Autodesk 2015 Annual Report Download - page 36

2015 P r oxy Statemen t 30
• Bookings
• Billings
• Number of customers
• Objective customer indicators
• Expenses
• Cost reduction goals
• Economic value added
• Cash flow (including operating cash flow or free cash flow)
• Cash flow per share
• Sales or revenue targets, including product or product family targets
Any criteria used may be measured, as applicable (1) on a pro forma basis (as defined in the 2012 Employee Plan), (2) in
absolute terms, (3) in relative terms (including, but not limited to, the passage of time and/or against another company or
companies or financial metrics), (4) on a per-share and/or share per capita basis, (5) against the performance of Autodesk as a
whole or particular segments, business units, industry groups or products of Autodesk, and/or (6) on a pre-tax or after-tax basis.
By granting Awards that vest upon achievement of business objectives, the Administrator may be able to preserve Autodesk’s
deduction for certain compensation in excess of $1,000,000. Section 162(m) of the Code limits Autodesk’s ability to deduct
annual compensation paid to our Chief Executive Officer and other “covered employees” as determined under Section 162(m)
of the Code and applicable guidance to $1,000,000 per individual. However, Autodesk can preserve the deductibility of certain
compensation in excess of $1,000,000 if the conditions of Section 162(m) of the Code are met. These conditions include
stockholder approval of the 2012 Employee Plan, setting limits on the number of Awards that any individual may receive, and
for Awards other than stock options, establishing performance criteria that must be met before the Award actually will vest or be
paid. The performance goals listed above, as well as the per person limits on shares covered by Awards, may permit the
Administrator to grant Awards that qualify as performance-based for purposes of satisfying the conditions of Section 162(m) of
the Code, thereby permitting Autodesk to receive a federal income tax deduction in connection with such Awards. The
Administrator has the ability to grant awards that do not satisfy the conditions of Section 162(m) and may do so when, in its
judgment, it is appropriate to attract and retain talent.
Leave of Absence
In the event that an employee goes on a leave of absence approved by the Administrator, Award vesting will continue during
such leave, except as required by law or as otherwise determined by the Administrator.
Non-Transferability of Awards
Unless otherwise determined by the Administrator, an Award granted under the 2012 Employee Plan may not be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution,
and during the lifetime of the recipient, an Award may be exercised, only by the recipient. If the Administrator makes an Award
transferable, that Award will contain such additional terms and conditions as the Administrator deems appropriate. No Award
may be transferred for value.
Adjustments Upon Changes in Capitalization
In the event our capital stock is changed by reason of any stock split, reverse stock split, stock dividend, combination or
reclassification of our Common Stock or any other increase or decrease in the number of issued shares of Common Stock
effected without receipt of consideration by us, appropriate proportional adjustments will be made in the number of shares
subject to the 2012 Employee Plan, the individual fiscal year limits applicable to Awards, the number of shares of stock subject
to any Award outstanding under the 2012 Employee Plan, and the exercise price of any such outstanding option. Any such
adjustment will be made by the Administrator, whose determination will be conclusive.
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