Autodesk 2009 Annual Report Download - page 44

Equity Grant Policies
Our Board of Directors has established the following policies to govern the granting of equity awards:
•Limitation on Number of Equity Awards Granted
For fiscal 2009, the aggregate number of shares underlying equity awards granted under our 2008
Employee Stock Plan was limited to no more than 2.5 percent of our outstanding common stock as of the
end of fiscal 2008. The 2.5 percent limitation calculation is based on gross awards and is not net of
cancellations. In calculating whether the 2.5 percent limitation had been reached, no equity awards issued in
connection with a merger, acquisition, or similar business combination or the appointment of new senior
executive officers, such as a chief executive officer, chief financial officer, or chief operating officer, were
counted toward the total. In addition, each restricted stock unit granted is counted as two shares toward this
limitation. For fiscal 2009, the aggregate number of option grants represented less than 2.5 percent of our
common shares outstanding as of January 31, 2009.
Late in fiscal 2009, the Board of Directors raised the fiscal 2010 annual equity award limit from 2.5
percent to 3.5 percent. The Board of Directors took this action in response to the global economic
slowdown, which has negatively impacted our financial results and significantly depreciated our stock price.
Consequently, we increased the annual equity award limit in an effort to remain competitive in our industry
and retain and motivate our key employees in this difficult operating environment.
•Prohibition Against Stock Option Repricing
Repricing of stock options in all of our equity plans including our 2006 and 2008 Employee Stock
Plans and 2000 Directors’ Option Plan is prohibited without stockholder approval. A similar policy was in
place for our prior employee stock plan.
•Nonstatutory Stock and Incentive Stock Options
In general, we issue only nonstatutory stock options to employees and executives, with the exception of
grants to those executive officers subject to the stock ownership guidelines described below. We have
limited our use of incentive stock options (ISOs) because of the heavier financial burden they place on the
Company. However, because ISOs provide special tax advantages to the recipient if the stock is held for a
certain period of time following exercise, we provide ISOs to certain executive officers to facilitate their
meeting our stock ownership guidelines discussed below. ISOs are granted to these few individuals only to
the extent allowable by applicable Internal Revenue Code limits. Any excess options are nonstatutory stock
options.
•Stock Option Grant Exercise Price
For fiscal 2009, the exercise price for stock option grants equaled the fair market value of the
Company’s common stock on the date of grant. This is defined as the closing price quoted on the Nasdaq
Global Select Market on the grant date.
•Stock Grant Vesting and Expiration
All stock options granted in fiscal 2009 vest according to the nature of the grant and the level of the
recipient. All stock options granted to employees in fiscal 2009, expire seven years from the date of grant.
•Executive Officer and all other vice president stock option grants (new hire, promotion and
performance grants) have four-year vesting, with one-fourth of the total grant vesting on each
grant anniversary date for four years, except for option grants to our former Executive Chairman,
Ms. Bartz, which vest over one to four years.
•Other non-vice president stock option grants (key new hire, promotion, performance grants) have
three-year vesting, with one-third of the total grant vesting on each grant anniversary date for
three years.
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