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2016 Proxy Statement 50
Proxy Materials
(b) Awards relate to the third 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 2016 adopted by the Compensation Committee, as well as TSR
compared against the companies in the S&P Computer Software Select Index. The third year traunch of these PSUs were earned as
of January 31, 2016 and subject to vest on March 28, 2016.
(c) Award relates to the second 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 2016 adopted by the Compensation Committee, as well as TSR
compared against the companies in the S&P Computer Software Select Index. The second year traunch of these PSUs were earned as
of January 31, 2016 and subject to vest on March 28, 2016.
(d) Awards relate to the first year traunch of PSU awards granted on March 12, 2015 under the 2012 Plan. These PSUs were subject to
achievement of annual net billings and total subscriptions for fiscal 2016 adopted by the Compensation Committee, as well as TSR
compared against the companies in the S&P Computer Software Select Index. The first year traunch of these PSUs were earned as of
January 31, 2016 and subject to vest on March 28, 2016.
Option Exercises and Stock Vested at Fiscal 2016 Year End
The following table presents certain information concerning the vesting of stock awards held by each of the named executive
officers during fiscal 2016.
Option Awards Stock Awards
Named Executive Officer
Number of
Shares Acquired on
Exercise
(
#
)
Value Realized on
Exercise ($) (a)
Number of
Shares Acquired on
Ves ti n
g
(
#
)
Value Realized on
Vesting ($) (a)
Carl Bass
223,097 13,783,163
R. Scott Herren
12,000 682,680
Andrew Anagnost 4,000 232,436 33,056 2,052,524
Steve M. Blum
30,036 1,868,508
Amar Hanspal 14,161 920,465 39,132 2,435,009
______________
(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 stock awards vested, reflects the number of shares acquired on vesting of RSUs or PSUs multiplied by the closing market
price of our Common Stock as reported on the NASDAQ on the vesting date.
Nonqualified Deferred Compensation for Fiscal 2016
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

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.