Autodesk 2005 Annual Report Download - page 89

ITEM 9B. OTHER INFORMATION
During November 2004, the Board of Directors adopted the Autodesk, Inc. 2005 Non-Qualified Deferred
Compensation Plan (the “Deferred Compensation Plan”), effective as of January 1, 2005. The Deferred
Compensation Plan is intended to comply with the requirements of Section 409A of the Internal Revenue Code
(the “Code”), recently enacted under the American Jobs Creation Act of 2004. Section 409A imposes a number
of requirements on non-qualified deferred compensation plans, primarily relating to the timing of elections and
distributions. The following is a summary of the terms and conditions of the Deferred Compensation Plan that
are material to the Company.
The Deferred Compensation Plan is for the benefit of a select group of management or highly compensated
employees of Autodesk. In general, the Deferred Compensation Plan provides eligible employees with an
opportunity to defer, on a pre-tax basis, up to 100% of their base salary, cash-based commissions and bonuses,
if any, earned each year. Distributions generally may be made as either a lump sum or annual installment
payments upon the occurrence of one or more specified distribution events, which include death, disability,
retirement, termination or some other date specified by the participant. Benefits under the Deferred
Compensation Plan are paid from the general assets of the Company and are subject to the claims of its creditors
and the risk of insolvency. As a result, each participant is a general, unsecured creditor of the Company with
respect to amounts the participant has deferred under the Deferred Compensation Plan.
The foregoing description of the Deferred Compensation Plan is qualified in its entirety by reference to the
Deferred Compensation Plan, a copy of which is filed herewith as Exhibit 10.14.
PART III
Certain information required by Part III is omitted from this Report in that the Registrant will file a definitive
proxy statement pursuant to Regulation 14A (the “Proxy Statement”) not later than 120 days after the end of
the fiscal year covered by this Report and certain information included therein is incorporated herein by
reference. Only those sections of the Proxy Statement that specifically address the items set forth herein are
incorporated by reference. Such incorporation does not include the Compensation Committee Report or the
Performance Graph included in the Proxy Statement.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information concerning Autodesk’s directors, compliance with Section 16 of the Securities and Exchange
Act of 1934 and our code of ethics that applies to our principal executive officer, principal financial officer and
principal accounting officer required by this Item are incorporated by reference to the sections of the Proxy
Statement entitled “Election of Directors,” “Section 16(a) — Beneficial Ownership Reporting Compliance” and
“Election of Directors — Corporate Governance Matters — Code of Business Conduct.”
The information concerning Autodesk’s executive officers required by this Item is incorporated by reference
herein to the section of this Report at the end of Part I, entitled “Executive Officers of the Registrant.”
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference to the sections of the Proxy Statement
entitled “Election of Directors — Compensation of Directors,” “Executive Officer Compensation” and “Employee
and Director Stock Options.”
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is incorporated by reference to the sections of the Proxy Statement
entitled “Management — Security Ownership of Certain Beneficial Owners and Management” and “Employee
and Director Stock Options — Equity Compensation Plan Information.”
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is incorporated by reference to the section of the Proxy Statement
entitled “Management — Employment Contracts and Certain Transactions.”
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