Autodesk 2010 Annual Report Download - page 61

entered into his amended and restated employment agreement, and (iv) reimbursement for premiums paid for
continued health benefits for Mr. Bass and his eligible dependents until the earlier of 12 months following
termination or the date Mr. Bass becomes covered under similar health plans. In addition, Mr. Bass is subject to
non-solicitation and non-competition covenants for 12 months following a termination that gives rise to the
severance benefits discussed above.
If, in connection with a change of control, Mr. Bass’s employment is terminated by the Company without
cause or if Mr. Bass resigns for good reason, Mr. Bass will receive (i) a lump sum payment in an amount equal to
200 percent of his then current annual base salary, (ii) accelerated vesting for 24 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 of his amended and
restated employment agreement, and (iv) reimbursement for premiums paid for continued health benefits for
Mr. Bass and his eligible dependents until the earlier of 12 months following termination or the date Mr. Bass
becomes covered under similar health plans.
Potential Payments Upon Termination or Change in Control
The tables below list the estimated amount of compensation payable to each of the Named Executive
Officers in the event of voluntary termination, involuntary not-for-cause termination, for cause termination,
termination following a change in control and termination in the event of disability or death of the executive. The
amounts shown assume that such termination was effective as of January 31, 2010, and include amounts earned
through such time for all components of compensation, benefits and perquisites payable under the Executive
Change in Control Program. Amounts for Mr. Bass also include certain items specified in his employment
agreement, discussed above. Estimated amounts for share-based compensation are based on the closing price of
our common stock on the NASDAQ Global Select Market on Friday, January 29, 2010, which was $23.79 per
share. The actual amounts to be paid out can only be determined at the time of such executive’s separation from
the Company.
Carl Bass:
Executive Benefits
and Payments
Voluntary
Termination
on
1/31/2010 ($)
Involuntary
Not For Cause
or Voluntary
for Good
Reason (Except
Change in
Control)
Termination
on
1/31/2010 ($)
For Cause
Termination
on
1/31/2010 ($)
Involuntary
Not for Cause
or Voluntary
For Good
Reason
(Change in
Control)
Termination
on
1/31/2010 ($)
Disability
on
1/31/2010 ($)
Death
on
1/31/2010 ($)
Compensation:
Base Salary(1) .............. $ — $1,800,000 $ — $1,800,000 $ — $ —
Executive Incentive Plan(2) .... 810,000 810,000 810,000 810,000 810,000 810,000
Stock Awards(3) ............. — 952,875 — 3,380,730 — —
Benefits and perquisites:
Health Insurance(4) .......... — 18,247 — 18,247 — —
Disability Income(5) .......... — — — — 2,306,306 —
Life Insurance(7) ............ — — — — — 1,800,000
Accrued Vacation Pay(8) ...... 55,385 55,385 55,385 55,385 55,385 55,385
Total Executive Benefits and
Payments Upon Separation ..... $865,385 $3,636,507 $865,385 $6,064,362 $3,171,691 $2,665,385
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