Autodesk 2015 Annual Report Download - page 67

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2015 Proxy Statement
61
(a) Market value of RSUs that have not vested is computed by multiplying (i) $54.01, the closing price on the NASDAQ of Autodesk
Common Stock on January 30, 2015, the last trading day of fiscal 2015, by (ii) the number of shares of stock underlying RSU
awards.
(b) Awards relate to PSU awards granted on March 8, 2012 under the 2012 Plan, that were subject to achievement of annual revenue and
non-GAAP operating margin goals for fiscal 2013 adopted by the Compensation Committee, and vests in thirds over a period of three
years from grant date.
(c) Awards relate to the second year traunch of PSU awards granted on March 21, 2013 under the 2012 Plan. These PSUs were subject to
achievement of annual net billings and total subscriptions for fiscal 2015 adopted by the Compensation Committee, as well as TSR
compared against the S&P Computer Software Select Index. The second year traunch of these PSUs were earned as of January 31,
2015 and subject to vest on March 23, 2015.
(d) Award relates to the third year traunch of PSU awards granted on March 8, 2012, but amended on March 21, 2013 under the 2012
Plan. These PSUs were subject to achievement of annual net billings and total subscriptions for fiscal 2015 adopted by the
Compensation Committee, as well as TSR compared against the S&P Computer Software Select Index. The third year traunch of
these PSUs were earned as of January 31, 2015 and subject to vest on March 23, 2015.
(e) Awards relate to the first year traunch of PSU awards granted on March 25, 2014 under the 2012 Plan. These PSUs were subject to
achievement of annual net billings and total subscriptions for fiscal 2015 adopted by the Compensation Committee, as well as TSR
compared against the S&P Computer Software Select Index. The first year traunch of these PSUs were earned as of January 31, 2015
and subject to vest on March 23, 2015.
Option Exercises and Stock Vested at Fiscal 2015 Year End
The following table presents certain information concerning the vesting of stock awards held by each of the named executive
officers during fiscal 2015.
Option Awards Stock Awards
Named Executive Officer
Number of
Shares Acquired on
Exercise (#)
Value Realized on
Exercise ($) (a)
Number of
Shares Acquired on
Vesting (#) Value Realized on
Vesting ($) (a)
Carl Bass 97,500 1,901,128 199,126 10,492,211
R. Scott Herren
Jan Becker 21,875 306,137 19,798 1,052,313
Steve M. Blum 15,000 307,650 25,610 1,365,097
Pascal W. Di Fronzo 21,875 306,328 19,798 1,052,313
Mark J. Hawkins 25,625 355,182 37,829 2,014,113
______________
(a) For options exercised, reflects the number of shares acquired upon exercise multiplied by the difference between the closing market
price of our Common Stock as reported on the NASDAQ on the date of exercise and the exercise price of the underlying stock
option. For RSUs vested, reflects the number of shares acquired on vesting multiplied by the closing market price of our Common
Stock as reported on the NASDAQ on the vesting date.
Nonqualified Deferred Compensation for Fiscal 2015
Under our Nonqualified Deferred Compensation Plan, certain United States-based officers (including named executive officers)
may defer compensation earned such as salary or awards under the short-term cash incentive plan (EIP). Deferral elections are
made by eligible executive officers each year during an “open enrollment” period for amounts to be earned in the following
year. Autodesk does not make any contribution for executive officers under the Nonqualified Deferred Compensation Plan.
Prior to April 2013, we maintained our Autodesk, Inc. Equity Incentive Deferral Plan, which permitted certain executive
officers to defer up to 50% of their EIP award.
Proxy Materials