Autodesk 2011 Annual Report Download - page 53

As defined in the Program effective during the 2011 fiscal year, a “Change in Control” occurs if the
Company is sold or merges with another corporation, if an individual acquires 50 percent or more of the total
voting power represented by voting securities, or if the composition of the Board of Directors changes
substantially.
For purposes of the tables set forth below in “Potential Payments Upon Termination or Change in Control,”
the amounts payable to each of our Named Executive Officers, other than to Mr. Bass who does not participate in
the Program and to Mr. Bado, are based upon the terms of the Program effective during the 2011 fiscal year. In
the event of the future termination of any executive officer who participates in the Program which results in
payment pursuant to the terms of the Program, any such payment would be made pursuant to the terms of the
Program effective as of February 1, 2011, as described below, and would result in greater benefits paid to such
executive officer than pursuant to the terms of the Program effective during the 2011 fiscal year.
Executive Change in Control Program (effective as of February 1, 2011)
Under the terms of the Program effective as of February 1, 2011, 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, the executive
officer will receive (among other benefits), following execution of a release and non-solicit agreement:
• An amount equal to one and one-half times the sum of the executive officer’s annual base
compensation and average annual bonus, payable in a lump sum;
• The acceleration of all of the executive officer’s outstanding incentive equity awards, including stock
options and restricted stock units; and
• Reimbursement of the total applicable premium cost for medical and dental coverage for the executive
officer and his or her eligible spouse and dependents until the earlier of 18 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 constitute parachute payments under Section 280G of 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.
As defined in the Program, a “Change in Control” occurs if any person acquires 50 percent or more of the
total voting power represented by voting securities, if the Company sells all or substantially all its assets, if the
Company mergers or consolidates with another corporation or if the composition of the Board of Directors
changes substantially.
Employment Agreement with Carl Bass
In December 2008, the Company entered into an amended and restated employment agreement with Carl
Bass that provides for, among other things, certain payments and benefits to be provided to Mr. Bass in the event
his employment is terminated without “cause” or he resigns for “good reason,” including in connection with a
“change of control” of the Company, as each such term is defined in Mr. Bass’s employment agreement.
In the event Mr. Bass’s employment is terminated by the Company without cause or if Mr. Bass resigns for
good reason, and such termination is not in connection with a change of control, Mr. Bass will receive
(i) payment of 200 percent of his then current base salary for 12 months, (ii) accelerated vesting for 12 months of
his then outstanding, unvested equity awards (other than awards that vest based on performance), (iii) a period of
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