Autodesk 2015 Annual Report Download - page 72

2015 P r oxy Statemen t 66
Pascal W. Di Fronzo
Executive Benefits and Payments
Voluntary
Termination
on
1/31/2015 ($)
Involuntary
Not For Cause
or Voluntary
for Good
Reason
(Except Change
in Control)
Termination on
For Cause
Termination
on
1/31/2015 ($)
Involuntary
Not for Cause
or Voluntary
For Good
Reason
(Change in
Control)
Termination on Disability on
1/31/2015 ($)
Death on
1/31/2015 ($)
Compensation:
Base Salary (1) —
—
—
690,000 — —
Short-Term Cash
Incentive Plan (EIP) (2)
—
—
—
799,014 — —
Equity Awards (3) —
—
—
3,062,819 — —
Benefits and perquisites:
Health Insurance (4) —
—
—
36,079 24,053 —
Disability Income (5) —
—
—
— 2,870,084 —
Accidental Death or
Dismemberment (6)
—
—
—
— 2,000,000 2,000,000
Life Insurance (7) —
—
—
— — 460,000
Total Executive Benefits and
Pa
y
ments U
p
on Se
p
aration
—
—
—
4,587,912 4,894,137 2,460,000
_____________
(1) Base Salary: For Mr. Bass, the amounts shown would be paid in accordance with his employment agreement that was in effect as of
January 31, 2015. For the other named executive officers, the amounts shown would be paid in accordance with the Executive
Change in Control Program effective during the 2015 fiscal year.
(2) Short-Term Cash Incentive Plan (EIP): For Mr. Bass, the amounts shown would be paid in accordance with his employment
agreement that was in effect as of January 31, 2015. For the other named executive officers, the amounts shown would be paid in
accordance with the Executive Change in Control Program effective during the 2015 fiscal year. These amounts are based on the
cash value of the short-term cash incentive plan.
(3) Equity Awards: For Mr. Bass, the amounts shown reflect the value of unvested equity awards accelerated in accordance with his
employment agreement that was in effect as of January 31, 2015. For the other named executive officers, the amounts shown reflect
the value of unvested equity awards accelerated in accordance with the Executive Change in Control Program effective during the
2015 fiscal year. Reported values are based on (i) the excess of the closing price of our Common Stock on January 30, 2015 ($54.01
per share), over the exercise price with respect to unvested stock options, and (ii) the closing price of our Common Stock on January
30, 2015 ($54.01 per share) in the case of RSUs and PSUs.
(4) Health Insurance: For Mr. Bass, in accordance with his employment agreement that was in effect as of January 31, 2015, these
amounts represent the cost of continuing coverage for Mr. Bass and his dependents. The amount shown in the Involuntary Not for
Cause or Voluntary for Good Reason (Except Change in Control) Termination column reflects twelve months of coverage after
separation. The amounts in the Involuntary Not for Cause or Voluntary for Good Reason (Change in Control) Termination column
reflect eighteen months of coverage after separation. For the other named executive officers, these amounts represent the cost of
continuing coverage for medical and dental benefits for each executive and his or her dependents (i) in the case of the Disability
column, for twelve months in accordance with Autodesk's benefits program, and (ii) in the case of the Involuntary Not for Cause or
Voluntary for Good Reason (Change in Control) Termination column, for eighteen months after separation in accordance with the
Executive Change in Control Program effective during the 2015 fiscal year.
(5) Disability Income: Reflects the estimated present value of all future payments to each executive under his or her elected disability
program, which represent 100% of base salary for the first 90 days, and then 66- 2/3% of salary thereafter, with a maximum of
$20,000 per month, until the age of 65. These payments would be made by the insurance provider, not by Autodesk.
(6) Accidental Death or Dismemberment: Reflects the lump-sum amount payable to each executive or his or her beneficiaries by
Autodesk’s insurance provider in the event of the executive’s accidental death. There is also a prorated lump sum payment for
dismemberment. The amount shown as payable upon dismemberment is based upon the payout for the most severe dismemberment
under the plan.
(7) Life Insurance: Reflects the lump-sum amount payable to beneficiaries by Autodesk’s insurance provider in the event of the
executive’s death.
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