Autodesk 2012 Annual Report Download - page 45
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39
Post-Employment Obligations
Obligation Summary Description
Employment Agreement
with Mr. Bass
We have entered into an employment agreement with Carl Bass, our
President and Chief Executive Officer. Throughout fiscal 2012, this
agreement provided general protection for Mr. Bass in the event of
termination without cause or resignation for good reason (including change
of control). We believe that Mr. Bass’s employment agreement provided a
valuable tool to retain his services during fiscal 2012. We believe that the
protections afforded to him in the event of a change of control provide us
with an increased level of confidence that he will remain with the Company
up to and for some period of time after a change of control. This in turn
provides continuity in the event of a change in control, which we believe
may ultimately enhance stockholder value, and discourages benefits simply
for consummating a change in control in the Company. This employment
agreement was amended and restated on March 8, 2012. Details of the
agreements for Mr. Bass can be found beginning on page 48.
Change in Control Program In March 2006, the Board approved an amended Executive Change in
Control Program, in an effort to ensure the continued service of our key
executive officers in the event of a future change of control of the Company.
In December 2008, the Board approved an amended and restated Executive
Change in Control Program which updated the Executive Change in Control
Program approved in March 2006 to conform to certain new tax provisions.
Further amendments were made in December 2010. Each Named Executive
Officer, among other employees, participates in the Executive Change in
Control Program.
We believe that the Executive Change in Control Program provides us with a
valuable tool to retain the services of our executive officers and provides us
with an increased level of confidence that our executive officers will remain
with the Company for some period of time after a change in control. This in
turn provides continuity in the event of a change in control, which we believe
may ultimately enhance stockholder value, and discourages benefits simply
for consummating a change in control of the Company. We do not provide
any “gross-up” payments in our Executive Change in Control Program.
Please see “Executive Compensation—Change in Control Arrangements
and Employment Agreements,” below for more information regarding the
Employment Agreement with Mr. Bass, the Executive Change in Control
Program and potential payments in connection with terminations occurring
after a change in control.
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