Autodesk 2008 Annual Report Download - page 46

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 our key executives in the event of a future change of control of the
Company. Each Named Executive Officer, among other employees, participates in the Change in Control
Program. Under the terms of this program, if within 12 months of a change of 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; and
• 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 our 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 either (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” occurs 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 changes substantially.
We believe that the Change in Control Program provides us with a valuable tool to retain the services of our
executives and provide us with some increased level of confidence that our executives will remain with the
Company for some period of time after a change in 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 of the Company.
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
Michael J. Fister
Per-Kristian Halvorsen
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