Autodesk 2009 Annual Report Download - page 54

(c) Options vest 100 percent on the one year anniversary of the grant date.
(d) Due to Ms. Bartz’s resignation on February 17, 2009, these options will expire six months from her
resignation.
(e) Options expired six months from August 1, 2008, Mr. Castino’s date of resignation.
Option Exercises and Stock Vested at 2009 Fiscal Year End
The following table presents certain information concerning the exercise of options by each of the Named
Executive Officers during the fiscal year ended January 31, 2009. Although we have granted restricted stock unit
awards to Named Executive Officers, no such awards vested during the fiscal year ended January 31, 2009.
Option Awards
Name of Executive Officer
Number of Shares Acquired on
Exercise (#)
Value Realized on
Exercise ($) (a)
Carl Bass ............................................. 142,721 $ 3,935,500
Carol A. Bartz ......................................... 637,858 15,266,490
Alfred J. Castino ....................................... 172,172 2,445,298
George M. Bado ........................................ 30,654 678,982
JanBecker ............................................ 912 4,700
(a) Reflects the difference between (i) the market price of Autodesk Common Stock at the time of exercise on
the exercise date and (ii) the exercise price of the option.
Nonqualified Deferred Compensation for Fiscal Year 2009
Under our Nonqualified Deferred Compensation Plan, certain executives (including Named Executive
Officers) may defer compensation earned as salary, commissions or awards under the Executive Incentive Plan.
Deferral elections are made by eligible executives each year during an “open enrollment” period for amounts to
be earned in the following year. An executive may defer all or a portion of his or her annual salary, commissions
and Executive Incentive Plan awards under this plan. The Company does not make any contribution for
executives under the Nonqualified Deferred Compensation Plan. In fiscal 2009, we adopted our Equity Incentive
Deferral Plan, which permits certain executive officers to defer up to 50 percent of their Executive Incentive Plan
award. The Equity Incentive Deferral Plan is available for deferral of awards paid during or after fiscal 2010.
The following table presents information regarding non-qualified deferred compensation activity for each
listed officer during the fiscal year ended January 31, 2009.
Name
Executive
Contributions
in Last Fiscal
Year
($) (a)
Aggregate
Earnings/
(Losses) in
Last Fiscal
Year
($) (b)
Aggregate
Withdrawals/
Distributions
($) (c)
Aggregate
Balance at
Last Fiscal
Year End
($)
Carl Bass ...................................... $ — $ — $ — $ —
Carol A. Bartz .................................. 437,842 (4,588,015) (658,963) 5,117,208
Alfred J. Castino ................................ — — — —
George M. Bado ................................ — (175,929) — 552,882
Jan Becker ..................................... — (192,330) — 1,229,244
(a) Contributions in this column for Ms. Bartz include $35,416, which is reported as fiscal year 2009 salary in
the Summary Compensation Table, and $402,426, which is reported as fiscal year 2008 salary in the
Summary Compensation Table.
(b) None of the earnings or losses in this column is reflected in the Fiscal 2009 Summary Compensation Table
because they are not considered preferential or above market.
(c) Reflects a voluntary distribution during fiscal 2009 of salary and non-equity incentive plan compensation
contributed to the non-qualified deferred compensation plan in previous years.
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• An amount equal to the executive officer’s annual base compensation and average annual bonus,
• The 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; and
• Continued coverage of medical, dental and vision insurance until the earlier of 12 months from the date
of termination or when the executive officer becomes covered under another employer’s employee
“change of control” of the Company, as each such term is defined in Mr. Bass’s employment agreement.
In the event Mr. Bass’s employment is terminated by the Company without cause or if Mr. Bass resigns for
his then outstanding, unvested equity awards (other than awards that vest based on performance), (iii) a period of
If, in connection with a change of control, Mr. Bass’s employment is terminated by the Company without
cause or if Mr. Bass resigns for good reason, Mr. Bass will receive (i) a lump sum payment in an amount equal to
unvested equity awards (other than awards that vest based on performance), (iii) a period of not less than 6