Autodesk 2014 Annual Report Download - page 154

2013 Annual Report
2014 Form 10-K 80
weighted average period of 1.9 years. At January 31, 2014, the number of restricted stock units granted but unreleased was 5.7
million.
During the fiscal year ended January 31, 2014, Autodesk granted 0.5 million performance stock units ("PSUs") for which
the ultimate number of shares earned is determined based on the achievement of performance criteria at the end of the stated
performance period. The performance criteria is based upon annual revenue and non-GAAP operating margin goals adopted by
the Compensation and Human Resource Committee (the “Annual Financial Results”), as well as total stockholder return
compared against the S&P Computer Software Select Index (“Relative TSR”). Each PSU covers a three year period:
 Up to one third of the PSU may vest following year one depending upon the achievement of Annual Financial Results
for year one as well as 1 year Relative TSR (covering year one).
 Up to one third of the PSU may vest following year two depending upon the achievement of Annual Financial Results
for year two as well as 2 year Relative TSR (covering years one and two).
 Up to one third of the PSU may vest following year three depending upon the achievement of Annual Financial
Results for year three as well as 3 year Relative TSR (covering years one, two and three).
PSUs are not considered outstanding stock at the time of grant, as the holders of these units are not entitled to any of the
rights of a stockholder, including voting rights. Autodesk has determined the grant-date fair value for these awards using a
Monte Carlo simulation model since the awards are subject to a market condition. The fair value of the performance restricted
stock units is expensed using the accelerated attribution method over the vesting period. Autodesk recorded stock-based
compensation expense related to PSUs of $8.7 million and $8.1 million during fiscal year ended January 31, 2014 and 2013,
respectively. Autodesk did not grant PSUs during the fiscal year ended January 31, 2012. As of January 31, 2014, total
compensation cost not yet recognized of $2.3 million related to non-vested PSUs, is expected to be recognized over a weighted
average period of 0.9 years. At January 31, 2014, the number of PSUs granted but unreleased was 0.8 million.
1998 Employee Qualified Stock Purchase Plan (“ESP Plan”)
Under Autodesk’s ESP Plan, which was approved by stockholders in 1998, eligible employees may purchase shares of
Autodesk’s common stock at their discretion using up to 15% of their eligible compensation subject to certain limitations, at not
less than 85% of fair market value as defined in the ESP Plan. At January 31, 2014, a total of 38.1 million shares were available
for future issuance. This amount automatically increases on the first trading day of each fiscal year by an amount equal to the
lesser of 10.0 million shares or 2% of the total of (1) outstanding shares plus (2) any shares repurchased by Autodesk during the
prior fiscal year. Under the ESP Plan, the Company issues shares on the first trading day following March 31 and September 30
of each fiscal year. The ESP Plan expires during fiscal 2018.
Autodesk issued 2.9 million shares under the ESP Plan at an average price of $22.61 per share in fiscal 2014, 2.9 million
shares at an average price of $21.79 per share in fiscal 2013, and 2.8 million shares at an average price of $18.26 per share in
fiscal 2012. The weighted average grant date fair value of awards granted under the ESP Plan during fiscal 2014, 2013 and
2012, calculated as of the award grant date using the BSM option-pricing model, was $11.80, $12.21 and $9.95 per share,
respectively. Autodesk recorded $22.9 million, $34.0 million and $23.8 million of compensation expense associated with the
ESP Plan in fiscal 2014, 2013 and 2012, respectively.