Autodesk 2007 Annual Report Download - page 40

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• Executive Change in Control Program
In March 2006, the Board of Directors approved an amended Executive Change in Control Program,
in an effort to ensure the continued service of Autodesk’s key executives in the event of a future
change in control of the company. Each of Autodesk’s current Named Executive Officers, among
other employees, participates in the Change in Control Program. Under the terms of this program, if,
within 12 months of a change in control (as defined below) an executive officer who participates in
the Program is terminated without cause, or voluntarily terminates his or her employment for good
reason, he or she will receive the following:
• An amount equal to the executive officer’s annual base compensation and average annual
bonus, payable bimonthly over a 12-month period
• Acceleration of the executive officer’s stock options that would have vested within the 12
months following the date of the executive officer’s termination
• Continued coverage of medical, dental, and vision insurance until the earlier of 12 months from
the date of termination or when he or she becomes covered under another employer’s benefits
plan
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 Change in Control
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 results in the receipt of the greatest amount of
benefits.
As defined in the Change in Control Program, a “Change in Control” happens if the company is sold
or merges with another corporation, if an individual acquires 50 percent or more of the total voting
power represented by voting securities, or if the composition of the Board of Directors changes
substantially.
Compensation Committee Report
The Compensation and Human Resources Committee of the Board of Directors has reviewed and
discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with
management and, based on such review and discussions, the Compensation and Human Resources
Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be
included in this Proxy Statement.
COMPENSATION AND HUMAN RESOURCES
COMMITTEE OF THE BOARD OF DIRECTORS
Crawford W. Beveridge, Chairman
J. Hallam Dawson
Michael J. Fister