Autodesk 2010 Annual Report Download - page 29

performance-based vesting will be deemed achieved at 100% target levels and all other terms and conditions met.
In such event, the Administrator is required to provide notice to the participant that each stock option subject to
exercise is fully exercisable for fifteen days from the date of such notice and that the stock option terminates
upon expiration of such period.
Amendment, Suspensions and Termination of the 2008 Plan. Autodesk’s Board of Directors may amend,
suspend or terminate the 2008 Plan at any time; provided,however, that stockholder approval is required for any
amendment that increases benefits to participants, increases the number of shares available for grant, modifies
the requirements for participation, or otherwise to the extent necessary to comply with applicable laws. In
addition, no amendment, suspension or termination may impair the rights of any participant without his or her
consent.
New Plan Benefits
The number of Awards (if any) that an employee may receive under the 2008 Plan is in the discretion of the
Administrator and therefore cannot be determined in advance. Our executive officers have an interest in this
proposal because they are eligible to receive Awards under the 2008 Plan. Non-employee directors are not
eligible to participate in the 2008 Plan. The following table sets forth (a) the total number of shares subject to
stock options and restricted stock units granted under the 2008 Plan to the listed persons and groups from
February 1, 2009 through January 31, 2010, (b) the weighted average per share exercise price of such stock
options and (c) the dollar value of such restricted stock units. The last reported trade price for shares of Common
Stock on March 31, 2010, was $29.38.
Name of Individual or Group
Named Executive Officers
Number of
Securities
Underlying
Options Granted
Weighted
Average Per
Share Exercise
Price(s)
Number of
Securities
Underlying
Restricted Stock
Units Granted
Dollar Value of
Restricted Stock
Units Granted
Carl Bass, Chief Executive Officer and
President ............................. 525,000 $16.53 24,000 $ 562,560
Mark J. Hawkins, Executive Vice President and
Chief Financial Officer .................. 150,000 19.01 31,500 627,610
George M. Bado, Executive Vice President,
Sales and Services ...................... 100,000 16.53 10,424 202,352
Jay Bhatt, Senior Vice President, Architecture,
Engineering and Construction ............ 100,000 18.00 15,657 269,020
Robert L. Kross, Senior Vice President,
Manufacturing ......................... 75,000 16.53 12,909 234,011
All executive officers, as a group
(11 persons) ........................... 1,400,000 16.90 166,316 3,227,916
All employees who are not executive officers,
as a group ............................ 5,226,004 14.55 547,506 12,995,842
Federal Tax Aspects
The following paragraphs are a summary of the material U.S. federal income tax consequences associated
with Awards granted under the 2008 Plan. The summary is based on existing U.S. laws and regulations, and there
can be no assurance that those laws and regulations will not change in the future. The summary does not purport
to be complete and does not discuss the tax consequences upon a participant’s death, or the provisions of the
income tax laws of any municipality, state or foreign country in which the participant may reside. As a result, tax
consequences for any particular participant may vary based on individual circumstances.
Nonstatutory Stock Options. No taxable income is recognized when a nonstatutory stock option is granted to
a participant. Upon exercise, the participant will recognize ordinary income in an amount equal to the excess of
21