Autodesk 2007 Annual Report Download - page 47

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Proxy Materials
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
vesting for 12 months of his then outstanding, unvested equity awards (other than awards that vest based
on performance), (iii) a period of not less than 6 months to exercise any vested stock options that were
granted to Mr. Bass on or after the date he entered into his employment agreement, and (iv) reimbursement
for premiums paid for continued health benefits for Mr. Bass and his eligible dependents until the earlier
of 12 months following termination or the date Mr. Bass becomes covered under similar health plans. In
addition, Mr. Bass is subject to nonsolicitation and noncompetition covenants for 12 months following a
termination that gives rise to the severance benefits discussed above.
If, in connection with a change of control, Mr. Bass’s employment is terminated by the Company
without cause or if Mr. Bass resigns for good reason, Mr. Bass will receive (i) a lump sum payment in an
amount equal to 100% of his then current annual base salary plus his target annual incentive compensation
under the Executive Incentive Plan for the year in which the termination occurs, (ii) accelerated vesting
for 24 months of his then outstanding, unvested equity awards (other than awards that vest based on
performance), (iii) a period of not less than 6 months to exercise any vested stock options that were
granted to Mr. Bass on or after the date of the Bass Agreement, and (iv) reimbursement for premiums
paid for continued health benefits for Mr. Bass and his eligible dependents until the earlier of 12 months
following termination or the date Mr. Bass becomes covered under similar health plans.
Potential Payments Upon Termination or Change of Control
The tables below estimate the amount of compensation to each of the Named Executive Officers
in the event of termination of such executive’s employment. The amount of compensation payable to
each Named Executive Officer upon voluntary termination, involuntary not-for-cause termination, for
cause termination, termination following a change in control and in the event of disability or death of
the executive is estimated below. The amounts shown assume that such termination was effective as of
January 31, 2007, and thus includes amounts earned through such time and are estimates of the amounts
which would be paid out to the executives on their termination. The price per share of Autodesk’s
common stock is the closing price on the Nasdaq Global Select Market as of January 31, 2007 ($43.72). The
actual amounts to be paid out can only be determined at the time of such executive’s separation from the
Company.