Autodesk 2007 Annual Report Download - page 213

153
2007 Annual Report
• Stock Options Grants for Fiscal 2007
The Committee reviewed levels of annual stock grants for peer group executives in comparable
positions. They reviewed the number of options awarded to each executive officer over the last four
years, as well as the holding value of each executive’s unvested options. Based on this information,
the Committee awarded stock option grants to each executive officer (except Bartz and Bass) that
approximated the midpoint for the appropriate stock grant guidelines.
Given her change in role, no grant was made to Carol Bartz. The Committee, following consultation
with the full Board, awarded Carl Bass options to purchase 750,000 shares of Autodesk common
stock in light of his promotion to CEO.
• Incentive Awards for Fiscal 2007
In March 2007, the Committee reviewed the Company’s revenue and operating margin performance
for fiscal 2007 and the EIP funding requirements previously approved by the Committee at the
beginning of the fiscal year. They also discussed with the CEO the individual performance during fiscal
2007 of each Named Executive Officer, with the exception of the CEO and the Executive Chairman.
On this basis, the Committee discussed appropriate EIP bonus awards for fiscal 2007 to the
participating Named Executive Officers, except Carl Bass, and determined to award each such
executive approximately 100 percent of his or her target EIP award.
The Committee also reviewed recommendations of the full Board regarding CEO compensation
and incorporated those recommendations into the approved compensation proposals. As a result,
the Committee determined that Mr. Bass had significantly exceeded performance expectations
during his first year as CEO. The Committee in conjunction with the full Board approved an EIP award
of $1,000,000 for Mr. Bass, which is 143% of his target EIP award.
Tax and Accounting Considerations
In designing its compensation programs, the Company has considered tax and accounting
implications, including the following:
• Accounting for Stock-Based Compensation—The Company accounts for stock-based compensation
in accordance with the requirements of FASB Statement 123(R). The company also takes into
consideration FASB Statement 123(R) and other generally accepted accounting principles in
determining changes to policies and practices for its stock-based compensation programs.
• Change in Control Program—The Company has structured its Change in Control program so that
in the event payment of benefits constitutes a “parachute” payment under Section 280G of the
Internal Revenue Code, the Company will revise and limit the payment so that the Company does
not incur additional tax burden on behalf of the participant. For more information, refer to the
“Executive Change in Control” section on page 156.
• Executive Incentive Plan—The EIP is structured to comply with the requirements of Section 162(m)
of Internal Revenue Code, which allow certain payments under the plan to be deductible for federal
income tax purposes.
Post-Employment Obligations
• Employment Agreements