Autodesk 2010 Annual Report Download - page 60

reported as fiscal year 2009 non-equity incentive plan compensation in the Summary Compensation Table,
and $4,000, which is reported as fiscal year 2010 salary in the Summary Compensation Table. Contributions
in this column for Mr. Bhatt include $85,722, which is reported as fiscal year 2009 non-equity incentive
plan compensation in the Summary Compensation Table.
(b) None of the earnings or losses in this column are reflected in the Fiscal 2010 Summary Compensation Table
because they are not considered preferential or above market.
Change in Control Arrangements and Employment Agreements
In an effort to ensure the continued service of our key executive officers in the event of a change in control,
each of our current executive officers, among other employees, participate in an amended and restated Executive
Change in Control Program (the “Program”) that was approved by the Board of Directors in March 2006 and
amended in December 2008. In addition, Mr. Bass has a change in control provision in his employment
agreement, as noted below.
Executive Change in Control Program
Under the terms of the Executive Change in Control Program, if, within twelve months of a change in
control, an executive officer who participates in the Program is terminated without cause, or voluntarily
terminates their employment for good reason, as cause and good reason are defined in the Program, the executive
officer will receive, following execution of a release and one-year non competition agreement:
• An amount equal to the executive officer’s annual base compensation and average annual bonus,
payable over a 12 month period;
• The acceleration of the executive officer’s stock options that would have vested within the 12 months
following the date of the executive officer’s termination; and
• Continued coverage of medical and dental insurance for the executive and eligible spouse and
dependents until the earlier of 12 months from the date of termination or when the executive officer
becomes covered under another employer’s employee benefit plans.
If the executive officer is terminated for any other reason, they will receive severance or other benefits only
to the extent that they would be entitled to receive under our then-existing benefit plans and policies. If the
benefits provided under the Program constitute parachute payments under Section 280G of the Internal Revenue
Code and are subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, then such benefits
will be (1) delivered in full, or (2) delivered to such lesser extent that would result in no portion of the benefits
being subject to the excise tax, whichever amount results in the receipt of the greatest amount of benefits.
As defined in the Executive Change in Control Program, a “Change in Control” occurs if the Company is
sold or merges with another corporation, if an individual acquires 50 percent or more of the total voting power
represented by voting securities, or if the composition of the Board of Directors changes substantially.
Employment Agreement with Carl Bass
In December 2008, the Company entered into an amended and restated employment agreement with Carl
Bass that provides for, among other things, certain payments and benefits to be provided to Mr. Bass in the event
his employment is terminated without “cause” or he resigns for “good reason,” including in connection with a
“change of control” of the Company, as each such term is defined in Mr. Bass’s employment agreement.
In the event Mr. Bass’s employment is terminated by the Company without cause or if Mr. Bass resigns for
good reason, and such termination is not in connection with a change of control, Mr. Bass will receive
(i) payment of 200 percent of his then current base salary for 12 months, (ii) accelerated vesting for 12 months of
his then outstanding, unvested equity awards (other than awards that vest based on performance), (iii) a period of
not less than 6 months to exercise any vested stock options that were granted to Mr. Bass on or after the date he
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