Autodesk 2010 Annual Report Download - page 49

Equity Incentive Deferral Plan
In fiscal 2009, the Compensation Committee approved and adopted the Autodesk, Inc. Equity Incentive
Deferral Plan (the “Deferral Plan”) in order to encourage our executive officers to maintain equity ownership in
the Company, which we believe aligns the interests of our executive officers with those of our stockholders.
Under the Deferral Plan, eligible executive officers, including certain Named Executive Officers, may elect to
defer up to 50% of their cash incentive award earned under the EIP, and have any such deferred amounts granted
in the form of restricted stock units (the “Base RSUs”). The Base RSUs are fully vested as of the date of grant
and have a distribution date on or about the third anniversary of the grant date. As an incentive for participating
in the Deferral Plan, for every three Base RSUs purchased by a participating executive, the Company issues one
additional restricted stock unit (the “Premium RSUs”). The Premium RSUs are granted with a vesting date and a
distribution date on or about the third anniversary of the grant date.
Executive officers may make an election to participate in the Deferral Plan no later than the end of the
calendar year immediately prior to the year in which such services are to be performed.
Equity Grant Policies
Our Board of Directors has established the following policies to govern the granting of equity awards:
•Limitation on Number of Equity Awards Granted
For fiscal 2010, the aggregate number of shares underlying equity awards granted under our 2008
Employee Stock Plan was limited to no more than 3.5% of our outstanding Common Stock as of the end of
fiscal 2009. The 3.5% limitation calculation was based on gross awards and is not net of cancellations. In
calculating whether the 3.5% limitation had been reached, no equity awards issued in connection with a
merger, acquisition, or similar business combination or the appointment of new senior executive officers,
such as a chief executive officer, chief financial officer, or chief operating officer, were included in the
calculation for total shares granted. In addition, each restricted stock unit granted is counted as two shares
toward this limitation. For fiscal 2010, the aggregate number of equity grants represented less than 3.5% of
our common shares outstanding as of January 31, 2010.
•Prohibition Against Stock Option Repricing
Repricing of stock options is prohibited without stockholder approval. This restriction exists in all of
our equity plans, including our 2008 Employee Stock Plan and 2010 Outside Directors’ Stock Plan. A
similar policy was in place for our prior employee stock plan.
•Nonstatutory Stock and Incentive Stock Options
In general when issuing options, we issue only nonstatutory stock options to employees and executive
officers, with the exception of grants to those executive officers subject to the stock ownership guidelines
described below. We have limited our use of incentive stock options (ISOs) because of the heavier financial
burden they place on the Company. However, because ISOs provide special tax advantages to the recipient
if the stock is held for a certain period of time following exercise, we provide ISOs to certain executive
officers to facilitate their meeting our stock ownership guidelines discussed below. ISOs are granted to these
few individuals only to the extent allowable by applicable Internal Revenue Code limits. Any excess options
are nonstatutory stock options.
•Stock Option Grant Exercise Price
For fiscal 2010, the exercise price for stock option grants equaled the fair market value of the
Company’s Common Stock on the date of grant. This is defined as the closing price quoted on the
NASDAQ Global Select Market on the grant date.
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