Autodesk 2011 Annual Report Download - page 52

The following table presents information regarding non-qualified deferred compensation activity for each
listed officer during the fiscal year ended January 31, 2011.
Name
Executive
Contributions
in Last Fiscal
Year ($) (a)
Aggregate
Earnings/
(Losses) in Last
Fiscal Year ($) (b)
Aggregate
Balance at Last
Fiscal Year End ($)
Carl Bass .......................................... $ — $ — $ —
Mark J. Hawkins .................................... — 4,799 37,208
George M. Bado .................................... 67,837 176,953 904,527
Jay Bhatt .......................................... 147,825 261,383 750,667
Pascal W. Di Fronzo ................................. — 20,459 107,996
(a) Contributions in this column for Mr. Bado include $43,200, which is reported as fiscal year 2010 non-equity
incentive plan compensation in the Summary Compensation Table, and $24,638, which is reported as fiscal
year 2010 salary in the Summary Compensation Table. Contributions in this column for Mr. Bhatt include
$147,825 which is reported as fiscal year 2010 non-equity incentive plan compensation in the Summary
Compensation Table.
(b) None of the earnings or losses in this column are reflected in the Summary Compensation Table because
they are not considered preferential or above market.
Change in Control Arrangements and Employment Agreements
In an effort to ensure the continued service of our key executive officers in the event of a change in control,
each of our current executive officers, among other employees, participate in an amended and restated Executive
Change in Control Program (the “Program”) that was approved by the Board of Directors in March 2006 and
amended most recently in December 2010, effective as of February 1, 2011. Mr. Bass does not participate in the
Program and has a change in control provision in his employment agreement, as noted below.
Executive Change in Control Program (effective during the fiscal year ended January 31, 2011)
Under the terms of the Executive Change in Control Program effective during the 2011 fiscal year, if, within
twelve months of a change in control, an executive officer who participates in the Program is terminated without
cause, or voluntarily terminates their employment for good reason, as cause and good reason are defined in the
Program effective during the 2011 fiscal year, the executive officer will receive, following execution of a release
and one-year non competition agreement:
• An amount equal to the executive officer’s annual base compensation and average annual bonus,
payable over a 12 month period;
• The acceleration of the executive officer’s stock options that would have vested within the 12 months
following the date of the executive officer’s termination; and
• Continued coverage of medical and dental insurance for the executive and eligible spouse and
dependents until the earlier of 12 months from the date of termination or when the executive officer
becomes covered under another employer’s employee benefit plans.
If the executive officer is terminated for any other reason, they will receive severance or other benefits only
to the extent that they would be entitled to receive under our then-existing benefit plans and policies. If the
benefits provided under the Program effective during the 2011 fiscal year constitute parachute payments under
Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and are subject to the excise tax
imposed by Section 4999 of the Code, then such benefits will be (1) delivered in full, or (2) delivered to such
lesser extent that would result in no portion of the benefits being subject to the excise tax, whichever amount
results in the receipt of the greatest amount of benefits by the executive officer.
46