Autodesk 2006 Annual Report Download - page 40

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Other Executive Compensation
Autodesk provides certain compensation programs to executives that are also available to our other
employees, including pre-tax savings plans and medical/dental/vision benefits. There are no pension programs
except where prescribed by law in countries other than the United States. We generally do not provide executive
perquisites such as club memberships. In fiscal year 1998, we introduced a Deferred Compensation Program for
executives, which Autodesk subsequently extended to other key employees. In 2004, the Board of Directors
approved a new 2005 Deferred Compensation Plan intended to comply with the requirements of Section 409A
of 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. Beginning in calendar year 2005, all participants in the Deferred Compensation Program defer
compensation under the 2005 Deferred Compensation Plan.
Deductibility of Executive Compensation
Section 162(m) ofthe Internal Revenue Code of 1986, as amended, limits the federal income tax deductibility
of compensation paid to our chief executive and to each of the other four most highly compensated executive
officers. We generally may deduct compensation with respect to any of these individuals only to the extent that
during any fiscal year such compensation does not exceed $1.0 million or meets certain other conditions
enabling it to be characterized as performance-based. Our 2006 Employee Stock Plan has been designed to
permit this Committee to grant options and other equity compensation awards that are “performance-based”
and thus fully tax-deductible. Similarly, our Executive Incentive Plan has been designed to permit us to pay cash
incentives that qualify as “performance based” and thus are fully tax-deductible. However, we may from time
to time pay compensation to our executives that is not deductible if we believe circumstances warrant for
the good of Autodesk.
COMPENSATION AND HUMAN RESOURCES
COMMITTEE OF THE BOARD OF DIRECTORS
Crawford W. Beveridge, Chairman
J. Hallam Dawson
Michael J. Fister
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