Autodesk 2010 Annual Report Download - page 50

•Stock Grant Vesting and Expiration
All stock options granted in fiscal 2010 vest according to the nature of the grant and the level of the
recipient. All stock options granted to employees in fiscal 2010, expire seven years from the date of grant.
•Executive Officer and all other vice president stock option grants (new hire, promotion and
performance grants) have four-year vesting, with one-fourth of the total grant vesting on each
grant anniversary date for four years.
•Other non-vice president stock option grants have three-year vesting, with one-third of the total
grant vesting on each grant anniversary date for three years.
•Standard new hire stock option grants (50 to 100 shares, depending on country) vest in full on the
one-year anniversary of the grant date.
Typically, restricted stock units granted to our executive officers vest in full on or about the third
anniversary of the grant date. The restricted stock unit grants to executive officers in December 2009 vest in full
on or about the second anniversary of the grant date.
Stock Ownership Guidelines for Executive Officers and Prohibition on Hedging
The Board of Directors believes that stock ownership by executive officers is important to tie the risks and
rewards inherent in stock ownership of the Company to our executive officers. Consequently, the Board of
Directors has adopted voluntary guidelines for executive officer stock ownership. These voluntary ownership
guidelines provide that executive officers are encouraged to hold a fixed number of shares for each level of
executive officer rather than a multiple of salary. This requirement is intended to create clear guidelines that tie a
portion of our executive’s net worth to the performance of our stock price.
The current stock ownership guidelines are as follows:
Position Ownership Guidelines
Chief Executive Officer ...................................................... 100,000 shares
Executive Vice President ..................................................... 30,000 shares
Senior Vice President ........................................................ 15,000 shares
These voluntary stock ownership guidelines are applicable only to those executive officers who are also
subject to Section 16 of the Exchange Act. Our executive officers have four years from either December 2008 or
the promotion to a new, higher-level position, whichever is later, to achieve the recommended levels of stock
ownership to comply with these voluntary stock ownership guidelines. The executive can achieve the
recommended levels through exercising vested stock options or by purchasing stock either in the open market or
through the Employee Stock Purchase Plan. For purposes of achieving the voluntary stock ownership guidelines,
both vested and unvested restricted stock and restricted stock units are counted towards the voluntary guidelines.
As of the end of our fiscal 2010, all Named Executive Officers met the voluntary stock ownership guidelines
outlined above.
Under the Company’s insider trading policy, all members of the Board of Directors and executive officers
are prohibited from trading put and call options relating to the Company’s stock, or in making “short sales” of the
Company’s stock.
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