Autodesk 2013 Annual Report Download - page 54

2013 Proxy Statement 46
The following table presents information concerning grants of plan-based awards to each of the Named Executive Officers
during fiscal 2013:
Estimated Future Payouts Under Non-Equity
Incentive Plan Awards (a) Estimated Future Payouts Under Equity Incentive Plan Awards (b)
All Other
Stock
Awards:
Number of
Shares of
Stock (#)(c)
Grant Date
Fair Value
of Stock
Awards and
Option
Awards ($)
(d)Name Grant Date Threshold ($) Target ($) Maximum ($) Threshold ($) Target ($) Maximum ($)
Carl Bass 3/8/2012 — — — — — — 82,500 3,012,900
3/8/2012 — — — — 82,500 123,750 — 3,012,900
12/5/2012 (e) — — — — 37,000 37,000 — 1,243,200
— 1,237,500 2,351,250 — — — — —
Mark J. 3/8/2012 — — — — — — 16,250 593,450
Hawkins 3/8/2012 — — — — 16,250 24,375 — 593,450
— 427,500 812,250 — — — — —
Jan Becker 3/8/2012 — — — — — — 12,500 456,500
3/8/2012 — — — — 12,500 18,750 — 456,500
— 296,250 562,875 — — — — —
Steve M. 3/8/2012 — — — — — — 16,250 593,450
Blum 3/8/2012 — — — — 16,250 24,375 — 593,450
— 425,000 N/A — — — — —
Pascal W. 3/8/2012 — — — — — — 12,500 456,500
Di Fronzo 3/8/2012 — — — — 12,500 18,750 — 456,500
— 318,750 605,625 — — — — —
Amar 3/8/2012 — — — — — — 16,000 584,320
Hanspal 3/8/2012 — — — — 16,000 24,000 — 584,320
— 303,750 577,125 — — — — —
Robert 3/8/2012 — — — — — — 12,500 456,500
Kross 3/8/2012 — — — — 12,500 18,750 — 456,500
— 296,250 562,875 — — — — —
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(a) Reflects target and maximum dollar amounts payable under the EIP for performance during fiscal 2013, as described in
“Compensation Discussion and Analysis—Elements of Executive Compensation Programs.” “Threshold” refers to the minimum
amount payable for a certain level of performance; “Target” refers to the amount payable if specified performance targets are
reached; and “Maximum” refers to the maximum payout possible. Mr. Blum’s amount in the “target” column includes a fiscal 2013
target short-term cash incentive award of $170,000 and target sales commissions of $255,000. Mr. Blum’s maximum short-term cash
incentive plan award is $323,000, or 190% of his target award. Sales commissions do not have a preset maximum limit.
(b) Represents shares of our Common Stock subject to each of the PSU awards granted to the Named Executive Officers in fiscal 2013
under our 2012 Employee Stock Plan. These columns show the awards that were possible at the threshold, target and maximum
levels of performance. Shares were to be earned based upon our revenue growth and non-GAAP operating margin performance for
fiscal 2013, calculated under a pre-established performance matrix. The Committee established the target levels for the revenue
performance measure at $2.5 billion and the target level for the non-GAAP operating margin performance measure at 26%. After the
Committee determined the number of shares of Common Stock earned pursuant to the PSU awards, if any, such shares were to vest in
three equal installments at the time of issuance and on the first and second anniversaries of the date of issuance. For Mr. Bass,
amounts include an additional PSU award covering 37,000 shares of Common Stock, subject to being earned based upon
achievement of (a) specific corporate performance objectives, involving specific outcomes and deliverables related to Autodesk's
strategic plan and (b) management of executive talent. Actual PSU awards earned in fiscal 2013 by the Named Executive Officers
under this program are shown in “Long-Term Incentive Compensation” in the “Compensation Discussion and Analysis.”
(c) RSUs vest as to one-third of the units on an annual basis over three years from the date of grant.
(d) Reflects the grant date fair value of each equity award. The assumptions used in the valuation of these awards are set forth in Note 1,
“Business and Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements in our Annual Report
on Form 10-K filed on March 18, 2013. These amounts do not correspond to the actual value that will be realized by the Named
Executive Officers upon the vesting of RSUs or the sale of the Common Stock underlying such awards.
(e) The Compensation and Human Resources Committee approved the PSU award on March 8, 2012, but due to the accounting
standards the award was not recognized as granted until December 5, 2012.