Autodesk 2014 Annual Report Download - page 71

Proxy Materials
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(p) “Participant” means an eligible executive or key employee of the Company selected by the Committee, in its
sole discretion, to participate in the Plan for a Performance Period.
(q) “Payout Determination Date” means the date upon which the Committee determines the amounts payable
pursuant to the Target Award and Payout Formula with respect to any previously completed Performance Period, in
accordance with Section 8(a).
(r) “Payout Formula” means, as to any Performance Period, the formula or payout matrix established by the
Committee pursuant to Section 7 in order to determine the Awards (if any) to be paid to Participants, which is generally
expressed as a percentage (which may be more than 100%) of the Target Award. The formula or matrix may differ from
Participant to Participant.
(s) “Performance-Based Compensation” means compensation that is intended to qualify as “performance-based
compensation” within the meaning of Section 162(m).
(t) “Performance Goals” means the goal(s) (or combined goal(s)) determined by the Committee (in its
discretion) to be applicable to a Participant with respect to an Award. As determined by the Committee, the Performance
Goals applicable to an Award may provide for a targeted level or levels of achievement using one or more of the following
measures: (a) Annual Revenue, (b) Cash Position, (c) Earnings Per Share, (d) Net Income, (e) Operating Cash Flow, (f)
Operating Margins, (g) Operating Income, (h) Return on Assets, (i) Return on Equity, (j) Return on Sales, (k) Total
Stockholder Return, (l) recurring revenue (including annualized), (m) bookings, (n) billings, (o) number of customers, (p)
objective customer indicators, (q) expenses, (r) cost reduction goals, (s) economic value added, (t) cash flow (including
operating cash flow or free cash flow), (u) cash flow per share and (v) sales or revenue targets, including product or
product family targets. The Performance Goals may be based on absolute target numbers or growth in one or more such
categories compared to a prior period. The measures which constitute the Performance Goals may, at the discretion of the
Committee, be based on Pro Forma numbers and may, as the Committee specifies, either include or exclude the effect of
payment of the bonuses under this Plan and any other bonus plans of the Company. The Performance Goals may differ
from Participant to Participant and from Award to Award. In establishing a Performance Goal on the Target
Determination Date, the Committee may provide that the attainment of the Performance Goal shall be measured by
appropriately adjusting the evaluation of Performance Goal performance to exclude (i) any extraordinary non-recurring
items as described in Accounting Principles Board Opinion No. 30 (or any successor thereto) and/or in management’s
discussion and analysis of financial conditions and results of operations appearing in the Company’s annual report to
stockholders for the applicable year, or (ii) the effect of any changes in accounting principles affecting the Company’s or a
business unit’s reported results. None of the actions taken by the Committee in accordance with this Section 2(t) shall
cause any compensation which is intended to qualify as Performance-Based Compensation to fail to so qualify.
(u) “Performance Period” means any Fiscal Year or such other period as determined by the Committee in its
sole discretion.
(v) “Plan” means this Autodesk, Inc. Executive Incentive Plan.
(w) “Plan Year” means the Company’s fiscal year.
(x) “Pro Forma” means calculation of a Performance Goal in a manner that excludes extraordinary or one-time
expenses or credits, such as restructuring expenses, extraordinary tax events, expenses or credits related to stock options
and/or other equity compensation or the like, instead of conforming to generally accepted accounting principles.
(y) “Return on Assets” means the percentage equal to the Company’s or a business unit’s Operating Income
before incentive compensation, divided by average net Company or business unit, as applicable, assets, determined in
accordance with generally accepted accounting principles.
(z) “Return on Equity” means the percentage equal to the Company’s Net Income divided by average
stockholder’s equity, determined in accordance with generally accepted accounting principles.
(aa) “Return on Sales” means the percentage equal to the Company’s or a business unit’s Operating Income
before incentive compensation, divided by the Company’s or the business unit’s, as applicable, revenue, determined in
accordance with generally accepted accounting principles.
(bb) “Section 162(m)” means Section 162(m) of the Code, or any successor to Section 162(m), as that Section
may be interpreted from time to time by the Internal Revenue Service, whether by regulation, notice or otherwise.
(cc) “Target Award” means the target award payable under the Plan to a Participant for the Performance Period,
expressed as a percentage of his or her Base Salary or a specific dollar amount, as determined by the Committee in
accordance with Section 6.
(dd) “Target Determination Cutoff Date” means the latest possible date that will not jeopardize a Target Award’s
qualification as Performance-Based Compensation.
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