Autodesk 2006 Annual Report Download - page 31

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•The consummation of a merger or consolidation of Autodesk with any other corporation, other than a
merger or consolidation where the outstanding voting securities of Autodesk immediately prior to the
merger or consolidation continue to represent at least 60% of the voting power of the surviving entity
immediately after such merger or consolidation; or
•A change in the composition of the Board of Directors, which results in the incumbent directors
representing less than a majority of the entire Board of Directors.
Rule 10b5-1 Trading Plans. During fiscal 2005 and fiscal 2006, Carol A. Bartz, Carl Bass, George M. Bado, Jan
Becker, Alfred J. Castino and Marcia K. Sterling adopted pre-arranged stock trading plans to, over time, exercise
certain options to purchase our Common Stock and automatically sell the shares issued on exercise of such
options in accordance with each plan’s specifications. These plans were established as part of the officers’
individual long-term strategies for asset diversification and liquidity and must be in effect at least 90 days before
trading commences. Each such plan was adopted in accordance with guidelines specified under Rule 10b5-1 of
the Exchange Act, as well as guidelines adopted by our Board of Directors for individuals who elect to enter into
10b5-1 trading plans.
Related Party Transactions
During fiscal 2006, the law firm of Wilson Sonsini Goodrich & Rosati, Professional Corporation, acted as
principal outside counsel to Autodesk. Mark A. Bertelsen, a director of Autodesk, is a member of Wilson Sonsini
Goodrich & Rosati, Professional Corporation. Payments by Autodesk to Wilson Sonsini Goodrich & Rosati
were less than one percent of such firm’s revenues in the last fiscal year. We believe that the services performed
by Wilson Sonsini Goodrich & Rosati were provided on terms no more or less favorable than those with
unrelated parties.
William Marr, Jr., Carol A. Bartz’s stepson, is employed by Autodesk Software (China) Co., Ltd., a wholly-
owned subsidiary of Autodesk. In fiscal 2006, Mr. Marr received approximately $70,946 in compensation
representing annual salary and certain expatriate allowances.
Compensation Committee Interlocks and Insider Participation
No member of the Compensation and Human Resources Committee is or was formerly an officer or
employee of Autodesk or any of its subsidiaries. No interlocking relationship exists between any member of our
Compensation and Human Resources Committee and the compensation committee of any other company, nor
has any such interlocking relationship existed in the past.
Proxy Materials
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