Autodesk 2009 Annual Report Download - page 56

restated employment agreement, and (iv) reimbursement for premiums paid for continued health benefits for
Mr. Bass and his eligible dependents until the earlier of 12 months following termination or the date Mr. Bass
becomes covered under similar health plans.
Employment Agreement with Carol A. Bartz
On February 17, 2009, Carol A. Bartz resigned as our Executive Chairman and as a member of our Board of
Directors. Ms. Bartz’s resignation was due to her having accepted a position as the Chief Executive Officer of
Yahoo! Inc. and was not for “good reason,” as such term is defined in her employment agreement. As such, in
connection with her resignation, no payments were made or are payable to Ms. Bartz under the terms of her
employment agreement. The following paragraphs describe the amounts which would have been payable to
Ms. Bartz under certain circumstances as of the end of our 2009 fiscal year on January 31, 2009, prior to her
resignation.
In January 2007, the Company entered into an employment agreement with Ms. Bartz which provided for,
among other things, certain payments and benefits to have been provided to Ms. Bartz upon a “change of
control” of the Company or in the event her employment was terminated without “cause” or she resigned for
“good reason,” as each such term is defined in Ms. Bartz’s employment agreement. In addition, at the end of
Ms. Bartz’s employment with the Company, Ms. Bartz and her eligible dependents would have been eligible to
receive continued health care coverage as follows: (i) if Ms. Bartz had validly elected to continue coverage under
COBRA, the Company would have reimbursed Ms. Bartz for premiums paid for a period of 12 months; (ii) after
Ms. Bartz’s coverage under COBRA ended and prior to Ms. Bartz having reached the age of 65, the Company
would have paid premiums for insurance that provided health and dental benefits substantially comparable to
those provided under the Company’s health plans, and in addition would have paid for a primary physician under
a concierge plan and a medical advocacy service to assist in processing claims; and (iii) after Ms. Bartz having
reached the age of 65, Medicare would become the primary health care provider, provided that the Company
would have paid the cost of a supplemental insurance to maintain the same level of health coverage specified in
(ii) above and would have continued to pay the cost of a primary physician under a concierge plan and a medical
advocacy service to assist in processing claims. Such coverage would have ended upon Ms. Bartz’s death or
Ms. Bartz having become eligible under another employer’s health plan, provided that, if there had been no
termination of coverage at the time of Ms. Bartz’s death, coverage would have continued to have been provided
to Ms. Bartz’s spouse to the extent reasonably possible. The continued health care coverage would have been
subject to Ms. Bartz having signed and not revoked a separation and release of claims and having abided by the
terms of a non-competition and non-solicitation agreement for 12 months.
In the event that Ms. Bartz’s employment had been terminated by the Company without cause or if
Ms. Bartz had resigned for good reason, Ms. Bartz would have been eligible to receive (i) the continued health
care coverage discussed above, and (ii) immediate vesting of all outstanding, unvested stock options. Had there
been a change of control of the Company, Ms. Bartz would have been eligible to receive (i) immediate vesting of
all outstanding, unvested stock options, and (ii) any additional benefits described in the Company’s Executive
Change in Control Program. Such severance benefits would have been subject to Ms. Bartz having signed and
not revoked a separation and release of claims and having abided by the terms of a non-solicitation agreement for
12 months.
In addition, in the event that Ms. Bartz’s employment had terminated due to death or disability, then
Ms. Bartz would have been eligible to receive immediate vesting of all outstanding, unvested stock options.
Potential Payments Upon Termination or Change in Control
The tables below list the estimated amount of compensation payable to each of the Named Executive
Officers in the event of voluntary termination, involuntary not-for-cause termination, for cause termination,
termination following a change in control and termination in the event of disability or death of the executive. The
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