Autodesk 2013 Annual Report Download - page 50

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2013 Proxy Statement 42
arrangements. To assist employees with avoiding
additional taxes under Section 409A, Autodesk has
structured equity awards in a manner intended to comply
with the applicable Section 409A conditions.
Taxation of “Golden Parachute” Payments
Sections 280G and 4999 of the Code provide that
executive officers and directors who hold significant equity
interests and certain other service providers may be subject
to an excise tax if they receive payments or benefits in
connection with a change in control that exceeds certain
prescribed limits. In addition, the relevant company, or a
successor may forfeit a deduction on the amounts subject
to this additional tax. Autodesk did not provide any
executive officer with a “gross-up” or other reimbursement
payment for any tax liability that he or she might owe as a
result of the application of Sections 280G or 4999 during
fiscal 2013, and has not agreed and is not otherwise
obligated to provide any Named Executive Officer with
such a “gross-up” or other reimbursement or to otherwise
address the application of Sections 280G or 4999 in
connection with payments or benefits arising from a
change in control.
Accounting for Stock-Based Compensation
Autodesk follows ASC Topic 718 for stock-based
compensation awards. ASC Topic 718 requires Autodesk
to measure the compensation expense for all share-based
payment awards made to employees, including executive
officers, and members of the Board, including options to
purchase shares of Common Stock, based on the grant date
“fair value” of these awards. Fair value is calculated for
accounting purposes and reported in the compensation
tables below, even though the executive officers and
directors may never realize any value from their awards.
ASC Topic 718 also requires Autodesk to recognize the
compensation cost of these share-based payment awards in
the income statements over the period that an employee or
director is required to render service in exchange for the
stock option or other award.
Report of the Compensation Committee
The Compensation and Human Resources Committee of the Board of Directors, which is comprised solely of independent
members of the Board of Directors, assists the Board in fulfilling its responsibilities regarding compensation matters and,
pursuant to its Charter, is responsible for determining the compensation of Autodesk's executive officers. The Compensation
and Human Resources Committee has reviewed and discussed the Compensation Discussion and Analysis included in this
Proxy Statement as required by Item 402(b) of Regulation S-K with Autodesk's management team. Based on this review and
discussion, the Compensation and Human Resources Committee has recommended to the Board of Directors that the
Compensation Discussion and Analysis be included in this Proxy Statement.
COMPENSATION AND HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS
Steven M. West, Chairman
Mary T. McDowell
Stacy J. Smith