Autodesk 2014 Annual Report Download - page 70

Proxy Materials
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AUTODESK, INC.
EXECUTIVE INCENTIVE PLAN
AS AMENDED AND RESTATED APRIL 19, 2014
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1) Purposes of the Plan. This Autodesk, Inc. Executive Incentive Plan sets forth the plan for payment of cash bonuses to
those executive officers of the Company designated for participation and is intended to increase stockholder value and the
success of the Company by motivating executives to perform to the best of their abilities and to achieve the Company’s
objectives. The Plan’s goals are to be achieved by providing such executives with incentive awards based on the achievement
of goals relating to the performance of the Company or one of its business units or upon the achievement of objectively
determinable performance goals. The Plan is intended to permit the payment of bonuses that may qualify as Performance-
Based Compensation as well as of bonuses which are not intended to qualify as Performance-Based Compensation. The Plan,
as amended and restated as of April 19, 2014, is effective with respect to Awards relating to fiscal years 2016 and later.
Awards with respect to fiscal years prior to fiscal year 2016 shall be governed by the terms of the Autodesk, Inc. Executive
Incentive Plan as in effect immediately prior to this amendment and restatement.
2) Definitions.
(a) “Annual Revenue” means the Company’s or a business unit’s net sales for the Fiscal Year, determined in
accordance with generally accepted accounting principles.
(b) “Award” means, with respect to each Participant, the award determined pursuant to Section 8(a) below for a
Performance Period. Each Award is determined by a Payout Formula for a Performance Period, subject to the
Committee’s authority under Section 8(a) to eliminate or reduce the Award otherwise payable.
(c) “Base Salary” means, as to any Performance Period, the Participant’s annualized salary rate on the last day of
the Performance Period. Such Base Salary shall be before both (a) deductions for taxes or benefits, and (b) deferrals of
compensation pursuant to Company-sponsored plans.
(d) “Board” means the Board of Directors of the Company.
(e) “Cash Position” means the Company’s level of cash and cash equivalents.
(f) “Code” means the Internal Revenue Code of 1986, as amended.
(g) “Committee” means the Compensation and Human Resources Committee of the Board, or a sub-committee
of the Compensation and Human Resources Committee, which shall, with respect to payments hereunder intended to
qualify as performance-based compensation under Code Section 162(m), consist solely of two or more members of the
Board who are not employees of the Company and who otherwise qualify as “outside directors” within the meaning of
Section 162(m).
(h) “Company” means Autodesk, Inc. or any of its subsidiaries (as such term is defined in Code Section 424(f)).
(i) “Earnings Per Share” means, as to any Fiscal Year, the Company’s or a business unit’s Net Income, divided
by a weighted average number of common shares outstanding and dilutive common equivalent shares deemed outstanding,
determined in accordance with generally accepted accounting principles.
(j) “Fiscal Year” means a fiscal year of the Company.
(k) “Maximum Award” means as to any Participant for any Performance Period, $4 million.
(l) “Net Income” means, as to any Fiscal Year, the income after taxes of the Company for the Fiscal Year
determined in accordance with generally accepted accounting principles.
(m) “Operating Cash Flow” means the Company’s or a business unit’s sum of Net Income plus depreciation and
amortization less capital expenditures plus changes in working capital comprised of accounts receivable, inventories, other
current assets, trade accounts payable, accrued expenses, product warranty, advance payments from customers and long-
term accrued expenses, determined in accordance with generally acceptable accounting principles.
(n) “Operating Margins” means the ratio of Operating Income to Annual Revenue.
(o) “Operating Income” means the Company’s or a business unit’s income from operations determined in
accordance with generally accepted accounting principles.
A-1
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Appendix A