Autodesk 2011 Annual Report Download - page 39

grant. Grants made under the amended 2008 employee stock plan have
10 year terms.
•Executive Officer and all other vice president stock option grants
(new hire, promotion and performance grants) have four-year
vesting, with one-fourth of the total grant vesting on each grant
anniversary date for four years.
•Other non-vice president stock option grants have three-year
vesting, with one-third of the total grant vesting on each grant
anniversary date for three years.
•Standard new hire stock option grants (50 to 100 shares,
depending on country) vest in full on the one-year anniversary of
the grant date.
Typically, other than “base RSUs” acquired in exchange for cash
otherwise payable under our short-term cash incentive plan, restricted
stock units granted to our executive officers vest in full on or about the
third anniversary of the grant date.
Stock Ownership Guidelines for
Executive Officers and Prohibition
on Hedging
The Board of Directors believes that stock ownership by executive
officers is important to tie the risks and rewards inherent in stock
ownership of the Company to our executive officers. Consequently, the
Board of Directors has adopted voluntary guidelines for executive officer
stock ownership. These voluntary ownership guidelines provide that
executive officers are encouraged to hold a fixed number of shares for
each level of executive officer rather than a multiple of salary. This
requirement is intended to create clear guidelines that tie a portion of our
executive’s net worth to the performance of our stock price.
The current stock ownership guidelines are as follows:
Position Ownership Guidelines
Chief Executive Officer ....................... 100,000 shares
Executive Vice President ...................... 30,000 shares
Senior Vice President ........................ 15,000 shares
These voluntary stock ownership guidelines are applicable only to those
executive officers who are also subject to Section 16 of the Exchange
Act. Our executive officers have four years from either December 2008
or the promotion to a new, higher-level position, whichever is later, to
achieve the recommended levels of stock ownership to comply with
these voluntary stock ownership guidelines. The executive can achieve
the recommended levels through exercising vested stock options or by
purchasing stock either in the open market or through the Employee
Stock Purchase Plan. For purposes of achieving the voluntary stock
ownership guidelines, both vested and unvested restricted stock and
restricted stock units are counted towards the voluntary guidelines.
As of the end of our fiscal 2011, all Named Executive Officers met the
voluntary stock ownership guidelines outlined above.
Under the Company’s insider trading policy, all members of the Board
of Directors and executive officers are prohibited from trading put and
call options relating to the Company’s stock, or in making “short sales”
of the Company’s stock.
33