Autodesk 2013 Annual Report Download - page 47

2013 Proxy Statement 39
Named Executive
Officer
Target Number of
Shares Subject to
PSU Award (#)
Number of Shares
Subject to RSU
Award (#)
Carl Bass 126,000 84,000
Mark J. Hawkins 19,000 19,000
Jan Becker 13,000 13,000
Steve M. Blum 12,500 12,500
Pascal W. Di Fronzo 13,000 13,000
Amar Hanspal 15,000 15,000
Robert Kross 15,000 15,000
The PSU awards are based on a new PSU plan that was
adopted following the stockholder engagement that
occurred after the 2012 Annual Meeting. The design of the
new PSU awards align with areas identified by
stockholders as being of most critical importance, namely
relative TSR, multi-year measurement, and comparison of
Autodesk performance to that of other companies.
The actual number of shares earned will vary based on the
following general terms and conditions of the PSU awards:
• The PSU awards provide for the grant of a maximum
number of shares that will be paid out in Common
Stock if applicable performance criteria have been
met. The performance criteria are based upon annual
revenue and non-GAAP operating margin goals
adopted by the Committee (the “Annual Financial
Results”), as well as TSR compared against the S&P
Computer Software Select Index (“Relative TSR”). In
each case, Annual Financial Results for the relevant
performance period could result in PSU attainment,
subject to the Relative TSR modifier, of 0%-150% of
target. Once that Annual Financial Results percentage
is established, it is multiplied by a percentage ranging
from 80%-120% depending on Autodesk's Relative
TSR performance for the period. Ultimately, PSUs
could be earned from 0%-180% of target.
• Each PSU covers a three year period:
Up to one third of the PSU may vest following
year one depending upon the achievement of
Annual Financial Results for year one as well as 1
year Relative TSR (covering year one).
Up to one third of the PSU may vest following
year two depending upon the achievement of
Annual Financial Results for year two as well as
2 year Relative TSR (covering years one and
two).
Up to one third of the PSU may vest following
year three depending upon the achievement of
Annual Financial Results for year three as well as
3 year Relative TSR (covering years one, two and
three).
Equity Incentive Deferral Plan
Prior to April 2013, Autodesk maintained the Autodesk,
Inc. Equity Incentive Deferral Plan (the “Deferral Plan”).
Under the Deferral Plan, executive officers were able to
elect to defer up to 50% of their awards earned under the
Fiscal 2013 EIP, and have any such deferred amounts
granted in the form of RSU awards (the “Base RSU
Award”). The Base RSU Award was fully vested as of the
date of grant and had a distribution date on or about the
third anniversary of the grant date. As an incentive for
participating in the Deferral Plan, for every three shares of
Common Stock subject to a Base RSU Award purchased by
a participating executive officer, Autodesk agreed to grant
a second RSU award covering one additional share of
Common Stock (the “Premium RSU Award”). The
Premium RSU Awards had vesting dates and distribution
dates on or about the third anniversary of the grant dates.
As a result of the changes to the design of the overall long-
term incentive compensation awards, including an
increased emphasis on RSU awards and PSU awards, in
September 2012 the Committee terminated the Deferral
Plan, effective April 2013. While awards granted prior to
that date will continue to be honored under the terms and
conditions described above, the executive officers no
longer have the ability to elect to defer their cash incentive
awards.
Executive Benefits
Welfare and Other Employee Benefits
Autodesk has established a tax-qualified Section 401(k)
retirement plan for all employees who satisfy certain
eligibility requirements, including requirements relating to
age and length of service. The plan is intended to qualify
under Section 401(a) of the Code so that contributions by
employees to the plan, and income earned on plan
contributions, generally are not taxable to employees until
withdrawn.
In addition, other benefits provided to the executive
officers are the same as those provided to all of Autodesk's
full-time employees. These benefits include medical,
dental, and vision benefits, health and dependent care
flexible spending accounts, short-term and long-term
disability insurance, accidental death and dismemberment
insurance, and basic life insurance coverage. Autodesk also
makes contributions to health savings plans on behalf of
any employee who is a participant in a plan with a high
deductible feature.
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