Autodesk 2010 Annual Report Download - page 23

issuance under the 2008 Plan will be 15.5 million shares plus that number of shares remaining under the existing
2008 Plan, not to exceed 500,000 shares. The 2008 Plan is currently set to expire on March 31, 2011, after which
no new equity awards may be granted thereunder. If stockholders approve the amendments to the 2008 Plan,
equity awards may be granted until June 28, 2013.
As of April 16, 2010, there were 652,126 shares remaining for future grant under the 2008 Plan and 2,950,000
shares remaining for future grant under the 2010 Outside Directors’ Stock Plan, which were the only two active
stock plans under which we were able to grant awards at that date. In addition, at April 16, 2010, there were a total
of 34,278,413 options outstanding with a weighted average exercise price of $28.17 and remaining contractual life
of 4.29 years under all of our active and expired or terminated stock plans. There were a total of 815,688 unvested
restricted stock units outstanding under the 2008 Plan and 30,001 unvested shares of restricted stock outstanding
under the 2010 Outside Directors’ Stock Plan and all of our expired or terminated directors’ stock plans.
Approval of the amendments to the 2008 Plan requires the affirmative vote of the holders of a majority of
the shares of the Company’s Common Stock that are present in person or by proxy and entitled to vote at the
Annual Meeting. If stockholders do not approve the amendments, Autodesk’s ability to include equity
compensation as part of our employees’ total compensation package will be limited following the expiration of
the 2008 Plan. Our executive officers have an interest in this proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE
APPROVAL OF THE AMENDMENTS TO THE 2008 PLAN.
Background and Purpose
We provide equity compensation to our employees as an incentive to increase long-term stockholder value.
Our current stock plan, the 2008 Plan, expires on March 31, 2011.
The purposes of the 2008 Plan are to attract and retain the best available personnel for positions of
substantial responsibility, provide additional incentive to our employees, and promote the success of our
business. We believe that equity awards should be a key part of employee compensation, that equity awards
promote employee attention to the importance of running the business with a focus on revenue growth and
profitability and that equity awards enable us to compete effectively for the best talent in the software industry.
The Benefits of Equity Compensation for Autodesk, our Employees and Stockholders
We strongly believe that the approval of the amendments to the 2008 Plan and the ability to grant equity awards
are essential to our continued success. Equity compensation is essential to attracting and retaining talented employees
and keeping employees motivated. If the amendments to the 2008 Plan are not approved at the Annual Meeting, it
would seriously hamper our ability to attract and retain the talent we need, and therefore, could affect our success.
Equity compensation is a key component of employee compensation both at Autodesk and in our competitive
labor markets, and we encourage equity ownership. Equity awards give employees the perspective of an owner
with a stake in the success of Autodesk. We believe that equity awards motivate high levels of performance and
provide an effective means of recognizing, rewarding and encouraging employee contributions to our success.
Furthermore, we believe that equity awards align the interests of our employees with those of our stockholders by
providing an incentive to increase long-term stockholder value. As a result, Autodesk currently grants stock
options and restricted stock units under the 2008 Plan. The stock options generally vest over four years or less and
generally must be exercised within seven years of the date of grant. Our employees derive benefit from these
stock options only after they have remained with Autodesk through the vesting date and only to the extent that the
value of our Common Stock has appreciated from the time the options were granted. The restricted stock units
generally vest over three years or less. Restricted stock units are granted as an additional retention tool to our
executive officers. The 2008 Plan includes a variety of forms of equity awards, including stock options, restricted
stock, and restricted stock units to allow the Company to adapt its equity compensation program to meet the needs
of the Company in the changing business environment in which the Company operates.
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