Autodesk 2011 Annual Report Download - page 58

these options. For Mr. Bass, in accordance with his employment agreement, the amount shown in the
Involuntary Not for Cause or Voluntary for Good Reason (Except Change in Control) Termination column
reflects the value realized upon immediate vesting of his stock awards normally vesting in the twelve
months following his separation, and the amounts in the Involuntary Not for Cause or Voluntary for Good
Reason (Change in Control) Termination column reflects the value realized upon immediate vesting of his
stock awards normally vesting in the twenty-four months following his separation.
(4) Health Insurance: For Mr. Bass, in accordance with his employment agreement, these amounts represent the
cost of continuing coverage for Mr. Bass and his dependents for twelve months. For Mr. Hawkins,
Mr. Bhatt and Mr. Di Fronzo, these amounts represent the cost of continuing coverage for medical and
dental benefits for each executive and their dependents for twelve months in accordance with the Executive
Change in Control Program effective during the 2011 fiscal year.
(5) Disability Income: Reflects the estimated present value of all future payments to each executive under their
elected disability program, which represent 100 percent of base salary for the first 90 days, and then 66- 2/3
percent of salary thereafter, with a maximum of $20,000 per month, until the age of 65. These payments
would be made by the insurance provider, not by Autodesk.
(6) Accidental Death or Dismemberment: Reflects the lump-sum amount payable to each executive or his or her
beneficiaries by Autodesk’s insurance provider in the event of each executive’s accidental death. There is
also a prorated lump sum payment for dismemberment. The amount shown as payable upon dismemberment
is based upon the payout for the most severe dismemberment under the plan.
(7) Life Insurance: Reflects the lump-sum amount payable to beneficiaries by Autodesk’s insurance provider in
the event of each executive’s death.
(8) Accrued Vacation Pay: As of January 31, 2011, all U.S. executives, excluding Mr. Bass, no longer accrue
vacation. Therefore, Mr. Hawkins, Mr. Bhatt and Mr. Di Fronzo had no accrued vacation at January 31,
2011. The balance for Mr. Bass reflects the lump-sum amount payable for accrued but unused vacation time.
(9) For Mr. Bado, the amounts shown are the amounts he actually received following his resignation on
January 31, 2011.
(10) Sales Commissions and Bonus: Reflects amounts earned in the fourth quarter of fiscal 2011 by Mr. Bado,
which were paid in the first quarter of fiscal 2012.
Compensation of Directors
During fiscal 2011, our non-employee directors were eligible to receive the annual compensation set forth
below:
Member of the Board of Directors ............................................ $75,000
Non-executive Chairman of the Company ...................................... anadditional $65,000
Chair of the Audit Committee ............................................... anadditional $25,000
Chair of the Compensation and Human Resources Committee ...................... anadditional $20,000
Chair of the Corporate Governance and Nominating Committee .................... anadditional $10,000
The annual compensation cycle for non-employee directors begins on the date of the annual stockholders’
meeting and ends on the date of the next annual stockholders meeting (“Directors’ Compensation Cycle”).
Director compensation in the tables below represents the portion of annual compensation with respect to service
during Autodesk’s fiscal year 2011. No later than December 31 of the year prior to a director’s re-election to the
Board of Directors, each director may elect to receive up to 50 percent of their annual fee in cash, with the
balance paid in the form of restricted stock issued at a rate of $1.20 worth of stock for each $1.00 of cash
compensation foregone. The restricted stock is issued at the beginning of the Directors’ Compensation Cycle on
the date of the annual meeting of stockholders and vests on the date of the annual meeting of stockholders in the
following year, provided that the recipient is a director on such date. For the period from June 11, 2009 through
June 10, 2010, all of our non-employee directors, except Ms. McDowell, Ms. Nelson and Mr. West, elected to
convert 100 percent of the cash portion of their annual fees to restricted stock; Ms. McDowell, Ms. Nelson and
Mr. West elected to receive 50 percent of their annual fees in cash. For the period from June 11, 2010 through
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