Autodesk 2009 Annual Report Download - page 43

Nonqualified Deferred Compensation
United States-based executives are eligible to participate in our Nonqualified Deferred Compensation Plan.
The plan is designed to allow eligible employees to make pretax contributions through compensation deferrals to
the plan and receive tax-deferred investment returns on the contributions similar to the 401(k) plan. This benefit
is incremental to the 401(k) plan and is available to a limited group of United States—based senior management
employees. The assets of our Nonqualified Deferred Compensation Plan are held in a rabbi trust. Similar to the
401(k) plan, earnings are not guaranteed.
Perquisites
Our former Executive Chairman Carol A. Bartz was provided a personal driver for her business
transportation needs through fiscal 2009 and up to her resignation in February 2009. Otherwise, we do not as a
general practice provide benefits or special considerations to our executives that we do not provide to other
employees.
Equity Granting Practices and Policies
Equity Grant Process
In fiscal 2009, stock options and restricted stock units were the only equity grants made to our executive
officers. All equity grants to executive officers are made by the Compensation Committee. Approval of annual
stock option grants for executive officers occurred at the Compensation Committee’s quarterly meeting in March
2008, and approval of grants of restricted stock units to executive officers occurred at the Compensation
Committee’s quarterly meeting in June 2008. In March 2009, the Compensation Committee also approved grants
of restricted stock units in connection with the Equity Incentive Deferral Plan described below, for EIP awards
made in March 2009, relating to fiscal 2009.
Historically, the Compensation Committee has approved equity grants to newly hired executive officers at
its first quarterly meeting following the executive’s hire date, although the Compensation Committee may also
approve equity grants to newly hired executive officers at the Compensation Committee meeting at which the
appointment of the new executive officer is approved. The Compensation Committee also approves promotion
grants at the Compensation Committee meeting at which the promotion is approved, or at the next quarterly
Compensation Committee meeting following the promotion.
Our 2006 Employee Stock Plan expired in March 2008. In November 2007, our stockholders approved the
2008 Employee Stock Plan, which became effective March 21, 2008.
Equity Incentive Deferral Plan
In fiscal 2009, the Compensation Committee approved and adopted the Autodesk, Inc. Equity Incentive
Deferral Plan (the “Deferral Plan”) in order to encourage our executives to maintain equity ownership in the
Company, which we believe aligns the interests of our executives with those of our stockholders. Under the
Deferral Plan, eligible company executives, including certain Named Executive Officers, may elect to defer up to
50 percent of their cash incentive award earned under the EIP, and have any such deferred amounts granted in the
form of restricted stock units (the “Base RSUs”). The Base RSUs are fully vested as of the date of grant and have
a distribution date on or about the third anniversary of the grant date. As an incentive for participating in the
Deferral Plan, for every three Base RSUs purchased by a participating executive, the Company issues an
additional RSU (the “Premium RSUs”). The Premium RSUs are granted with a vesting date and a distribution
date on or about the third anniversary of the grant date.
Executives may make an election to participate in the Deferral Plan no later than six months before the end
of the fiscal year in which such services are to be performed.
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