Autodesk 2010 Annual Report Download - page 51

Tax and Accounting Considerations
In designing our compensation programs, we have considered tax and accounting implications, including the
following.
•Accounting for Stock-Based Compensation—We account for stock-based compensation in accordance
with the requirements of ASC 718. We also take into consideration ASC 718 and other generally
accepted accounting principles in determining changes to policies and practices for our stock-based
compensation programs.
•Executive Change in Control Program—We have structured our Executive Change in Control program
so that in the event payment of benefits constitutes a “parachute” payment under Section 280G of the
Internal Revenue Code, we will revise and limit the payment so that we do not incur additional tax
burden on behalf of the participant. For more information, refer to the “Executive Change in Control
Program” section on page 52.
•EIP—The EIP is structured to comply with the requirements of Section 162(m) of Internal Revenue
Code, which allow certain payments under the plan to be deductible for federal income tax purposes.
As discussed above, in fiscal 2010, our EIP was funded by our AIP, and the tax benefits otherwise
available under our EIP were not available to us, because we did not meet the conditions required
under Section 162(m) of the Internal Revenue Code.
•Equity Incentive Deferral Plan—The Equity Incentive Deferral Plan is structured to comply with the
requirements of Section 409A of the Internal Revenue Code, which imposes limitations and conditions
on nonqualified deferred compensation plans and arrangements, including requirements relating to
when amounts under such plans may be made, acceleration of benefits, and the timing of elections
under such plans.
Post-Employment Obligations
Employment Agreement with Mr. Bass
The Company has entered into an employment agreement with Carl Bass, our Chief Executive Officer and
President. Throughout fiscal 2010, this agreement provided general protection for Mr. Bass in the event of
termination without cause or resignation for good reason (including change of control). We believe that
Mr. Bass’s employment agreement provided a valuable tool to retain his services during fiscal 2010. We believe
that the protections afforded to him in the event of a change of control provide us with an increased level of
confidence that he will remain with the Company up to and for some period of time after a change of control.
This in turn provides continuity in the event of a change in control, which we believe may ultimately enhance
stockholder value, and discourages benefits simply for consummating a change in control in the Company.
Details of the agreements for Mr. Bass can be found beginning on page 52.
Executive Change in Control Program
In March 2006, the Board of Directors approved an amended Executive Change in Control Program, in an
effort to ensure the continued service of our key executive officers in the event of a future change of control of
the Company. In December 2008, the Board of Directors approved an amended and restated Executive Change in
Control Program which updated the Executive Change in Control Program approved in March 2006 to conform
to certain new tax provisions. Each Named Executive Officer, among other employees, participates in the
Executive Change in Control Program.
We believe that the Executive Change in Control Program provides us with a valuable tool to retain the
services of our executive officers and provides us with an increased level of confidence that our executive
officers will remain with the Company for some period of time after a change in control. This in turn provides
continuity in the event of a change in control, which we believe may ultimately enhance stockholder value, and
discourages benefits simply for consummating a change in control of the Company.
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