Autodesk 2007 Annual Report Download - page 163

103
2007 Annual Report
AUTODESK, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 3. Employee and Director Benefit Plans (Continued)
outstanding options to purchase Company common stock would otherwise expire before, or within 30
days after, the Company becomes current in its reporting obligations under the Securities and Exchange
Act of 1934. On November 30, 2006, Autodesk’s Board of Directors approved an amendment to extend
the expiration dates of certain stock option agreements which were scheduled to expire on December 12,
2006 and which could not be exercised while the Company was not current in its reporting obligations
with the SEC. Stock-based compensation expense of $10.4 million was recognized in fiscal 2007 as a result
of these modifications.
1998 Employee Qualified Stock Purchase Plan
Under Autodesk’s ESP Plan, which was approved by stockholders in 1998, eligible employees may
purchase shares of Autodesk’s common stock at their discretion using up to 15% of their compensation
subject to certain limitations, at not less than 85% of fair market value as defined in the plan agreement.
At January 31, 2007, a total of 18.1 million shares were available for future issuance. This amount will
automatically be increased on the first trading day of each fiscal year by an amount equal to the lesser
of 10.0 million shares or 2.0% of the total of (1) outstanding shares plus (2) any shares repurchased
by Autodesk during the prior fiscal year. Under the ESPP, the Company issues shares on March 31 and
September 30 of each fiscal year. The provisions of this plan expire during fiscal 2018.
Due to the Company’s voluntary stock option review during fiscal 2007, Autodesk was not current
with its reporting obligations under the Securities and Exchange Act of 1934 during the second half of
fiscal 2007. As a result, the Company was unable to issue shares under the ESPP during the second half
of fiscal 2007. Stock-based compensation expense as a result of the cancellation of the September 30
purchase of $6.1 million that would have been recognized over future periods was recognized during the
third quarter of fiscal 2007. Autodesk issued 0.8 million shares at an average price of $22.46 per share in
fiscal 2007, 1.9 million shares at an average price of $17.99 per share in fiscal 2006, and 4.6 million shares
at an average price of $5.73 per share in fiscal 2005. On September 18, 2006, Autodesk’s Board of Directors
approved an amendment to the Company’s ESP Plan in response to the Company’s temporary suspension
of all contributions to and exercises and purchases under the ESPP while the Company was not current in
its reporting obligations under the Securities Exchange Act of 1934. In general, this amendment provided
for active participant employees at the time of the suspension to become automatically enrolled in the
next offering period, unless they elected not to participate. The Board of Directors also approved a cash
bonus of $8.8 million on September 18, 2006 to non-executive employees currently enrolled in the ESPP at
that date. This bonus approximated the profits employee participants would have made on the scheduled
September 30, 2006 exercise date, had the purchases been made and the shares been sold on the next
trading day at close of market, and was expensed as $8.8 million of additional compensation expense at
the time it was paid. In addition, previously unrecognized stock-based compensation expense related to
the ESPP of $6.1 was also recognized at the time bonus was paid.
Equity Compensation Plan Information
The following table summarizes the number of outstanding options granted to employees and
directors, as well as the number of securities remaining available for future issuance under these plans as
of January 31, 2006 (number of securities in thousands).