Autodesk 2015 Annual Report Download - page 59

2015 Proxy Statement 53
Perquisites and Other Personal Benefits
Autodesk does not, as a general practice, provide material benefits or special considerations to the executive officers that it does
not provide to other employees. However, from time to time, when deemed appropriate by the Committee, certain executive
officers receive perquisites and other personal benefits that are competitively prudent or otherwise in Autodesk’s best interest.
In fiscal 2015, we provided Mr. Herren with certain living expenses due to the distance (at the time we hired him) between his
home and the Company’s headquarters. The amount of those reimbursements was based on actual costs incurred by Mr. Herren,
and was consistent with market practice when hiring senior executives in this situation. Please see “Executive Compensation-
Summary Compensation Table and Narrative Disclosure,” on page 56 for the aggregate amount of such perquisites.
Employment Agreement, Offer Letter and Post-Employment Compensation
Employment Agreement with the CEO
The terms and conditions of Mr. Bass’ employment are set forth in an employment agreement. This agreement provides general
protection for Mr. Bass in the event of termination without cause or resignation for good reason and has been a valuable tool to
retain his services and defines the respective rights of the Company and Mr. Bass. The protections afforded to him in the event
of a change of control provide Autodesk with an increased level of confidence that he will remain with Autodesk up to and for
some period of time after a change of control. This continuity in the event of a change in control may ultimately enhance
stockholder value, and discourages benefits simply for consummating a change in control. Details of the agreement with Mr.
Bass can be found beginning on page 63.
Offer Letter with the CFO
Mr. Herren was appointed Senior Vice President and Chief Financial Officer effective November 1, 2014. The terms and
conditions of his employment are set forth in a written offer letter. Based on a recommendation from management and in
consultation with Exequity, the following offer was reviewed and approved by the Committee:
• Annual base salary of $570,000.
• Eligibility to participate in the Autodesk Executive Incentive Plan, with his target set at 75% of his base salary.
• Signing bonus of $150,000. The bonus is subject to repayment if Mr. Herren resigns at any time within one year
following the commencement of his employment.
• 36,000 RSUs and 36,000 PSUs. The PSUs were granted in March 2015, when performance objectives were
established for fiscal 2016.
• Relocation assistance, including commuting benefits for 18 months, a relocation allowance, and home sale and
purchase assistance.
The Committee believes that Mr. Herren’s compensation package was necessary to recruit him because it offset compensation
he forfeited upon leaving his prior employer.
Change in Control Program
To ensure the continued service of key executive officers in the event of a potential change-in-control of Autodesk, the Board
has adopted the Autodesk, Inc. Executive Change in Control Program. Each of the NEOs, among other employees, is a
participant in the program. The payments and benefits available under this program are designed to encourage the continued
services of the NEOs in the event of a potential change-in-control of Autodesk and to allow for a smooth leadership transition
thereafter. Further, these arrangements are intended to provide incentives to the NEOs to execute the wishes of the Board, even
if the Board takes an action that may result in the elimination of a NEO’s position.
The Executive Change in Control Program provides continuity in the event of a change-in-control transaction, which is
designed to further enhance stockholder value. Payment and benefits under the Executive Change in Control Program are
provided only in the event of a qualifying termination of employment following a change-in-control (“double trigger”).
Autodesk does not offer tax reimbursement or “gross-up” payments under the Executive Change in Control Program.
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