Autodesk 2007 Annual Report Download - page 234

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Our 2000 Directors’ Option Plan was adopted by the stockholders in 2000. The 2000 Directors’
Option Plan provides for the automatic grant of nonstatutory options to non-employee directors of the
Company. The 2000 Directors’ Option Plan is intended to help the Company attract and retain highly
skilled individuals as directors of the Company, to provide additional incentive to the non-employee
directors of the Company to serve as directors and encourage their continued service on the Board of
Directors, and to encourage equity ownership by directors in order to align their interests with those of
the stockholders. The exercise price of the stock options granted under the 2000 Directors’ Option Plan is
equal to the closing price of our Common Stock on The NASDAQ Stock Market on the grant date.
The 2006 Employee Stock Plan was adopted by the stockholders in November 2005 and became
effective in March 2006. Employees, including executive officers, are eligible to participate in the 2006
Employee Stock Plan. The 2006 Employee Stock Plan is intended to help the Company attract and
retain outstanding individuals in order to promote the Company’s success. Incentive stock options and
nonstatutory stock options may be granted under the 2006 Employee Stock Plan. Options granted under
the 2006 Employee Stock Plan generally vest over periods ranging from one to four years and expire
within six years of date of grant. The exercise price of the stock options granted under the 2006 Employee
Stock Plan is equal to the closing price of our Common Stock on The NASDAQ Stock Market on the grant
date.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Certain Relationships And Related Party Transactions
Review, Approval or Ratification of Related Person Transactions
Autodesk’s Related Party Transactions Policy states that all transactions between or among the
Company and its wholly-owned subsidiaries and any Related Party, as defined, requires the prior written
approval of the Chief Financial Officer. Non-routine Transactions with vendors and suppliers to the
Company and its wholly-owned subsidiaries require the prior written approval of the Corporate Controller.
In addition, in accordance with our Code of Business Conduct and the charter for the Audit Committee,
our Audit Committee reviews and approves in advance any proposed “related person” transactions. Any
related person transaction will be disclosed in the applicable SEC filing as required by the rules of the
SEC. For purposes of these procedures, “related person” and “transaction” have the meanings contained
in Item 404 of Regulation S-K.
Related Party Transactions
During fiscal 2007, the law firm of Wilson Sonsini Goodrich & Rosati, Professional Corporation,
acted as principal outside counsel to Autodesk. Mark A. Bertelsen, a director of Autodesk, is a member
of Wilson Sonsini Goodrich & Rosati, Professional Corporation. Payments by Autodesk to Wilson Sonsini
Goodrich & Rosati were less than one percent of such firm’s revenues in the last fiscal year. We believe
that the services performed by Wilson Sonsini Goodrich & Rosati were provided on terms no more or less
favorable than those with unrelated parties.
Independence of the Board of Directors
The Board of Directors has determined that, with the exception of Carol A. Bartz, our Executive
Chairman, and Carl Bass, our Chief Executive Officer and President, all of its members are “independent
directors” as that term is defined in the listing standards of The NASDAQ Stock Market. Such independence
definition includes a series of objective tests, including that the director is not an employee of the company
and has not engaged in various types of business dealings with the company. In addition, as further required
by the NASDAQ listing standards, the Board of Directors has made a subjective determination as to each
independent director that no relationships exist which, in the opinion of the Board of Directors, would