Autodesk 2007 Annual Report Download - page 223

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2007 Annual Report
If the executive officer is terminated for any other reason, he or she will receive severance or other
benefits only to the extent he or she would be entitled to receive those benefits under Autodesk’s then-
existing benefit plans and policies.
If the benefits provided under the Program constitute parachute payments under Section 280G of
the Internal Revenue Code and are subject to the excise tax imposed by Section 4999 of the Internal
Revenue Code, then such benefits will be (1) delivered in full, or (2) delivered to such lesser extent that
would result in no portion of the benefits being subject to the excise tax, whichever amount results in the
receipt of the greatest amount of benefits.
Employment Agreement with Carol A. Bartz
In January 2007, the Company entered into an employment agreement with Carol A. Bartz that
provides for, among other things, certain payments and benefits to be provided to Ms. Bartz upon a
“change of control” of the Company or in the event her employment is terminated without “cause” or
she resigns for “good reason,” as each such term is defined in Ms. Bartz’s employment agreement. In
addition, at the end of Ms. Bartz’s employment with the Company, Ms. Bartz and her eligible dependents
will receive continued health care coverage as follows: (i) if Ms. Bartz validly elects to continue coverage
under COBRA, the Company will reimburse Ms. Bartz for premiums paid for a period of 12 months; (ii) after
Ms. Bartz’s coverage under COBRA ends and prior to Ms. Bartz reaching the age of 65, the Company
will pay premiums for insurance that provides health and dental benefits substantially comparable to
those provided under the Company’s health plans, and in addition will pay for a primary physician under
a concierge plan and a medical advocacy service to assist in processing claims; and (iii) after Ms. Bartz
reaches the age of 65, Medicare shall become the primary health care provider, provided that the Company
shall pay the cost of a supplemental insurance to maintain the same level of health coverage specified in
(ii) above and will continue to pay the cost of a primary physician under a concierge plan and a medical
advocacy service to assist in processing claims. Such coverage will end upon Ms. Bartz’s death or Ms. Bartz
becoming eligible under another employer’s health plan, provided that, if there has been no termination
of coverage at the time of Ms. Bartz’s death, coverage will continue to be provided to Ms. Bartz’s spouse
to the extent reasonably possible. The continued health care coverage will be subject to Ms. Bartz signing
and not revoking a separation and release of claims and abiding by the terms of a non-competition and
non-solicitation agreement for 12 months.
In the event Ms. Bartz’s employment is terminated by the Company without cause or if Ms. Bartz
resigns for good reason, Ms. Bartz will receive (i) the continued health care coverage discussed above,
and (ii) immediate vesting of all outstanding, unvested stock options. Upon a change of control of the
Company, Ms. Bartz will receive (i) immediate vesting of all outstanding, unvested stock options, and
(ii) any additional benefits described in the Company’s Executive Change in Control Program. Such
severance benefits will be subject to Ms. Bartz signing and not revoking a separation and release of claims
and abiding by the terms of a non-solicitation agreement for 12 months.
In addition, in the event of Ms. Bartz’s employment terminates due to death or disability, then
Ms. Bartz will receive immediate vesting of all outstanding, unvested stock options.
Employment Agreement with Carl Bass
In December 2006, the Company entered into an employment agreement with Carl Bass that
provides for, among other things, certain payments and benefits to be provided to Mr. Bass in the event his
employment is terminated without “cause” or he resigns for “good reason,” including in connection with
a “change of control” of the Company, as each such term is defined in Mr. Bass’s employment agreement.
In the event Mr. Bass’s employment is terminated by the Company without cause or if Mr. Bass resigns
for good reason, and such termination is not in connection with a change of control, Mr. Bass will receive
(i) continued payment of his then current base salary plus his target annual incentive compensation under
the Executive Incentive Plan for the year in which the termination occurs, for 12 months, (ii) accelerated