Autodesk 2009 Annual Report Download - page 126

Issuer Purchases of Equity Securities
Our Board of Directors approved a stock repurchase program authorizing the repurchase of up to
164.0 million shares. The purpose of the stock repurchase program is to help offset the dilution to net income per
share caused by the issuance of stock under our employee stock plans and has the effect of returning excess cash
generated from our business to stockholders. The number of shares acquired and the timing of the purchases are
based on several factors, including general market conditions, the volume of employee stock option exercises, the
trading price of our common stock, cash on hand and available in the U.S., and company defined trading
windows. There were no repurchases of our common stock during the three months ended January 31, 2009;
during the year ended January 31, 2009 we repurchased 8.0 million shares of our common stock. At January 31,
2009, 16.1 million shares remained available for repurchase under the existing repurchase authorization. This
program does not have a fixed expiration date. See Note 7, “Shareholders’ Equity,” in the Notes to Consolidated
Financial Statements for further discussion.
Off-Balance Sheet Arrangements
Other than operating leases, we do not engage in off-balance sheet financing arrangements or have any
variable-interest entities. As of January 31, 2009 we did not have any off-balance sheet arrangements as defined
in Item 303(a)(4)(ii) of SEC Regulation S-K.
Stock Compensation
As of January 31, 2009, we maintained two active stock option plans for the purpose of granting stock
options to employees and non-employee members of our Board of Directors: the 2008 Employee Stock Plan
(“2008 Plan”), which is available only to employees, and the 2000 Directors’ Option Plan, as amended (“2000
Plan”), which is available only to non-employee directors. Additionally, there are six expired or terminated plans
with options outstanding, including the 2006 Employee Stock Plan (“2006 Plan”), which was replaced by the
2008 Employee Stock Plan in March 2008.
The 2008 Plan was approved by our stockholders in November 2007. Under this plan, 16.5 million shares of
our common stock, and 0.48 million shares that remained available for issuance under the 2006 Plan upon its
expiration, were reserved for issuance. The 2008 Plan permits the grant of stock options, restricted stock and
restricted stock units; however, no more than 2.5 million of the shares reserved for issuance under the 2008 Plan
may be issued pursuant to awards of restricted stock units. At January 31, 2009, 13.4 million shares were
available for future issuance under the 2008 Plan. The 2008 Plan will expire in March 2011. The 2000 Plan,
which was originally approved by the stockholders in June 2000, allows for an automatic annual grant of options
to non-employee members of Autodesk’s Board of Directors. At January 31, 2009, 0.8 million shares were
available for future issuance. The 2000 Plan will expire in March 2010.
Our stock option program is broad-based and designed to promote long-term retention. Essentially all of our
employees participate. Approximately 90% of the options we granted during fiscal 2009 were awarded to
employees other than our CEO, CFO and the three other most highly compensated officers for fiscal 2009, which
we refer to as our Named Executive Officers. Options granted under the 2008 Plan and the 2000 Plan vest over
periods ranging from one to four years and expire within four to seven years of the date of grant. During fiscal
2009 and 2008, the exercise price of all stock options granted under these plans was equal to the fair market
value of the stock on the grant date.
All stock option grants to executive officers are made by the Compensation and Human Resources
Committee of the Board of Directors. All members of the Compensation and Human Resources Committee are
independent directors, as defined by the listing standards of the NASDAQ Global Select Market. Grants to our
non-employee directors are non-discretionary and are pre-determined by the terms of the 2000 Plan.
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