Autodesk 2014 Annual Report Download - page 72

Proxy Materials
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(ee) “Target Determination Date” means the date upon which the Committee sets the Target Award and Payout
Formula with respect to any Performance Period, in accordance with Section 7.
(ff) “Total Stockholder Return” means the total return (change in share price plus reinvestment of any dividends)
of a share of the Company’s common stock.
3) Plan Administration.
(a) The Committee shall be responsible for the general administration and interpretation of the Plan and for
carrying out its provisions. Subject to the requirements for qualifying compensation as Performance-Based Compensation,
the Committee may delegate specific administrative tasks to Company employees or others as appropriate for proper
administration of the Plan. Subject to the limitations on Committee discretion imposed under Section 162(m) to the extent
the Committee intends that bonuses payable hereunder constitute performance-based compensation under Section 162(m),
the Committee shall have such powers as may be necessary to discharge its duties hereunder, including, but not by way of
limitation, the following powers and duties, but subject to the terms of the Plan:
i) discretionary authority to adopt Target Awards and Payout Formulae under this Plan for a given
Performance Period on or prior to the Target Determination Cutoff Date;
ii) discretionary authority to construe and interpret the terms of the Plan, and to determine eligibility,
Awards and the amount, manner and time of payment of any Awards hereunder;
iii) to prescribe forms and procedures for purposes of Plan participation and distribution of Awards; and
iv) to adopt rules, regulations and bylaws and to take such actions as it deems necessary or desirable for the
proper administration of the Plan.
(b) Any rule or decision by the Committee that is not inconsistent with the provisions of the Plan shall be
conclusive and binding on all persons, and shall be given the maximum deference permitted by law.
4) Eligibility. The employees eligible to participate in the Plan for a given Performance Period shall be determined by
the Committee, and are generally expected to include executive officers of the Company who are subject to Section 16 of the
Securities and Exchange Act of 1934 and any other key employees who are specifically designated by the Committee for
participation in the Plan in its sole discretion. Executives who earn sales commissions are generally not included in the Plan.
Unless specifically excepted, a Participant must be actively employed on the last day of the Performance Period to be eligible
to receive a payment hereunder. No person shall be automatically entitled to participate in the Plan.
5) Performance Goal Determination. On the Target Determination Date, the Committee, in its sole discretion, shall
establish the Performance Goals for each Participant for the Performance Period. Such Performance Goals shall be set forth in
writing on or prior to the Target Determination Cutoff Date.
6) Target Award Determination. On the Target Determination Date, the Committee, in its sole discretion, shall establish
a Target Award for each Participant. Each Participant’s Target Award shall be determined by the Committee in its sole
discretion, and each Target Award shall be set forth in writing on or prior to the Target Determination Cutoff Date.
7) Determination of Payout Formula. On the Target Determination Date, the Committee, in its sole discretion, shall
establish a Payout Formula for purposes of determining the Award (if any) payable to each Participant. Each Payout Formula
(a) shall be set forth in writing on or prior to the Target Determination Cutoff Date, (b) shall provide for the payment of a
Participant’s Award if the Performance Goals for the Performance Period are achieved, and (c) may provide for an Award
payment greater than or less than the Participant’s Target Award, depending upon the extent to which the Performance Goals
are achieved. Notwithstanding the preceding, in no event shall a Participant’s Award for any Performance Period exceed the
Maximum Award.
8) Payout Determination; Award Payment.
(a) Payout Determination and Certification. On the Payout Determination Date, the Committee shall certify in
writing (which may be by approval of the minutes in which the certification was made) the extent to which the
Performance Goals applicable to each Participant for the Performance Period were achieved or exceeded. The Award for
each Participant shall be determined by applying the Payout Formula to the level of actual performance that has been
certified by the Committee. Notwithstanding any contrary provision of the Plan, the Committee, in its sole discretion, may
eliminate or reduce the Award payable to any Participant below that which otherwise would be payable under the Payout
Formula.
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