Autodesk 2006 Annual Report Download - page 32

EMPLOYEE AND DIRECTOR STOCK OPTIONS
Option Program Description
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 2006 Employee Stock Plan (available only to employees) and
the 2000 Directors’ Option Plan (available only to non-employee directors). The 2006 Employee Stock Plan was
approved by the stockholders in November 2005 and became effective in March 2006. Additionally, there are
eight expired plans or terminated plans with options outstanding, including the 1996 Stock Plan (available only
to employees), which expired in March 2006, and the Nonstatutory Stock Option Plan (available only to non-
executive employees and consultants), which was terminated by the Board of Directors in December 2004. In
addition to its stock option plans, the Company’s employees are also eligible to participate in Autodesk’s 1998
Employee Qualified Stock Purchase Plan.
Our stock option program is broad-based and designed to promote long-term retention. Essentially all of
our employees are eligible to participate. Approximately 85% of the options we granted during fiscal 2006 were
awarded to employees other than Named Executive Officers as detailed below. Options granted under our equity
plans generally vest over periods ranging from one to five years and expire within six to ten years of the date
of grant. The exercise price of the stock options is equal to the closing price of our Common Stock on The Nasdaq
Stock Market on the grant date.
All stock option grants to executive officers are made by the Compensation and Human Resources
Committee of the Board of Directors. All members of the Compensation and Human Resources Committee are
independent directors, as defined by the listing standards of The Nasdaq Stock Market. See “Report of the
Compensation and Human Resources Committee of the Board of Directors” for further information concerning
Autodesk’s policies and procedures regarding the use of stock options. Grants to our non-employee directors
are non-discretionary and are pre-determined by the terms of the 2000 Directors’ Option Plan.
In 2005, our Board of Directors established a policy limiting the aggregate number of shares of our Common
Stock underlying awards that could be granted under our 1996 Stock Plan and our 2006 Employee Stock Plan in any
fiscal year to 3% of our outstanding Common Stock on the first day of our fiscal year (the “3% Limitation”). Certain
awards granted under such plans are not used in calculating the 3% Limitation (i.e., awards granted in connection
with a business combination or awards granted in connection with the hiring of a senior executive officer). In fiscal
2006, we granted awards under our 1996 Stock Plan and our 2006 Employee Stock Plan that constituted 2.92% of
our outstanding Common Stockon the first day offiscal 2006, excluding awards granted in connectionwith a business
combination or awards granted in connection with the hiring of a senior executive officer.
The following tables provide information about our stock option programs, including distribution and
dilutive effect, option plan balances and in-the-money and out-of-the-money options.
Distribution and Dilutive Effect of Options
The following table provides information about the distribution and dilutive effect of our stock options for
the three fiscal years ended January 31, 2004, January 31, 2005 and January 31, 2006.
Fiscal Year Ended January 31,
2004 2005 2006
Net grants during the period as % of outstanding shares ...... 3.1% 3.9% 2.3%
Grants to Named Executive Officers during the period
as % of total options granted ................................ 11.7% 15.9% 14.9%
Grants to Named Executive Officers during the period
as % of outstanding shares .................................. 0.7% 0.8% 0.4%
Cumulative options held by Named Executive Officers
as % of total options outstanding ........................... 20.9% 25.2% 22.5%
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