Autodesk 2013 Annual Report Download - page 59

2013 Proxy Statement 51
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 18 months following
termination or the date Mr. Bass became covered under
similar health plans.
Employment Agreement with Carl Bass (effective
March 2013)
In March 2013, Autodesk entered into an amended and
restated employment agreement with Carl Bass that
increases his salary in fiscal 2014 and provides for, among
other things, certain payments and benefits to be provided
to Mr. Bass in the event his employment is terminated
without “cause” or he resigns 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 is defined in Mr. Bass's
employment agreement.
In the event Mr. Bass's employment is terminated by
Autodesk without cause or if Mr. Bass resigns for good
reason, and such termination is not in connection with a
change of control, Mr. Bass will receive (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 occurs provided Autodesk bonus targets are
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 (other than any awards that vest in whole or in part
based on performance); (iv) with respect to his then
outstanding unvested equity awards that vest in whole or in
part based on performance, those awards will vest, as if he
had remained continuously employed by Autodesk through
the end of the 12-month performance period in which his
employment is terminated, based on the extent, if any, that
the underlying performance criteria for those awards are
satisfied for that performance period; (v) 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 (vi) 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 becomes covered under
similar health plans. In addition, Mr. Bass is subject to
non-solicitation and non-competition covenants for 12
months following a termination that gives rise to the
severance benefits discussed above.
If, in connection with a change of control, Mr. Bass's
employment is terminated by Autodesk without cause or if
Mr. Bass resigns for good reason, Mr. Bass will receive (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 of Autodesk in which termination
occurs provided Autodesk bonus targets are 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 by Autodesk 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 18 months following
termination or the date Mr. Bass becomes covered under
similar health plans.
Potential Payments Upon Termination or Change in Control
The tables below list the estimated amount of compensation payable to each of the Named Executive Officers in the event of
voluntary termination, involuntary not-for-cause termination, for cause termination, termination following a change in control,
and termination in the event of disability or death of the executive. The amounts shown for all Named Executive Officers
assume that such termination was effective as of January 31, 2013, and include amounts earned through that date for all
components of compensation, benefits and perquisites payable under the Executive Change in Control Program effective during
the 2013 fiscal year. Mr. Bass does not participate in the Executive Change in Control Program. Amounts for Mr. Bass include
certain items specified in his employment agreement, discussed above. Estimated amounts for share-based compensation are
based on the closing price of our Common Stock on the NASDAQ on Thursday, January 31, 2013, which was $38.88 per share.
The actual amounts for all Named Executive Officers to be paid out can only be determined at the time of such executive’s
separation.
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