Autodesk 2011 Annual Report Download - page 38

Equity Grant Policies. Our Board of Directors has established the following policies to govern the granting
of equity awards:
Equity Grant Policies
Limitation on Number of Equity
Awards Granted
For fiscal 2011, the aggregate number of shares underlying equity
awards granted under our 2008 Employee Stock Plan was limited to no
more than 3.5% of our outstanding Common Stock as of the end of
fiscal 2010.
The 3.5% limitation calculation was based on total (“gross”) awards
and is not net of cancellations or forfeitures. In calculating whether the
3.5% limitation had been reached, no equity awards issued in
connection with a merger, acquisition, or similar business combination
or the appointment of new senior executive officers, such as a chief
executive officer, chief financial officer, or chief operating officer,
were included in the calculation for total shares granted. In addition,
each restricted stock unit granted is counted as two shares toward this
limitation.
For fiscal 2011, the aggregate number of equity grants represented
less than 3.5% of our common shares outstanding as of January 31,
2010.
Prohibition Against Stock Option
Repricing
Repricing of stock options is prohibited without stockholder approval.
This restriction exists in all of our equity plans, including our 2008
Employee Stock Plan, as amended and restated, and 2010 Outside
Directors’ Stock Plan. A similar policy was in place for our prior
employee stock plan.
Nonstatutory Stock and Incentive
Stock Options
In general when issuing options, we issue only nonstatutory stock
options to employees and executive officers, with the exception of
grants to those executive officers subject to the stock ownership
guidelines described below.
We have limited our use of incentive stock options (ISOs) because of
the heavier financial burden they place on the Company. However,
because ISOs provide special tax advantages to the recipient if the
stock is held for a certain period of time following exercise, we
provide ISOs to certain executive officers to facilitate their meeting
our stock ownership guidelines discussed below. ISOs are granted to
these few individuals only to the extent allowable by applicable
Internal Revenue Code limits. Any excess options are nonstatutory
stock options.
Stock Option Grant Exercise Price For fiscal 2011, the exercise price for stock option grants equaled the
fair market value of the Company’s Common Stock on the date of
grant. This is defined as the closing price quoted on the NASDAQ
Global Select Market on the grant date.
Stock Grant Vesting and Expiration All stock options granted in fiscal 2011 vest according to the nature of
the grant and the level of the recipient. All stock options granted to
executive officers in fiscal 2011, expire seven years from the date of
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