Autodesk 2012 Annual Report Download - page 54

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Employment Agreement with Carl Bass (effective during the fiscal year ended January 31, 2012)
In December 2008, the Company entered into an amended and restated employment agreement with
Carl Bass. This agreement was effective during the fiscal year ended January 31, 2012 and provided for,
among other things, certain payments and benefits to be provided to Mr. Bass in the event his employment was
terminated without “cause” or he resigned for “good reason,” including in connection with a “change of control”
of the Company, as each such term was defined in Mr. Bass’s employment agreement.
In the event Mr. Bass’s employment was terminated by the Company without cause or if Mr. Bass resigned
for good reason, and such termination was not in connection with a change of control, Mr. Bass would have
received (i) payment of 200 percent of his then current base salary for 12 months, (ii) accelerated vesting for
12 months of his then outstanding, unvested equity awards (other than awards that vest based on performance),
(iii) a period of not less than 6 months to exercise any vested stock options that were granted to Mr. Bass on
or after the date he entered into his amended and restated employment agreement, and (iv) reimbursement
for premiums paid for continued health benefits for Mr. Bass and his eligible dependents until the earlier of
12 months following termination or the date Mr. Bass became covered under similar health plans. In addition,
Mr. Bass was subject to non-solicitation and non-competition covenants for 12 months following a termination
that gave rise to the severance benefits discussed above.
If, in connection with a change of control, Mr. Bass’s employment was terminated by the Company without
cause or if Mr. Bass resigned for good reason, Mr. Bass would have received (i) a lump sum payment in an
amount equal to 200 percent of his then current annual base salary, (ii) accelerated vesting for 24 months of his
then outstanding, unvested equity awards (other than awards that vest based on performance), (iii) a period of
not less than 6 months to exercise any vested stock options that were granted to Mr. Bass on or after the date
of his amended and restated employment agreement, and (iv) reimbursement for premiums paid for continued
health benefits for Mr. Bass and his eligible dependents until the earlier of 12 months following termination or
the date Mr. Bass became covered under similar health plans.
Employment Agreement with Carl Bass (effective March 2012)
In March 2012, the Company entered into an amended and restated employment agreement with Carl Bass
that provides for, among other things, certain payments and benefits to be provided to Mr. Bass in the event
his employment is terminated without “cause” or he resigns for “good reason,” including in connection with
a “change of control” of the Company or following the completion of a Board requested executive “transition
period”, as each such term is defined in Mr. Bass’s employment agreement.
In the event Mr. Bass’s employment is terminated by the Company without cause or if Mr. Bass resigns
for good reason, and such termination is not in connection with a change of control, Mr. Bass will receive
(i) payment of 200 percent of his then current base salary for 12 months, (ii) payout of his pro-rata bonus for
the fiscal year of the Company in which termination occurs provided the Company bonus targets are satisfied,
to be paid in one lump sum on or before March 15th of the succeeding fiscal year; (iii) accelerated vesting for
24 months of his then outstanding, unvested equity awards (other than any awards that vest in whole or in part
based on performance), (iv) a period of not less than 12 months to exercise any vested stock options that were
granted to Mr. Bass by the Company on or after February 2, 2009 (provided that such options shall expire, if
earlier, on the date when they would have expired if his employment had not terminated) and (v) reimbursement
for premiums paid for continued health benefits for Mr. Bass and his eligible dependents until the earlier of
12 months following termination or the date Mr. Bass becomes covered under similar health plans. In addition,
Mr. Bass is subject to non-solicitation and non-competition covenants for 12 months following a termination that
gives rise to the severance benefits discussed above.
If, in connection with a change of control, Mr. Bass’s employment is terminated by the Company without
cause or if Mr. Bass resigns for good reason, Mr. Bass will receive (i) a lump sum payment in an amount equal
to 200 percent of his then current annual base salary, (ii) payout of his pro-rata bonus for the fiscal year of the
Company in which termination occurs provided the Company bonus targets are satisfied, to be paid in one