Autodesk 2008 Annual Report Download - page 57

accordance with her employment agreement, these amounts reflect the present value (including tax
gross-up) of postemployment heath coverage; the amount shown in the Death column represents continuing
spousal coverage. For all other executives, these amounts represent the cost of continuing coverage for each
executive and their dependents for twelve months in accordance with the Autodesk Change in Control
Program.
(5) Disability Income: Reflects the estimated present value of all future payments to each executive under the
Company’s disability program, which represent 100 percent of salary for the first 90 days, and then 66- 2/3
percent of salary thereafter, with a maximum of $20,000 per month, until the age of 65. These payments
would be made by the insurance provider, not by Autodesk.
(6) Accidental Death or Dismemberment: Reflects the lump-sum amount payable to each executive or his or her
beneficiaries by Autodesk’s insurance provider in the event of each executive’s accidental death. There is
also a prorated lump sum payment for dismemberment. The amount shown as payable upon dismemberment
is based upon the payout for the most severe dismemberment under the plan.
(7) Life Insurance: Reflects the lump-sum amount payable to beneficiaries by Autodesk’s insurance provider in
the event of each executive’s death.
(8) Sales Commissions and Bonus: Reflects amounts earned in the fourth quarter of fiscal 2008 by Mr. Bado
that will be paid in the following fiscal year.
Compensation of Directors
During fiscal 2008, our non-employee directors were eligible to receive the annual compensation set forth
below:
Member of the Board of Directors ........................... $ 75,000
Lead Director ........................................... anadditional $25,000
Chair of the Audit Committee .............................. anadditional $25,000
Chair of the Compensation and Human Resources Committee ..... anadditional $20,000
Chair of the Corporate Governance and Nominating Committee . . . an additional $10,000
No later than December 31 of the year prior to a director’s re-election to the Board of Directors, each
director may elect to receive up to fifty percent of their annual fee in cash, with the balance paid in the form of
restricted stock issued at a rate of $1.20 worth of stock for each $1.00 of cash compensation foregone. The
restricted stock is issued on the date of the annual meeting of stockholders and vests on the date of the annual
meeting of stockholders in the following year, provided that the recipient is a director on such date. If elected,
cash compensation is accrued monthly and paid quarterly, in arrears. For fiscal 2008, all of the non-employee
directors elected to receive 100 percent of their annual fees as restricted stock.
Additionally, the Company’s 2000 Directors’ Option Plan provides for the automatic grant of nonstatutory
stock options to our non-employee directors. Upon being elected or appointed to our Board of Directors, each
non-employee director is granted an option to purchase 50,000 shares of our Common Stock, with subsequent
annual option grants of 20,000 shares of our Common Stock. The exercise price of options granted under the
2000 Directors’ Option Plan is equal to the fair value of our Common Stock on the date of grant. Options granted
under the 2000 Directors’ Option Plan upon election or appointment vest over a three-year period; subsequent
annual option grants vest over a one-year period.
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