Autodesk 2007 Annual Report Download - page 45

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Proxy Materials
Under Autodesk’s Nonqualified Deferred Compensation Plan, certain executives (including Named
Executive Officers) may defer compensation earned as salary, commissions or awards under the Executive
Incentive Plan. Deferral elections are made by eligible executives each year during the “open enrollment”
period (November or December) for amounts to be earned in the following year. An executive may defer all
or a portion of his or her annual salary, commissions and Executive Incentive Plan awards under this plan.
The investment options available to participants in the Nonqualified Deferred Compensation plan
during fiscal 2007 are shown below, as well as the annual rate of return for each investment option for the
calendar year ended December 31, 2006, as reported by the administrator of this plan:
Name of Fund Rate of Return Name of Fund Rate of Return
Vanguard Target Retirement
2045 Fund..................... 15.98%
Vanguard Windsor™ II Fund . . . . . . . . . 18.25%
Vanguard Target Retirement
2035 Fund..................... 15.24%
Vanguard 500 Index Fund . . . . . . . . . . . 15.64%
Vanguard Target Retirement
2025 Fund..................... 13.24%
American Funds Growth Fund of
America–Class R-4 . . . . . . . . . . . . . . . . 10.91%
Vanguard Target Retirement
2015 Fund..................... 11.42%
Hotchkis and Wiley Mid-Cap Value
Fund–Class A..................... 16.34%
Vanguard Target Retirement
2005 Fund .................... 8.23%
Artisan Mid-cap Fund Investor Class. . 14.20%
Vanguard Target Retirement
Income Fund . . . . . . . . . . . . . . . . . . 6.38%
Goldman Sachs Small Cap Value
Fund–Institutional Class. . . . . . . . . . . 17.78%
Vanguard Federal Money
Market Fund . . . . . . . . . . . . . . . . . . 4.81%
Vanguard Explorer™ Fund . . . . . . . . . . . 9.70%
Vanguard Total Bond Market Index
Fund.......................... 4.27%
Vanguard International Value Fund. . . 27.37%
Vanguard Short Term Bond . . . . . . . 4.09% Vanguard International Growth Fund 25.92%
Vanguard Wellesley Income
Fund.......................... 11.28%
Vanguard GNMA Fund . . . . . . . . . . . . . .
4.33%
Dodge & Cox Stock Fund . . . . . . . . . 18.53% Vanguard REIT Index Fund. . . . . . . . . . . 35.07%
Employment Agreements and Change in Control Arrangements
Executive Change in Control Program
In March 2006, the Board of Directors approved an amended and restated Executive Change in
Control Program (the “Program”), in an effort to ensure the continued service of Autodesk’s key executives
in the event of a future change in control event. Each of Autodesk’s current executive officers, among
other employees, participates in the Program. Under the terms of the Program, if, within 12 months of a
“change in control,” an executive officer who participates in the Program is terminated without “cause”, or
voluntarily terminates his or her employment on account of “good reason,” as each such term is defined
in the Program, he or she will receive (provided the participant executes a release and non competition
agreement):
• An amount equal to the executive officer’s annual base compensation and average annual bonus,
payable bimonthly over a 12 month period;
• The acceleration of such executive officer’s stock options with respect to the number of shares that
would have vested within the 12 months following the date of the executive officer’s termination;
and