Autodesk 2010 Annual Report Download - page 76

(m) “Operating Cash Flow” means the Company’s or a business unit’s sum of Net Income plus
depreciation and amortization less capital expenditures plus changes in working capital comprised of accounts
receivable, inventories, other current assets, trade accounts payable, accrued expenses, product warranty, advance
payments from customers and long-term accrued expenses, determined in accordance with generally acceptable
accounting principles.
(n) “Operating Margins” means the ratio of Operating Income to Annual Revenue.
(o) “Operating Income” means the Company’s or a business unit’s income from operations determined
in accordance with generally accepted accounting principles.
(p) “Participant” means an eligible executive or key employee of the Company selected by the
Committee, in its sole discretion, to participate in the Plan for a Performance Period.
(q) “Payout Determination Date” means the date upon which the Committee determines the amounts
payable pursuant to the Target Award and Payout Formula with respect to any previously completed
Performance Period, in accordance with Section 8(a).
(r) “Payout Formula” means, as to any Performance Period, the formula or payout matrix established
by the Committee pursuant to Section 7 in order to determine the Awards (if any) to be paid to Participants,
which is generally expressed as a percentage (which may be more than 100%) of the Target Award. The formula
or matrix may differ from Participant to Participant.
(s) “Performance-Based Compensation” means compensation that is intended to qualify as
“performance-based compensation” within the meaning of Section 162(m).
(t) “Performance Goals” means the goal(s) (or combined goal(s)) determined by the Committee (in its
discretion) to be applicable to a Participant with respect to an Award. As determined by the Committee, the
Performance Goals applicable to an Award may provide for a targeted level or levels of achievement using one
or more of the following measures: (a) Annual Revenue, (b) Cash Position, (c) Earnings Per Share, (d) Net
Income, (e) Operating Cash Flow, (f) Operating Margins, (g) Operating Income, (h) Return on Assets, (i) Return
on Equity, (j) Return on Sales and (k) Total Stockholder Return, or such similar objectively determinable
financial or other measures as may be adopted by the Committee. The Performance Goals may be based on
absolute target numbers or growth in one or more such categories compared to a prior period. The measures
which constitute the Performance Goals may, at the discretion of the Committee, be based on Pro Forma numbers
and may, as the Committee specifies, either include or exclude the effect of payment of the bonuses under this
Plan and any other bonus plans of the Company. The Performance Goals may differ from Participant to
Participant and from Award to Award. In establishing a Performance Goal on the Target Determination Date, the
Committee may provide that the attainment of the Performance Goal shall be measured by appropriately
adjusting the evaluation of Performance Goal performance to exclude (i) any extraordinary non-recurring items
as described in Accounting Principles Board Opinion No. 30 and/or in management’s discussion and analysis of
financial conditions and results of operations appearing in the Company’s annual report to stockholders for the
applicable year, or (ii) the effect of any changes in accounting principles affecting the Company’s or a business
unit’s reported results.
(u) “Performance Period” means any Fiscal Year or such other period as determined by the Committee
in its sole discretion.
(v) “Plan” means this Autodesk, Inc. Executive Incentive Plan.
(w) “Plan Year” means the Company’s fiscal year.
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