Autodesk 2013 Annual Report Download - page 146

During the fiscal year ended January 31, 2013, Autodesk granted approximately 3.4 million restricted stock units. The
restricted stock units vest over periods ranging from immediately upon grant to a pre-determined date that is typically within
three years from the date of grant. Restricted stock units are not considered outstanding stock at the time of grant, as the holders
of these units are not entitled to any of the rights of a stockholder, including voting rights. The fair value of the restricted stock
units is expensed ratably over the vesting period. Autodesk recorded stock-based compensation expense related to restricted
stock units of $70.5 million, $29.1 million and $8.9 million during fiscal years ended January 31, 2013, 2012 and 2011,
respectively. Included in the $70.5 million, Autodesk incurred $16.6 million relating to the acceleration of vesting of equity
awards held in Socialcam for Socialcam employees immediately prior to the acquisition. As of January 31, 2013, total
compensation cost not yet recognized of $93.0 million related to non-vested awards, is expected to be recognized over a
weighted average period of 1.8 years. At January 31, 2013, the number of units granted but unreleased was 4.5 million.
During the fiscal year ended January 31, 2013, Autodesk granted 0.5 million performance restricted stock units. The
majority of the performance restricted stock units that were granted had performance criteria based solely upon the attainment
of predetermined goals relative to company revenue growth and non-GAAP operating margin performance for fiscal 2013 as
calculated under a pre-established performance matrix. If the performance criteria is achieved, the performance restricted stock
units would vest ratably on an annual cliff basis from March 2013 through March 2015. In addition, during fiscal 2013,
Autodesk granted an additional performance-based restricted stock unit award to our CEO, the value of which would be
realized only if he satisfies certain specified strategic corporate, and talent management performance objectives as established
by the Compensation Committee of Autodesk's Board of Directors.
Performance stock units are not considered outstanding stock at the time of grant, as the holders of these units are not
entitled to any of the rights of a stockholder, including voting rights. The fair value of the performance restricted stock units is
expensed using the accelerated attribution method over the vesting period. Autodesk recorded stock-based compensation
expense related to performance restricted stock units of $8.1 million during fiscal year ended January 31, 2013. Autodesk
recorded no stock-based compensation related to performance restricted stock units during the fiscal years ended January 31,
2012 and 2011. As of January 31, 2013, total compensation cost not yet recognized of $5.8 million related to non-vested
performance restricted stock units, is expected to be recognized over a weighted average period of 1.1 years. At January 31,
2013, the number of performance restricted stock units granted but unreleased was 0.5 million.
1998 Employee Qualified Stock Purchase Plan (“ESP Plan”)
Under Autodesk’s ESP Plan, which was approved by stockholders in 1998, eligible employees may purchase shares of
Autodesk’s common stock at their discretion using up to 15% of their eligible compensation subject to certain limitations, at
not less than 85% of fair market value as defined in the ESP Plan. At January 31, 2013, a total of 36.2 million shares were
available for future issuance. This amount automatically increases on the first trading day of each fiscal year by an amount
equal to the lesser of 10.0 million shares or 2% of the total of (1) outstanding shares plus (2) any shares repurchased by
Autodesk during the prior fiscal year. Under the ESP Plan, the Company issues shares on the first trading day following
March 31 and September 30 of each fiscal year. The ESP Plan expires during fiscal 2018.
Autodesk issued 2.9 million shares under the ESP Plan at an average price of $21.79 per share in fiscal 2013, 2.8 million
shares at an average price of $18.26 per share in fiscal 2012, and 3.2 million shares at an average price of $14.77 per share in
fiscal 2011. The weighted average grant date fair value of awards granted under the ESP Plan during fiscal 2013, 2012 and
2011, calculated as of the award grant date using the BSM option-pricing model, was $12.21, $9.95 and $10.11 per share,
respectively. Autodesk recorded $34.0 million, $23.8 million and $18.2 million of compensation expense associated with the
ESP Plan in fiscal 2013, 2012 and 2011, respectively.
74