Autodesk 2009 Annual Report Download - page 47

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• An amount equal to the executive officer’s annual base compensation and average annual bonus,
• Acceleration of the executive officer’s stock options that would have vested within the 12 months
• Continued coverage of medical, dental, and vision insurance until the earlier of 12 months from the
If the executive officer is terminated or resigns for any other reason, he or she will receive severance or
other benefits only to the extent he or she would be entitled to receive those benefits under our then-existing
benefit plans and policies. If the benefits provided under the Executive Change in Control Program constitute
parachute payments under Section 280G of the Internal Revenue Code and are subject to the excise tax imposed
by Section 4999 of the Internal Revenue Code, then such benefits will be either (1) delivered in full or
(2) delivered to such lesser extent that would result in no portion of the benefits being subject to the excise tax,
whichever results in the receipt of the greatest amount of benefits.
As defined in the Executive Change in Control Program, a “Change in Control” occurs if the Company is
sold or merges with another corporation, if an individual acquires 50 percent or more of the total voting power
represented by voting securities, or if the composition of the Board of Directors changes substantially.
We believe that the Executive Change in Control Program provides us with a valuable tool to retain the
services of our executives and provide us with some increased level of confidence that our executives will remain
with the Company for some period of time after a change in 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 of the Company.
Please see “Executive Compensation—Change in Control Arrangements and Employment Agreements,”
below for more information regarding potential payments in connection with terminations occurring after a
change in control.
Compensation Committee Report
The Compensation and Human Resources Committee of the Board of Directors has reviewed and discussed
the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and,
based on such review and discussions, the Compensation and Human Resources Committee recommended to the
Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.
COMPENSATION AND HUMAN RESOURCES
COMMITTEE OF THE BOARD OF DIRECTORS
Crawford W. Beveridge, Chairman
Per-Kristian Halvorsen
Steven M. West
Summary Compensation Table and Narrative Disclosure
This narrative discussion, as well as the table and footnotes below, provide a summary of our Named
Executive Officers’ compensation for the fiscal years ended January 31, 2009, 2008 and 2007. The Named
Executive Officers are Carl Bass (Chief Executive Officer, President and Interim Chief Financial Officer), Alfred
J. Castino (former Senior Vice President and Chief Financial Officer), and the next three most highly
compensated individuals who were serving as executive officers of Autodesk on January 31, 2009, the last day of
our most recent fiscal year. Our Named Executive Officers in fiscal 2009, 2008 and 2007 were the same. For
information on our compensation objectives, see the discussion under the heading “Compensation Discussion
and Analysis.”
Salary—Named Executive Officers are paid a salary which reflects the dollar value of cash base salary
earned by each executive during the relevant fiscal year. We did not provide equity or other non-cash items to
our Named Executive Officers as salary compensation during fiscal 2009, 2008 or 2007.
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