8-KMaterial AgreementsExhibits & Filings

Autodesk, Inc. 8-K Report, Material Agreement (Apr 6, 2006)

Filed April 6, 2006For Securities:ADSK

Summary

Autodesk, Inc. (ADSK) filed an 8-K report on April 5, 2006, detailing material changes related to its executive compensation. The primary focus of this filing is the approval and amendment of its Executive Change in Control Program. This program is designed to provide financial and other benefits to key executives in the event their employment is terminated without cause or they voluntarily resign for "good reason" within a specified period following a "change in control" of the company. Key enhancements to the plan include the addition of "good reason" resignations as a trigger for benefits and the extension of the plan's term indefinitely until terminated by the Board of Directors. These changes aim to ensure executive retention and provide a safety net during potential transition periods, which can be a significant factor for investors considering the stability and management continuity of the company.

Key Highlights

  • 1Autodesk has amended and restated its Executive Change in Control Program.
  • 2The program provides benefits to executives terminated without "cause" within 12 months after a "change in control".
  • 3Benefits include cash payments (base compensation and average bonus), accelerated stock option vesting, and continued insurance coverage for up to 12 months.
  • 4The plan now also covers voluntary terminations for "good reason" within 12 months following a "change in control".
  • 5The term of the plan has been extended from three years to an indefinite period, terminable at the Board of Directors' discretion.
  • 6The amendments are intended to provide a stronger incentive for executive retention during periods of potential corporate change.
  • 7The filing was made on April 5, 2006, with the earliest event reported being March 31, 2006.

Frequently Asked Questions

The program is designed to provide financial and other benefits to designated executive officers if their employment is terminated without "cause" or if they voluntarily resign for "good reason", within twelve months following a "change in control" of Autodesk. This aims to ensure management stability and provide compensation protection during potential transitions.

Eligible executives are entitled to cash payments equal to their annual base compensation and average annual bonus, acceleration of unvested stock options that would have vested in the following 12 months, and continuation of medical, dental, and vision insurance coverage for themselves and eligible family members for up to 12 months.

The key updates include adding voluntary termination for "good reason" as a qualifying event for benefits and extending the plan's duration indefinitely until the Board of Directors terminates it, replacing the previous three-year term.

This filing reports on the amendment of an existing program. It does not, by itself, indicate that a 'change in control' is imminent. Such programs are standard corporate governance tools to retain key executives during periods of uncertainty or potential acquisition.