Autodesk 2013 Annual Report Download - page 48

2013 Proxy Statement 40
Perquisites and Other Personal Benefits
Autodesk does not, as a general practice, provide material
benefits or special considerations to the executive officers
that it does not provide to other employees. From time to
time, when deemed appropriate by the Committee,
Autodesk provides certain executive officers perquisites
and other personal benefits that are either competitively
prudent or in Autodesk's best interest. In fiscal 2013, Mr.
Hawkins, Executive Vice President and Chief Financial
Officer, received certain living expenses due to the distance
between his home and Autodesk's headquarters. Please see
“Executive Compensation-Summary Compensation Table
and Narrative Disclosure,” on page 43 for the aggregate
amount of such perquisites. In addition, certain other non-
material perquisites were provided to certain Named
Executive Officers, as noted in the “Executive
Compensation-Summary Compensation Table and
Narrative Disclosure,” on page 43.
Employment Agreements and Post-Employment
Compensation
Employment Agreement with the CEO
Autodesk entered into an amended and restated
employment agreement with Carl Bass, President and
Chief Executive Officer on March 8, 2012. Throughout
fiscal 2013, this agreement provided general protection for
Mr. Bass in the event of termination without cause or
resignation for good reason (including change of control).
Mr. Bass's employment agreement was a valuable tool to
retain his services during fiscal 2013. The protections
afforded to him in the event of a change of control provide
Autodesk with an increased level of confidence that he will
remain with Autodesk up to and for some period of time
after a change of control. This in turn provides continuity
in the event of a change in control, which may ultimately
enhance stockholder value, and discourages benefits
simply for consummating a change in control. This
employment agreement was further amended and restated
on March 21, 2013. Details of the agreements for Mr. Bass
can be found beginning on page 50.
Change in Control Program
To ensure the continued service of key executive officers in
the event of a potential change in control of Autodesk, the
Board has adopted the Autodesk, Inc. Executive Change in
Control Program. Each of the Named Executive Officers,
other than the CEO, among other employees, is a
participant in the Executive Change in Control Program.
The payments and benefits available under the Executive
Change in Control program are designed to encourage the
Named Executive Officers' continued services in the event
of a potential change in control of Autodesk and to allow
for a smooth leadership transition upon a change in control
transaction. Further, these arrangements are intended to
provide incentives to the Named Executive Officers to
execute the wishes of the Board, even in the event that the
Board takes an action that may result in the elimination of
a Named Executive Officer's position.
The Executive Change in Control Program serves as a
valuable tool to retain the services of executive officers in
the event of a potential transaction and provides an
increased level of confidence that the executive officers
will remain with Autodesk for some period of time after a
change in control. This provides continuity in the event of
a change in control transaction, which may ultimately
enhance stockholder value, and discourages payments and
benefits simply for consummating a change in control
transaction. Payment and benefits under the Executive
Change in Control Program are provided only in the event
of a qualifying termination of employment following a
change in control (“double trigger.”) Autodesk does not
offer tax reimbursement or “gross-up” payments under the
Executive Change in Control Program.
The material terms and conditions of the Executive Change
in Control Program, as well as an estimate of the potential
payments and benefits payable in the event of a
termination of employment in connection with a change in
control of Autodesk, are set forth in “Change in Control
Arrangements and Employment Agreements” below.
Other Compensation Policies
Mandatory Stock Ownership Guidelines
The Board believes that stock ownership by the executive
officers is important to tie the risks and rewards inherent in
stock ownership to the executive officers. Consequently,
in fiscal 2013 the Board adopted mandatory guidelines for
stock ownership by executive officers, replacing the
previous voluntary ownership guidelines. During fiscal
2013, these mandatory ownership guidelines required all
executive officers to hold a fixed number of shares of
Autodesk's Common Stock at the appropriate executive
officer level. This is intended to create clear guidelines
that tie a portion of the executive officer's net worth to the
performance of Autodesk's stock price. The current stock
ownership guidelines are as follows:
CEO Executive Vice President Senior Vice President
Minimum number
of shares to be
owned 100,000 30,000 15,000
Executive officers have four years from the later of either
(i) December 2013 or (ii) their promotion to a new, higher-
level position to satisfy the required level of stock
ownership. An executive officer can satisfy his or her
required ownership level through exercising vested options