Autodesk 2011 Annual Report Download - page 43

Post-Employment Obligations
Obligation Summary Description
Employment Agreement with
Mr. Bass
The Company has entered into an employment agreement with Carl Bass, our
Chief Executive Officer and President. Throughout fiscal 2011, this agreement
provided general protection for Mr. Bass in the event of termination without cause
or resignation for good reason (including change of control). We believe that
Mr. Bass’s employment agreement provided a valuable tool to retain his services
during fiscal 2011. We believe that the protections afforded to him in the event of
a change of control provide us with an increased level of confidence that he will
remain with the Company up to and for some period of time after a change of
control. This in turn provides continuity in the event of a change in control, which
we believe may ultimately enhance stockholder value, and discourages benefits
simply for consummating a change in control in the Company. Details of the
agreements for Mr. Bass can be found beginning on page 39.
Change in Control Program In March 2006, the Board of Directors approved an amended Executive Change
in Control Program, in an effort to ensure the continued service of our key
executive officers in the event of a future change of control of the Company. In
December 2008, the Board of Directors approved an amended and restated
Executive Change in Control Program which updated the Executive Change in
Control Program approved in March 2006 to conform to certain new tax
provisions. Further amendments were made in December 2010. Each Named
Executive Officer, among other employees, participates in the Executive
Change in Control Program.
We believe that the Executive Change in Control Program provides us with a
valuable tool to retain the services of our executive officers and provides us with
an increased level of confidence that our executive officers will remain with the
Company for some period of time after a change in control. This in turn
provides continuity in the event of a change in control, which we believe may
ultimately enhance stockholder value, and discourages benefits simply for
consummating a change in control of the Company. We do not provide any
gross-up payments in our Executive Change in Control Program.
Separation Agreement with
Ken Bado
Pursuant to the terms and conditions of a Separation Agreement, effective as of
January 31, 2011, Mr. Bado’s service as the Executive Vice President, Sales and
Services of the Company terminated. Mr. Bado continued as an employee
providing transitional services through March 28, 2011. Mr. Bado received (a) a
lump-sum severance payment of $55,385, equal to six weeks of Mr. Bado’s current
base salary, in connection with Mr. Bado’s release of claims against the Company;
(b) continued salary, vesting and employee health care benefits through March 28,
2011, in connection with Mr. Bado’s transitional services to the Company; and (c)
a special payment of $362,692, equal to twenty-three weeks of Mr. Bado’s current
base salary plus target variables, payable in two equal payments of $181,346 on
each of September 1, 2011 and January 31, 2012, in connection with continued
compliance with the terms of the Separation Agreement, including certain non-
competition and non-solicitation obligations undertaken by Mr. Bado.
Please see “Executive Compensation—Change in Control Arrangements and
Employment Agreements,” below for more information regarding the
Employment Agreement with Mr. Bass, the Executive Change in Control
Program, the Separation Agreement with Ken Bado, and potential payments in
connection with terminations occurring after a change in control.
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