Autodesk 2008 Annual Report Download - page 45

The stock value is considered at the time each year when progress towards achievement of the guidelines is
assessed by the Compensation Committee. In its December 2007 meeting, the Compensation Committee
determined that amount of stock owned by Carol A. Bartz, George M. Bado and Alfred J. Castino was consistent
with the levels recommended by the guidelines. Mr. Bass and Ms. Becker have two years and one year,
respectively, to achieve the amounts recommended for their positions. During the December 2007 meeting, the
Compensation Committee evaluated the effectiveness of the guidelines in promoting greater executive stock
ownership and considered several programs for implementation in fiscal 2009 to further encourage all executive
officers to achieve the stock ownership guidelines within the applicable time frame. In order to accelerate
achievement of the guidelines, the Compensation Committee will continue to review and evaluate the executive
officers’ progress and may, from time to time, consider additional programs to encourage stock ownership.
Tax and Accounting Considerations
In designing our compensation programs, we have considered tax and accounting implications, including the
following.
•Accounting for Stock-Based Compensation—We account for stock-based compensation in accordance
with the requirements of FASB Statement 123R. We also take into consideration FASB Statement
123R and other generally accepted accounting principles in determining changes to policies and
practices for its stock-based compensation programs.
•Change in Control Program—We have structured our Change in Control program so that in the event
payment of benefits constitutes a “parachute” payment under Section 280G of the Internal Revenue
Code, we will revise and limit the payment so that we do not incur additional tax burden on behalf of
the participant. For more information, refer to the “Executive Change in Control Program” section on
page 38.
•Executive Incentive Plan—The EIP is structured to comply with the requirements of Section 162(m) of
Internal Revenue Code, which allow certain payments under the plan to be deductible for federal
income tax purposes.
Post-Employment Obligations
Employment Agreements
Two of our Named Executive Officers have negotiated employment agreements with the Company: Carl
Bass, our CEO, and Carol Bartz, our Executive Chairman. These agreements provide general protection for these
individuals in the event of termination without cause or resignation for good reason (including change of
control). We believe that in the cases of Mr. Bass and Ms. Bartz, their employment agreements provide a
valuable tool to retain their services. In the case of Mr. Bass we believe that the protections afforded to him in the
event of a change of control provide us with an increased level of confidence that he will remain with the
Company for some period of time after a change of control. This in turn provides continuity in the event of a
change in control, which we believe may ultimately enhance stockholder value, and discourages benefits simply
for consummating a change in control in the Company. Ms. Bartz’s employment agreement provides for certain
immediate benefits in the event of a change in control. We believe that this automatic right for Ms. Bartz is
appropriate in her role as Executive Chairman. Details of the agreements for Mr. Bass and Ms. Bartz can be
found beginning on page 38.
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