Autodesk 2015 Annual Report Download - page 69

2015 Proxy Statement 63
As defined in the Program, a “change in control” occurs if any person acquires 50% or more of the total voting power
represented by voting securities, if Autodesk sells all or substantially all its assets, if Autodesk merges or consolidates with
another corporation, or if the composition of the Board changes substantially.
Employment Agreement with Carl Bass
In March 2013, Autodesk entered into an amended and restated employment agreement with Carl Bass that provides for, among
other things, certain payments and benefits to be provided to Mr. Bass in the event his employment is terminated without
“cause” or he resigns for “good reason,” including in connection with a “change of control” or following the completion of a
Board-requested executive “transition period,” as each such term is defined in Mr. Bass's employment agreement.
In the event Mr. Bass's employment is terminated by Autodesk without cause or if Mr. Bass resigns for good reason, and such
termination is not in connection with a change of control, Mr. Bass will receive (i) payment of 200% of his then current base
salary for 12 months; (ii) payout of his pro-rata bonus for the fiscal year in which termination occurs, provided Autodesk bonus
targets are satisfied, to be paid in one lump sum on or before March 15th of the succeeding fiscal year; (iii) fully accelerated
vesting of all of his then-outstanding, unvested equity awards (other than any awards that vest in whole or in part based on
performance); (iv) with respect to his then outstanding unvested equity awards that vest in whole or in part based on
performance, those awards will vest, as if he had remained continuously employed by Autodesk through the end of the 12-
month performance period in which his employment is terminated, based on the extent, if any, that the underlying performance
criteria for those awards are satisfied for that performance period; (v) a period of not less than 12 months to exercise any vested
stock options that were granted to Mr. Bass on or after February 2, 2009 (provided that such options shall expire, if earlier, on
the date when they would have expired if his employment had not terminated); and (vi) reimbursement for premiums paid for
continued health benefits for Mr. Bass and his eligible dependents until the earlier of 12 months following termination or the
date Mr. Bass becomes covered under similar health plans. In addition, Mr. Bass is subject to non-solicitation and non-
competition covenants for 12 months following a termination that gives rise to the severance benefits discussed above.
If, in connection with a change of control, Mr. Bass's employment is terminated by Autodesk without cause or if Mr. Bass
resigns for good reason, Mr. Bass will receive (i) a lump sum payment in an amount equal to 200% of his then current annual
base salary and average annual bonus; (ii) payout of his pro-rata bonus for the fiscal year of Autodesk in which termination
occurs provided Autodesk bonus targets are satisfied, to be paid in one lump sum on or before March 15th of the succeeding
fiscal year; (iii) fully accelerated vesting of all of his then outstanding unvested equity awards, including awards that would
otherwise vest only upon satisfaction of performance criteria; (iv) a period of not less than twelve (12) months to exercise any
vested stock options that were granted to Mr. Bass by Autodesk on or after February 2, 2009 (provided that such options shall
expire, if earlier, on the date when they would have expired if his employment had not terminated); and (v) reimbursement for
premiums paid for continued health benefits for Mr. Bass and his eligible dependents until the earlier of 18 months following
termination or the date Mr. Bass becomes covered under similar health plans.
Potential Payments Upon Termination or Change in Control
The tables below list the estimated amount of compensation payable to each of the named executive officers in the event of
voluntary termination, involuntary not-for-cause termination, for cause termination, termination following a change in control,
and termination in the event of disability or death of the executive. The amounts shown for all named executive officers assume
that such termination was effective as of January 31, 2015, and include all components of compensation, benefits and
perquisites payable under the Executive Change in Control Program effective during the 2015 fiscal year or, in the case of Mr.
Bass, pursuant to his employment agreement, discussed above. Estimated amounts for share-based compensation are based on
the closing price of our Common Stock on the NASDAQ on Friday, January 30, 2015, which was $54.01 per share. The actual
amounts for all named executive officers to be paid out can only be determined at the time of such executive’s separation. Mr.
Hawkins resigned from Autodesk effective July 31, 2014 and was not eligible for compensation in connection with the
termination of his employment.
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