Autodesk 2012 Annual Report Download - page 55

49
lump sum on or before March 15th of the succeeding fiscal year; (iii) fully accelerated vesting of all of his
then outstanding unvested equity awards, including awards that would otherwise vest only upon satisfaction
of performance criteria; (iv) a period of not less than twelve (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 18 months following termination or the date Mr. Bass becomes covered under similar health plans.
Potential Payments Upon Termination or Change in Control
The tables below list the estimated amount of compensation payable to each of the Named Executive
Officers in the event of voluntary termination, involuntary not-for-cause termination, for cause termination,
termination following a change in control and termination in the event of disability or death of the executive.
The amounts shown for all Named Executive Officers assume that such termination was effective as of
January 31, 2012, and include amounts earned through such time for all components of compensation, benefits
and perquisites payable under the Executive Change in Control Program effective during the 2012 fiscal year.
Amounts for Mr. Bass also include certain items specified in his employment agreement, discussed above.
Estimated amounts for share-based compensation are based on the closing price of our common stock on
the NASDAQ Global Select Market on Monday, January 31, 2012, which was $36.00 per share. The actual
amounts for all Named Executive Officers to be paid out can only be determined at the time of such executive’s
separation from the Company.
Carl Bass:
Executive Benefits and Payments
Voluntar y
Termination
on
1/31/2012 ($)
Involuntary
Not For Cause
or Voluntary
for Good
Reason
(Except Change
in Control)
Termination on
1/31/2012 ($)
For Cause
Termination
on
1/31/2012 ($)
Involuntary
Not for Cause
or Voluntary
For Good
Reason
(Change in
Control)
Termination on
1/31/2012 ($)
Disability on
1/31/2012 ($)
Death on
1/31/2012 ($)
Compensation:
Base Salary (1) ............ $ — $1,900,000 $ — $ 1,900,000 $ — $ —
Short-Term Cash Incentive
Plan (EIP) (2) ........... 1,300,000 1,300,000 1,300,000 1,300,000 1,300,000 1,300,000
Stock Awards (3) .......... — 5,784,188 — 11,349,375 — —
Benefits and perquisites:
Health Insurance (4)........ — 22,293 — 22,293 — —
Disability Income (5) ....... — — — — 2,725,547 —
Accidental Death or
Dismemberment (6) . . . . . . — — — — — —
Life Insurance (7).......... — — — — — 1,900,000
Accrued Vacation Pay (8) .... — — — — — —
Total Executive Benefits and
Payments Upon
Separation ............... $1,300,000 $9,006,481 $1,300,000 $14,571,668 $4,025,547 $3,200,000
Proxy Materials