term equity
as an incentive and in line with our peer companies.
The 4.0% limitation calculation was based on total (“gross”) awards
and is not net of cancellations or forfeitures. In calculating whether
the 4.0% limitation had 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,
were included in the calculation for total shares granted. In addition,
each RSU granted is counted as two shares toward this limitation.
For fiscal 2012, the aggregate number of equity grants represented less
than 4.0% of our common shares outstanding as of January 31, 2011.
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