Autodesk 2008 Annual Report Download - page 53

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.
Employment Agreement with Carol A. Bartz
In January 2007, the Company entered into an employment agreement with Carol A. Bartz that provides for,
among other things, certain payments and benefits to be provided to Ms. Bartz upon a “change of control” of the
Company or in the event her employment is terminated without “cause” or she resigns for “good reason,” as each
such term is defined in Ms. Bartz’s employment agreement. In addition, at the end of Ms. Bartz’s employment
with the Company, Ms. Bartz and her eligible dependents will receive continued health care coverage as follows:
(i) if Ms. Bartz validly elects to continue coverage under COBRA, the Company will reimburse Ms. Bartz for
premiums paid for a period of 12 months; (ii) after Ms. Bartz’s coverage under COBRA ends and prior to
Ms. Bartz reaching the age of 65, the Company will pay premiums for insurance that provides health and dental
benefits substantially comparable to those provided under the Company’s health plans, and in addition will pay
for a primary physician under a concierge plan and a medical advocacy service to assist in processing claims; and
(iii) after Ms. Bartz reaches the age of 65, Medicare shall become the primary health care provider, provided that
the Company shall pay the cost of a supplemental insurance to maintain the same level of health coverage
specified in (ii) above and will continue to pay the cost of a primary physician under a concierge plan and a
medical advocacy service to assist in processing claims. Such coverage will end upon Ms. Bartz’s death or
Ms. Bartz becoming eligible under another employer’s health plan, provided that, if there has been no
termination of coverage at the time of Ms. Bartz’s death, coverage will continue to be provided to Ms. Bartz’s
spouse to the extent reasonably possible. The continued health care coverage will be subject to Ms. Bartz signing
and not revoking a separation and release of claims and abiding by the terms of a non-competition and
non-solicitation agreement for 12 months.
In the event Ms. Bartz’s employment is terminated by the Company without cause or if Ms. Bartz resigns
for good reason, Ms. Bartz will receive (i) the continued health care coverage discussed above, and
(ii) immediate vesting of all outstanding, unvested stock options. Upon a change of control of the Company,
Ms. Bartz will receive (i) immediate vesting of all outstanding, unvested stock options, and (ii) any additional
benefits described in the Company’s Executive Change in Control Program. Such severance benefits will be
subject to Ms. Bartz signing and not revoking a separation and release of claims and abiding by the terms of a
non-solicitation agreement for 12 months.
In addition, in the event of Ms. Bartz’s employment terminates due to death or disability, then Ms. Bartz
will receive immediate vesting of all outstanding, unvested stock options.
Potential Payments Upon Termination or Change of Control
The tables below list the estimated amount of compensation payable to each of the Named Executive
Officers in the event of voluntary termination, involuntary not-for-cause termination, for cause termination,
termination following a change in control and termination in the event of disability or death of the executive. The
amounts shown assume that such termination was effective as of January 31, 2008, and include amounts earned
through such time for all components of compensation, benefits and perquisites payable under the Executive
Change in Control Program. Amounts for Mr. Bass and Ms. Bartz also include certain items specified in their
employment agreements, discussed above. Estimated amounts for share-based compensation are based on the
closing price of our common stock on the Nasdaq Global Select Market as of January 31, 2008, which was
$41.15 per share. The actual amounts to be paid out can only be determined at the time of such executive’s
separation from the Company.
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