Autodesk 2016 Annual Report Download - page 48

2016 Proxy Statement 42
Proxy Materials
disability insurance, accidental death and dismemberment insurance, and basic life insurance coverage. Autodesk also makes
contributions to health savings plans on behalf of any employee who is a participant in a plan with a high deductible feature.
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 pru

entered into an offer letter. The offer letter provided Mr. Herren with certain living and relocation assistance, including
commuting benefits, a relocation allowance, and home sale and purchase assistance, due to the distance (at the time we hired
as based on actual costs
incurred by Mr. Herren, and was consistent with market practice when hiring senior executives in this situation. Please see
-45 for the aggregate amount of
such perquisites.
Employment Agreement and Post-Employment Compensation
Employment Agreement with the CEO

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 52.
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 strategic initiatives that are

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-
Autodesk does not -
The material terms and conditions of the Executive Change in Control Program, as well as an estimate of the potential
payments and benefits payable in the event of a termination of employment in connection with a change-in-control of
-in-
Other Compensation Policies
Mandatory Stock Ownership Guidelines
The Board believes that stock ownership by the executive officers is important to tie the risks and rewards inherent in stock
ownership to the executive officers; and has adopted mandatory guidelines for stock ownership by executive officers. During
fiscal 2016, these mandatory ownership guidelines required all executive officers to hold a fixed number of shares of
