Autodesk 2009 Annual Report Download - page 45

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•Standard new hire stock option grants (50 to 100 shares, depending on country) vest in full on the
one-year anniversary of the grant date.
The restricted stock units granted to our executive officers vest in full on or about the third anniversary
of the grant date.
Stock Ownership Guidelines for Executive Officers and Prohibition on Hedging
The Board of Directors believes that stock ownership by executive officers is important to tie management
to the risks and rewards inherent in stock ownership of the Company. In December 2004, the Board of Directors
adopted voluntary guidelines for executive officer stock ownership. These voluntary ownership guidelines
provided that for each level of executive officer other than Executive Chairman, a number of shares equal to a
multiple of each executive’s base salary should be held in our stock. The guideline ownership amounts were to be
reached within a four-year period starting in December 2004, and ranged from two to five times base salary.
In fiscal 2009, in response to the significant volatility in our stock price, the Board of Directors modified our
stock ownership guidelines such that executive officers are encouraged to hold a fixed number of shares for each
level of executive officer rather than a multiple of salary. This change was intended to create certainty for our
executives and establish clear guidelines that tie a portion of our executive’s net worth to the performance of our
stock price.
The current stock ownership guidelines are as follows:
Position Ownership Guidelines
Executive Chairman ......................................................... 5,000 shares
Chief Executive Officer ...................................................... 100,000 shares
Executive Vice President ..................................................... 30,000 shares
Senior Vice President ........................................................ 15,000 shares
These voluntary stock ownership guidelines are applicable only to those executive officers who are also
subject to Section 16 of the Exchange Act. The modifications also extended the period of time during which each
executive officer has to comply with these voluntary stock ownership guidelines—executives now have four
years from either December 2008 or the promotion to a new, higher-level position, to achieve the recommended
levels of stock ownership, whichever is later. The executive can achieve the recommended levels through
exercising vested stock options or by purchasing stock either in the open market or through the Employee Stock
Purchase Plan. For purposes of achieving the voluntary stock ownership guidelines, both vested and unvested
restricted stock and restricted stock units are counted towards the voluntary guidelines. As of the end of our fiscal
2009, Ms. Bartz, Mr. Bado and Ms. Becker had met the voluntary stock ownership guidelines outlined above.
Mr. Bass has until December 2012 to meet the voluntary stock ownership guidelines, and as of March 31, 2009,
held approximately 94,000 shares that count toward the voluntary stock ownership guidelines. Mr. Castino
resigned during fiscal 2009.
Under the Company’s insider trading policy, all members of the Board of Directors and executive officers
are prohibited from trading put and call options relating to the Company’s stock, or in making “short sales” of the
Company’s stock.
Tax and Accounting Considerations
In designing our compensation programs, we have considered tax and accounting implications, including the
following.
•Accounting for Stock-Based Compensation—We account for stock-based compensation in accordance
with the requirements of FASB Statement 123R. We also take into consideration FASB Statement
123R and other generally accepted accounting principles in determining changes to policies and
practices for our stock-based compensation programs.
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