Autodesk 2016 Annual Report Download - page 57

Proxy Materials
2016 Proxy Statement 51
The following table presents information regarding non-qualified deferred compensation activity for each listed officer during
fiscal 2016:
Named Executive Officer
Executive
Contributions
(Distributions)
in Fiscal
Ye ar ($ )
Aggregate
Earnings/
(Losses) in
Fiscal Year ($) (a)
Aggregate
Balance at
Fiscal Year End ($)
Carl Bass 63,462 (321)
63,141
R. Scott Herren



Andrew Anagnost (288,946) (92,469)
2,230,796
Steve M. Blum 124,660 (36,418)
717,786
Amar Hanspal

(203)
29,455
_____________
(a) None of the earnings or losses in this column are reflected in the Summary Compensation Table because they are not considered
preferential or above market.
Change-in-Control Arrangements and Employment Agreements
In an effort to ensure the continued service of our key executive officers in the event of a change-in-control, each of our current
executive officers, among other employees, participate in an amended and restated Executive Change in Control Program (the
h 2006 and amended most recently in September 2013. Mr. Bass has a
change-in-control provision in his employment agreement, as noted below.
Executive Change in Control Program
Under the terms of the Program, if, within sixty days prior or twelve months following a "change in control," an executive
officer who participates in the Program is terminated without "cause," or voluntarily terminates his or her employment for
"good reason" (as those terms are defined in the Program), the executive officer will receive (among other benefits), following
execution of a release and non-solicit agreement:
 An amount equal to one and one-
-rata bonus, provided the Company bonus targets are satisfied, payable in a lump sum;
 
 Reimbursement of the total applicable premium cost for medical and dental coverage for the executive officer and his or
her eligible spouse and dependents until the earlier of 18 months from the date of termination or when the executive officer

 An executive officer who is terminated for any other reason will receive severance or other benefits only to the extent the
executive would be entitled to receive them under our then-existing benefit plans and policies. If the benefits provided
under the Program constitute parachute payments under Section 280G of the Code and are subject to the excise tax
imposed by Section 4999 of the Code, then such benefits will be (1) delivered in full, or (2) delivered to such lesser extent
that would result in no portion of the benefits being subject to the excise tax, whichever results in the executive officer
receiving the greatest amount of benefits.

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.