Autodesk 2008 Annual Report Download - page 52

Change in Control Arrangements and Employment Agreements
In an effort to ensure the continued service of our key executives in the event of a change in control, each of
our current executive officers, among other employees, participate in an amended and restated Executive Change
in Control Program (the “Program”) that was approved by the Board of Directors in March 2006. In addition,
Mr. Bass and Ms. Bartz have change in control provisions in their respective employment agreements, as noted
below.
Executive Change in Control Program
Under the terms of the Executive Change in Control Program, if, within twelve months of a change in
control, an executive officer who participates in the Program is terminated without cause, or voluntarily
terminates their employment on account of good reason, as cause and good reason are defined in the Program,
the executive officer will receive, upon execution of a release and one-year 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 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 the executive officer becomes covered under another employer’s employee
benefit plans.
If the executive officer is terminated for any other reason, they will receive severance or other benefits only
to the extent that they would be entitled to receive under our then-existing benefit plans and policies. If the
benefits provided under the 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 (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 amount results in the receipt of the greatest amount of benefits.
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
non-solicitation and non-competition 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 percent 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
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