Autodesk 2009 Annual Report Download - page 46

•Executive Change in Control Program—We have structured our Executive Change in Control program
so that in the event payment of benefits constitutes a “parachute” payment under Section 280G of the
Internal Revenue Code, we will revise and limit the payment so that we do not incur additional tax
burden on behalf of the participant. For more information, refer to the “Executive Change in Control
Program” section on page 41.
•Executive Incentive Plan—The EIP is structured to comply with the requirements of Section 162(m) of
Internal Revenue Code, which allow certain payments under the plan to be deductible for federal
income tax purposes.
•Equity Incentive Deferral Plan—The Equity Incentive Deferral Plan is structured to comply with the
requirements of Section 409A of the Internal Revenue Code, which imposes limitations and conditions
on nonqualified deferred compensation plans and arrangements, including requirements relating to
when amounts under such plans may be made, acceleration of benefits, and the timing of elections
under such plans.
Post-Employment Obligations
Employment Agreements
Two of our Named Executive Officers have negotiated employment agreements with the Company: Carl
Bass, our Chief Executive Officer, President and Interim Chief Financial Officer, and Carol A. Bartz, our former
Executive Chairman. Throughout fiscal 2009, these agreements provided general protection for these individuals
in the event of termination without cause or resignation for good reason (including change of control). We
believe that in the cases of Mr. Bass and Ms. Bartz, their employment agreements provided a valuable tool to
retain their services during fiscal 2009. In the case of Mr. Bass, we believe that the protections afforded to him in
the event of a change of control provide us with an increased level of confidence that he will remain with the
Company up to and for some period of time after a change of control. This in turn provides continuity in the
event of a change in control, which we believe may ultimately enhance stockholder value, and discourages
benefits simply for consummating a change in control in the Company. Ms. Bartz’s employment agreement
provided for certain immediate benefits in the event of a change in control. We believe that this automatic right
for Ms. Bartz was appropriate while she was serving as Executive Chairman. Details of the agreements for
Mr. Bass and Ms. Bartz can be found beginning on page 41.
Executive Change in Control Program
In March 2006, the Board of Directors approved an amended Executive Change in Control Program, in an
effort to ensure the continued service of our key executives in the event of a future change of control of the
Company. In December 2008, the Board of Directors approved an amended and restated Executive Change in
Control Program which updated the Executive Change in Control Program approved in March 2006 to conform
to certain new tax provisions. Each Named Executive Officer, among other employees, participates in the
Executive Change in Control Program. Under the terms of this program, if within 12 months of a change of
control (as defined below) an executive officer who participates in the program is terminated without cause, or
voluntarily resigns his or her employment for good reason, he or she will receive the following:
• An amount equal to the executive officer’s annual base compensation and average annual bonus,
payable twice monthly over a 12-month period;
• Acceleration of the executive officer’s stock options that would have vested within the 12 months
following the date of the executive officer’s termination or resignation; and
• Continued coverage of medical, dental, and vision insurance until the earlier of 12 months from the
date of termination or resignation or when he or she becomes covered under another employer’s
benefits plan.
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