Autodesk 2011 Annual Report Download - page 54

not less than 6 months to exercise any vested stock options that were granted to Mr. Bass on or after the date he
entered into his amended and restated employment agreement, and (iv) reimbursement for premiums paid for
continued health benefits for Mr. Bass and his eligible dependents until the earlier of 12 months following
termination or the date Mr. Bass becomes covered under similar health plans. In addition, Mr. Bass is subject to
non-solicitation and non-competition covenants for 12 months following a termination that gives rise to the
severance benefits discussed above.
If, in connection with a change of control, Mr. Bass’s employment is terminated by the Company without
cause or if Mr. Bass resigns for good reason, Mr. Bass will receive (i) a lump sum payment in an amount equal to
200 percent of his then current annual base salary, (ii) accelerated vesting for 24 months of his then outstanding,
unvested equity awards (other than awards that vest based on performance), (iii) a period of not less than 6
months to exercise any vested stock options that were granted to Mr. Bass on or after the date of his amended and
restated employment agreement, and (iv) reimbursement for premiums paid for continued health benefits for
Mr. Bass and his eligible dependents until the earlier of 12 months following termination or the date Mr. Bass
becomes covered under similar health plans.
Separation Agreement with Ken Bado
In January 2011, the Company entered into a separation agreement with Ken Bado (the “Separation
Agreement”). Pursuant to the terms and conditions of the 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 will continue as an employee providing transitional services through March 28, 2011. Mr. Bado will
receive (a) a lump-sum severance payment of $55,385, equal to six weeks of Mr. Bado’s base salary effective as
of January 31, 2011, 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 base
salary as of January 31, 2011 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.
Potential Payments Upon Termination or Change in Control
The tables below list the estimated amount of compensation payable to each of the Named Executive
Officers in the event of voluntary termination, involuntary not-for-cause termination, for cause termination,
termination following a change in control and termination in the event of disability or death of the executive. The
amounts shown for all Named Executive Officers other than Mr. Bado assume that such termination was
effective as of January 31, 2011, and include amounts earned through such time for all components of
compensation, benefits and perquisites payable under the Executive Change in Control Program effective during
the 2011 fiscal year. Amounts for Mr. Bass also include certain items specified in his employment agreement,
discussed above. Amounts for Mr. Bado reflect his resignation as Executive Vice President, Sales and Services as
of January 31, 2011, and include amounts earned through such time for all components of compensation, benefits
and perquisites payable under the Executive Change in Control Program effective during the 2011 fiscal year.
Estimated amounts for share-based compensation are based on the closing price of our common stock on the
NASDAQ Global Select Market on Monday, January 31, 2011, which was $40.68 per share. The actual amounts
for all Named Executive Officers other than Mr. Bado to be paid out can only be determined at the time of such
executive’s separation from the Company.
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