Autodesk 2012 Annual Report Download - page 53

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The following table presents information regarding non-qualified deferred compensation activity for each
listed officer during the fiscal year ended January 31, 2012.
Executive
Contributions
in Last Fiscal
Year ($) (a)
Aggregate
Earnings/
(Losses) in Last
Fiscal Year ($) (b)
Aggregate
Balance at Last
Fiscal Year End ($)
Name
Carl Bass ....................................... $ — $ — $ —
Mark J. Hawkins ................................. — 820 38,028
Steven M. Blum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68,647 (2,456) 298,738
Pascal W. Di Fronzo .............................. — 2,660 110,656
Robert L. Kross ................................. — — —
(a) Contributions in this column for Mr. Blum include $68,647, which is reported as fiscal year 2011 salary 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 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
Under the terms of the Program, if, within twelve months of a change in control, an executive officer who
participates in the Program is terminated without cause, or voluntarily terminates his or her 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 RSUs; 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
changes substantially.
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