Autodesk 2015 Annual Report Download - page 32

2015 P r oxy Statemen t 26
Director and Executive Equity Holding Program
We encourage our directors and executive officers to be Autodesk stockholders through participation in our equity plans and
mandatory stock holding requirements. The requirement for stock holdings provides that executive officers must attain an
investment position in Autodesk stock equal to a fixed number of shares that varies based on the individual’s scope of
responsibilities, and directors must attain an investment position in Autodesk stock of at least 10,000 shares. The Board reviews
progress against these guidelines and requirements annually and updates them as appropriate. As of March 31, 2015, all of our
directors and executive officers complied with the applicable stock holding requirements. See “Executive Compensation-
Compensation Discussion and Analysis” below for additional information regarding Autodesk’s stock ownership guidelines.
No In-the-Money Stock Options
Stock options may not be granted with an exercise or base price less than the fair market value, generally the closing price, of
our Common Stock on the date of grant.
Prohibition Against Stock Option Repricings
By prohibiting the repricing of stock options under all of Autodesk’s equity plans, including the 2012 Employee Plan, the Board
has eliminated the possibility of achieving gain from stock options unless all stockholders can benefit from the effect of an
increase in stock price.
Section 162(m) Qualification
The 2012 Employee Plan is designed to allow Autodesk to grant awards that may be intended to qualify as performance-based
compensation under Section 162(m) of the Internal Revenue Code (the “Code”), including equity awards and incentive cash
bonuses. When making decisions about the amount and form of compensation paid, we consider all elements of the cost to us of
providing such compensation, including the potential impact of Section 162(m). The Compensation Committee may, in its
judgment, authorize awards under the 2012 Employee Plan that do not comply with an exemption from the deductibility limit
under Section 162(m) when it believes such payments are appropriate to attract and retain talent.
Independent Administration
The Compensation Committee, which consists of only non-employee directors, administers the 2012 Employee Plan.
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THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE
APPROVAL OF THE AMENDMENT TO THE 2012 EMPLOYEE PLAN.
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