Autodesk 2008 Annual Report Download - page 25

PROPOSAL THREE
APPROVAL OF AMENDMENTS TO THE 2000 DIRECTORS’ OPTION PLAN
The Board of Directors is asking stockholders to approve an amended and restated 2000 Directors’ Option
Plan (the “Plan”) so that we can continue using it to help achieve the Company’s goals of attracting, retaining
and motivating highly talented individuals to serve as members of our Board of Directors. The Plan was amended
and restated to:
• Increase the number of shares of Company common stock (“Shares”) reserved for issuance thereunder
by 600,000 Shares;
• Address certain potential tax consequences under Section 409A of the Internal Revenue Code of 1986,
as amended (“Section 409A”) by generally requiring that director elections to receive all or a portion of
their cash retainers in the form of restricted stock comply with Section 409A, unless otherwise
determined by the Board of Directors. The Section 409A amendment is not intended to materially
increase the benefits or awards issuable under the Plan; and
• Make certain other non-material changes to the Plan.
The Plan provides for automatic non-discretionary grants of options and restricted stock to our
non-employee directors. The proposed amendment to increase the number of Shares reserved for issuance does
not change the number of Shares granted to directors each year but provides sufficient Shares to continue to fund
the Plan.
The Plan currently has 310,894 Shares reserved for future option and restricted stock grants, which will
increase to 910,894 if the amended and restated Plan is approved by our stockholders. Typically, we use
approximately 185,000 Shares each year, depending on the number of non-employee directors and the addition of
new directors during a given year. The Shares utilized include annual option grants, new director grants and
restricted stock issued in lieu of cash compensation for service on the Board of Directors and chairmanships of
committees of the Board of Directors.
We believe strongly that the approval of the amended and restated Plan is essential to our continued success.
Options and restricted stock grants are vital to our ability to attract and retain outstanding and highly skilled
individuals to serve on our Board of Directors. The Board of Directors believes that the Plan is necessary so that
the Company can continue to provide meaningful, long-term equity based incentives to present and future
non-employee directors.
The Plan does not have an “evergreen” provision that provides for an automatic increase in the number of
the Shares available for issuance each year. In addition, no Shares have been added to the Plan since the approval
of the Plan at the 2005 Annual Meeting. If stockholders approve the amended and restated Plan, we currently
anticipate that we will not ask stockholders for additional shares for issuance under the Plan prior to the
expiration of the Plan in March of 2010, depending on business conditions and needs.
Approval of the Plan requires the affirmative vote of the holders of a majority of the shares of the
Company’s common stock that are present in person or by proxy and entitled to vote at the 2008 Annual
Meeting. If the stockholders approve the Plan, it will replace the version of the Plan that was approved by
stockholders at the 2005 Annual Meeting. If stockholders do not approve the Plan at the 2008 Annual Meeting,
the version approved in 2005 will remain in effect, provided that such version will include the Section 409A
amendments and the other non-material changes mentioned above. Our directors have an interest in this proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE
AMENDED AND RESTATED 2000 DIRECTORS’ OPTION PLAN.
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