Autodesk 2005 Annual Report Download - page 75

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Note 7. Employee and Director Benefit Plans
Stock Option Plans
Autodesk maintains two active stock option plans for the purpose of granting stock options to employees
and members of Autodesk’s Board of Directors: the 1996 Stock Plan (available only to employees) and the 2000
Directors’ Option Plan (available only to non-employee directors). Additionally, there are six expired or
terminated plans with options outstanding, including the Nonstatutory Stock Option Plan (available only to non-
executive employees and consultants) which was terminated by the Board of Directors (the “Board”) in December
2004. Autodesk does not have a practice of awarding stock options to consultants.
Autodesk’s continued growth and success is dependent upon its ability to attract and retain highly skilled
employees. Competition for these employees in the marketplace, especially in the technology industries, has
historically been intense. As such, Autodesk uses stock option awards as one means of attracting and retaining
highly skilled employees.
The 1996 Stock Plan (the “1996 Plan”), which was approved by stockholders, allows for options to be granted
to employees, including officers. This plan allows for the number of shares available for future issuance to be
automatically increased on the first trading day ofeach fiscal year by an amount equal to the lesser of 20.0 million
shares or 3.5% of the total of (1) outstanding shares plus (2) any shares repurchased by Autodesk during the prior
fiscal year. In March 2005 the Board amended the 1996 Plan to eliminate, effective immediately, this evergreen
feature. The Board also approved an amendment to the 1996 Plan to decrease the number of shares reserved
for issuance under such plan by an additional 10.0 million shares.
Also in March 2005, the Board adopted Autodesk’s 2006 Stock Plan (the “2006 Plan”) and reserved 25.0
million shares of the Autodesk’s common stock for issuance under such plan. The 2006 Plan permits the grant
of options, restricted stock, restricted stock units, performance shares, performance units, stock appreciation
rights and deferred stock units to employees (including officers), consultants and directors of Autodesk. The 2006
Plan, subject to stockholder approval, will replace the 1996 Plan and become effective on February 1, 2006.
The 2000 Directors’ Option Plan, which was approved by the stockholders, allows for an automatic annual
grant of options to members of Autodesk’s outside Board of Directors. At January 31, 2005, 0.3 million shares
were available for future issuance.
Options granted under the above mentioned plans vest over periods ranging from one to five years and
generally expire within ten years from the date of grant. The exercise price of the stock options is equal to the
fair market value of the stock on the grant date.
AUTODESK, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
63