Autodesk 2010 Annual Report Download - page 22

terms and conditions as the Compensation and Human Resources Committee may determine in its sole
discretion; provided, however, that in no event shall payment of a bonus under the EIP that is not intended to be
“performance-based compensation” be contingent upon failure to achieve the performance goals under an
otherwise performance-based arrangement in accordance with the regulations under Section 162(m).
Term of Plan. The EIP was first applied to bonuses for fiscal 2006 and will continue until terminated by the
Compensation and Human Resources Committee.
Amendment and Termination. The Compensation and Human Resources Committee may amend, modify,
suspend or terminate the EIP, in whole or in part, at any time, including the adoption of amendments deemed
necessary or desirable to correct any defect or supply omitted data or to reconcile any inconsistency in the EIP or
in any award granted under the EIP. However, no such amendment, alteration, suspension or discontinuation may
be made which would (i) impair any payments to participants made prior to such amendment, modification,
suspension or termination, unless the Compensation and Human Resources Committee has made a determination
that such amendment or modification is in the best interests of all persons to whom awards have theretofore been
granted, and in no event may such amendment or modification result in an increase in the amount of
compensation payable pursuant to such award or (ii) cause compensation that is, or may become, payable under
the EIP to fail to qualify as “performance-based compensation.” To the extent necessary or advisable under
applicable law, including Code Section 162(m), amendments will be subject to stockholder approval.
Indemnification. Our Board of Directors and Compensation and Human Resources Committee are generally
indemnified by Autodesk for any liability arising from claims relating to the EIP.
Federal Income Tax Consequences. Under present federal income tax law, participants will recognize
ordinary income equal to the amount of the bonus payment received in the year of receipt. The bonus payment
will be subject to applicable income and employment tax withholding by Autodesk. If and to the extent that the
EIP payments satisfy the requirements of Code Section 162(m) and otherwise satisfy the requirements for
deductibility under federal income tax law, the Company will receive a deduction for the amount constituting
ordinary income to the participant.
New Plan Benefits
Awards under the EIP are determined based on actual performance, so future actual awards are not
determinable at this time. The Compensation and Human Resources Committee determined that for fiscal 2011,
each of our executive officers is eligible to receive a bonus under the EIP. Non-employee directors are not
eligible to participate in the EIP.
For fiscal 2010, the Compensation and Human Resources Committee made awards under the EIP to our
executive officers. For more information, please see “Executive Compensation—Compensation Discussion and
Analysis.”
PROPOSAL FOUR
APPROVAL OF AMENDMENTS TO THE 2008 EMPLOYEE STOCK PLAN
The Board of Directors is asking stockholders to approve amendments to Autodesk’s 2008 Employee Stock
Plan (the “2008 Plan”) to among other things (i) increase the number of shares reserved for issuance under the
2008 Plan by 15.5 million shares and (ii) extend the term of the 2008 Plan to June 28, 2013, so that we can
continue to use the 2008 Plan to achieve Autodesk’s employee performance, recruiting, retention and incentive
goals, as well as to receive a federal income tax deduction for certain compensation paid under the 2008 Plan. If
stockholders approve the amendments to the 2008 Plan, the number of shares of Common Stock reserved for
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