Autodesk 2016 Annual Report Download - page 49

Proxy Materials
2016 Proxy Statement 43

guidelines are as follows:
CEO Executive Vice
President Senior Vice President
Minimum Number of Shares to be
Owned 100,000 30,000 15,000
Executive officers have four years from the later of either (i) December 2013 or (ii) their hire or promotion to a new, higher-
level position, to satisfy the required level of stock ownership. For purposes of satisfying the required stock ownership level,
shares of Common Stock subject to outstanding RSU and PSU awards are counted as shares owned. As of the end of fiscal
2016, each of the NEOs satisfied the mandatory stock ownership guidelines.
Clawback Policy
Executive officer cash incentive-based compensation may be recovered at the discretion of the Board if an executive officer has
engaged in fraudulent or other intentional misconduct and the misconduct caused a material restatement of our financial
statements.
Derivatives Trading and Anti-Hedging Policy
Executive officers, members of the Board, and all other employees are prohibited from investing in derivative securities related
-
Stock. This policy does not restrict ownership of company-granted awards, such as options to purchase shares of Common

ity securities by all employees, including the executive
officers, and members of the Board.
Equity Award Grant Policy
All equity awards granted to the executive officers are approved by the Committee. Approval of the equity awards for the

Regulatory Considerations and Practices
Autodesk continuously reviews and evaluates the impact of the tax laws and accounting practices and related interpretations on
the executive compensation program. For example, the Committee considers Financial Accounting Standards Board
Accounting Standar
share-based payment awards, and Section 409A of the Code, which affects deferred compensation arrangements, as it
evaluates, structures, and implements changes to the program.
Deductibility Limitation
Section 162(m) of the Code generally limits to $1 million the amount of compensation that a company may deduct for federal
income tax purposes in any taxable year with respect to the CEO and each of the next three most highly-compensated executive
officers (excluding the chief financial officer). Generally, remuneration in excess of $1 million may be deducted only if it is
-ons of another exemption from the
deduction limit. The compensation income realized upon the exercise of options to purchase shares of Common Stock granted
under a stockholder-approved employee stock plan generally will be deductible so long as the options are granted by a
committee whose members are non-employee directors and certain other conditions are satisfied.
The Autodesk Executive Incentive Plan and the 2012 Employee Stock Plan are structured with the intention that awards granted
under these plans could qualify for tax deductibility. However, to maintain flexibility and promote simplicity in the