Autodesk 2015 Annual Report Download - page 29

2015 Proxy Statement 23
Furthermore, we believe that equity awards provide an additional retention tool and align the interests of our employees with
those of our stockholders by providing an incentive to increase long-term stockholder value.
The restricted stock units (“RSUs”) and performance stock units (“PSUs”) that Autodesk currently grants under the 2012
Employee Plan generally vest over three years. During fiscal 2013, 2014 and 2015, PSUs made up at least one-half of the
equity awards granted to our executives (all employees at or above the vice president level) and are earned only if Autodesk
achieves specific levels of operating performance and TSR relative to a software index over one-, two- and three-years.
Although Autodesk has the ability to grant stock options to employees under the 2012 Employee Plan, we have not done so
since October 2012. The 2012 Employee Plan allows Autodesk the flexibility to adapt its equity compensation program to meet
the Company’s needs in the changing business environment in which we operate.
We believe that equity awards are an important competitive tool in the technology industry and are essential to recruiting and
retaining highly qualified technical and other key personnel. We believe that we must offer competitive compensation packages
in order to attract and retain people who can keep us on a course of continued success. Although higher salaries can compensate
to some extent for the lack of PSUs and RSUs, we believe that over time we would be at a competitive disadvantage without
the focus on success and power of retention provided by equity compensation that vests over multiple years. In recent years, our
ability to offer competitive equity compensation packages was integral to hiring and retaining key performers who have been
instrumental in achieving our current success. More broadly, our employee base is motivated to achieve results that drive
stockholder value. We believe our equity compensation program has been critical in attracting and retaining a highly effective
work force.
Significant Historical Award Information
Broad-Based Granting
Subject to local law restrictions in certain countries, all of our employees are eligible to receive equity award grants, as
determined by the Board or a committee of the Board (the “Administrator”). At present, approximately 8,696 employees
worldwide are eligible to receive equity incentive award grants and approximately 58% of our eligible employees worldwide
hold equity incentive award grants.
Outstanding Awards and Share Pool Under All Equity Incentive Plans
The 2012 Employee Plan is the only active employee equity incentive plan under which we grant incentive equity awards,
though we do grant equity awards to our non-employee directors under the 2012 Outside Directors' Stock Plan. On March 12,
2015, the Board reduced the number of shares reserved for issuance under 2012 Outside Directors' Stock Plan by 850,000
shares. Below is information regarding outstanding awards and the available share pool under the 2012 Employee Plan, the
2012 Outside Directors' Stock Plan, and all equity incentive plans (including non-employee director and terminated stock plans)
in the aggregate.
(in millions, except
otherwise noted)
Stock options
outstanding as
of January 31,
2015(1)
Weighted average
exercise price for
outstanding stock
options as of January
31, 2015 ($)
Weighted average
contractual life for
outstanding stock options
as of January 31, 2015 (in
years)
Unreleased
restricted stock
units and
performance stock
units (at target) as
of January 31, 2015
Available for
grant as of
January 31,
2015(2)(3)(4)
2012 Employee Plan 0.1 36.80 7.0 7.7 12.3
2012 Directors Plan(4) — — — 0.1 1.2
All equity incentive
plans (including non-
employee director and
terminated stock plans) 2.7
34.46 4.2 7.8
13.5
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