Autodesk 2012 Annual Report Download - page 133

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available only to non-employee directors. Additionally, there are eight expired or terminated plans with options outstanding.
The exercise price of all stock options granted under these plans was equal to the fair market value of the stock on the grant
date.
The 2012 Employee Plan was approved by Autodesk's stockholders and became effective on January 6, 2012. The 2012
Employee Plan replaced the 2008 Employee Stock Plan, as amended ("2008 Plan") and no further equity awards may be
granted under the 2008 Plan. The 2012 Employee Plan reserves up to 21.2 million shares which includes 15.2 million shares
reserved upon the effectiveness of the 2012 Employee Plan as well as up to 6.0 million shares forfeited under certain prior
employee stock plans during the life of the 2012 Employee Plan. The 2012 Employee Plan permits the grant of stock options,
restricted stock units and restricted stock awards. Each restricted stock unit or restricted stock award granted will be counted
against the shares authorized for issuance under the 2012 Employee Plan as 1.79 shares. If a granted option, restricted stock
unit or restricted stock award expires or becomes unexercisable for any reason, the unpurchased or forfeited shares that were
granted may be returned to the 2012 Employee Plan and may become available for future grant under the 2012 Employee Plan.
As of January 31, 2012, no options or restricted stock have been granted under the 2012 Employee Plan. Options and restricted
stock that were granted under the 2008 Stock Plan vest over periods ranging from immediately upon grant to over a four year
period and options expire within four to ten years from the date of grant. The 2012 Employee Plan will expire on June 30,
2022. At January 31, 2012, 15.4 million shares were available for future issuance under the 2012 Employee Plan.
The 2012 Director's Plan was approved by Autodesk's stockholders and became effective on January 6, 2012. The 2012
Directors' Plan replaced the 2010 Outside Directors' Plan, as amended ("2010 Plan"). The 2012 Directors' Plan permits the
grant of stock options, restricted stock units and restricted stock awards to non-employee members of Autodesk’s Board of
Directors. Each restricted stock unit or restricted stock award granted will be counted against the shares authorized for issuance
under the 2012 Directors' Plan as 2.11 shares. As of January 31, 2012, no options or restricted stock have been granted under
the 2012 Directors' Plan. Options and restricted stock that were granted under the 2010 Outside Directors' Plan vest over
periods ranging from one year to over a four year period and options expire within seven years from the date of grant. The 2012
Directors' Plan reserved 2.6 million shares of Autodesk common stock. The 2012 Employee Plan will expire on June 30, 2022.
At January 31, 2012, 2.6 million shares were available for future issuance under the 2012 Director's Plan.
The following sections summarize activity under Autodesk’s stock plans.
Stock Options:
A summary of stock option activity for the fiscal year ended January 31, 2012 is as follows:
Options outstanding at January 31, 2011
Granted
Exercised
Canceled
Options outstanding at January 31, 2012
Options exercisable at January 31, 2012
Options vested and exercisable as of January 31, 2012 and expected to vest thereafter (1)
Options available for grant at January 31, 2012
Number of
Shares
(in millions)
30.4
5.4
(5.3)
(2.1)
28.4
16.7
27.7
18.0
Weighted
average
exercise price
per share
$ 28.93
40.71
24.85
36.29
$ 31.39
$ 30.98
$ 31.25
——————
(1) Options expected to vest reflect an estimated forfeiture rate. The weighted average remaining contractual life for these options is 3.9 years
and the aggregate intrinsic value is $199.3 million.
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2012 Annual Report