Autodesk 2013 Annual Report Download - page 58

2013 Proxy Statement 50
Change in Control Arrangements and
Employment Agreements
In an effort to ensure the continued service of our key
executive officers in the event of a change in control, each
of our current executive officers other than our CEO,
among other employees, participate in an amended and
restated Executive Change in Control Program (the
“Program”) that was approved by the Board in March 2006
and amended most recently in December 2010. Mr. Bass
does not participate in the Program and has a change in
control provision in his employment agreement, as noted
below.
Executive Change in Control Program
Under the terms of the Program, if, within twelve months
of a "change in control", an executive officer who
participates in the Program is terminated without "cause",
or voluntarily terminates his or her employment for "good
reason" (as those terms are defined in the Program), the
executive officer will receive (among other benefits),
following execution of a release and non-solicit agreement:
• An amount equal to one and one-half times the sum of
the executive officer’s annual base compensation and
average annual bonus, payable in a lump sum;
• The acceleration of all of the executive officer’s
outstanding incentive equity awards, including stock
options and RSUs; and
• Reimbursement of the total applicable premium cost
for medical and dental coverage for the executive
officer and his or her eligible spouse and dependents
until the earlier of 18 months from the date of
termination or when the executive officer becomes
covered under another employer’s employee benefit
plans.
• If the executive officer is terminated for any other
reason, they will receive severance or other benefits
only to the extent that they would be entitled to receive
under our then-existing benefit plans and policies. If
the benefits provided under the Program constitute
parachute payments under Section 280G of the Code
and are subject to the excise tax imposed by
Section 4999 of the Code, then such benefits will be
(1) delivered in full, or (2) delivered to such lesser
extent that would result in no portion of the benefits
being subject to the excise tax, whichever amount
results in the receipt of the greatest amount of benefits
by the executive officer.
As defined in the Program, a “change in control” occurs if
any person acquires 50% or more of the total voting power
represented by voting securities, if Autodesk sells all or
substantially all its assets, if Autodesk merges or
consolidates with another corporation, or if the
composition of the Board changes substantially.
Employment Agreement with Carl Bass (effective
during the fiscal year ended January 31, 2013)
In March 2012, Autodesk entered into an amended and
restated employment agreement with Carl Bass. This
agreement was effective during the fiscal year ended
January 31, 2013, and provided for, among other things,
certain payments and benefits to be provided to Mr. Bass in
the event his employment was terminated without “cause”
or he resigned for “good reason,” including in connection
with a “change of control” or following the completion of a
Board requested executive “transition period”, as each such
term was defined in Mr. Bass's employment agreement.
In the event Mr. Bass's employment was terminated by
Autodesk without cause or if Mr. Bass resigned for good
reason, and such termination was not in connection with a
change of control, Mr. Bass would have received (i)
payment of 200% of his then current base salary for 12
months; (ii) payout of his pro-rata bonus for the fiscal year
in which termination occurred provided Autodesk bonus
targets were satisfied, to be paid in one lump sum on or
before March 15th of the succeeding fiscal year; (iii)
accelerated vesting for 24 months of his then-outstanding,
unvested equity awards (other than any awards that vest in
whole or in part based on performance); (iv) a period of
not less than 12 months to exercise any vested stock
options that were granted to Mr. Bass on or after February
2, 2009 (provided that such options shall expire, if earlier,
on the date when they would have expired if his
employment had not terminated); and (v) reimbursement
for premiums paid for continued health benefits for Mr.
Bass and his eligible dependents until the earlier of 12
months following termination or the date Mr. Bass became
covered under similar health plans. In addition, Mr. Bass
was subject to non-solicitation and non-competition
covenants for 12 months following a termination that gave
rise to the severance benefits discussed above.
If, in connection with a change of control, Mr. Bass's
employment was terminated by Autodesk without cause or
if Mr. Bass resigned for good reason, Mr. Bass would have
received (i) a lump sum payment in an amount equal to
200% of his then current annual base salary; (ii) payout of
his pro-rata bonus for the fiscal year in which termination
occurred provided Autodesk bonus targets were satisfied,
to be paid in one lump sum on or before March 15th of the
succeeding fiscal year; (iii) fully accelerated vesting of all
of his then outstanding unvested equity awards, including
awards that would otherwise vest only upon satisfaction of
performance criteria; (iv) a period of not less than twelve
(12) months to exercise any vested stock options that were
granted to Mr. Bass on or after February 2, 2009 (provided