8-KLeadership ChangesExhibits & Filings

Autodesk, Inc. 8-K Report, Executive Changes (Jul 27, 2007)

Filed July 27, 2007For Securities:ADSK

Summary

Autodesk, Inc. (ADSK) filed an 8-K report on July 27, 2007, detailing amendments to stock option agreements for certain executive officers, primarily to comply with Section 409A of the Internal Revenue Code. These amendments aim to rectify issues arising from previously granted stock options with exercise prices below the fair market value on their grant dates, which could have led to unfavorable tax consequences for the executives. The company is increasing the exercise price of certain unexercised stock options to align with the fair market value at the time of grant. In exchange for this adjustment, executives who are U.S. employees will receive a cash payment equal to the incremental increase in the exercise price. Canadian employees will receive 150% of this incremental increase. A specific payment, not exceeding $350,000, was also authorized for George "Ken" Bado, a named executive officer, to ensure he is in the same after-tax position as if he had participated in Section 409A compliance relief programs, from which executive officers were prohibited.

Key Highlights

  • 1Autodesk is amending stock option agreements for certain executive officers to comply with Section 409A tax regulations.
  • 2The amendments will increase the exercise price of eligible unexercised stock options to reflect the fair market value at the grant date.
  • 3U.S. employee executives will receive cash compensation equal to the difference in exercise price increase.
  • 4Canadian employee executives will receive 150% of the difference in exercise price increase.
  • 5A total of 459,394 shares are affected by these option amendments.
  • 6The aggregate cash payments for these option amendments are approximately $583,000.
  • 7A separate payment of up to $350,000 was authorized for George "Ken" Bado to address adverse tax consequences under Section 409A compliance programs.

Frequently Asked Questions

The primary reason is to ensure compliance with Section 409A of the Internal Revenue Code, which governs deferred compensation. Previously issued stock options had exercise prices below the fair market value on their grant dates, which could have resulted in significant adverse tax consequences for the executive officers upon vesting. These amendments aim to rectify that situation.

Executive officers holding these 'Eligible Options' will have their exercise prices increased to the fair market value at the grant date. In compensation for this increase, they will receive a cash payment. U.S. employees will be paid the exact amount of the price increase, while Canadian employees will receive 150% of the price increase. This is intended to put them in a comparable financial position without incurring the unfavorable tax penalties.

The aggregate cash payments to be made to eligible executives for these option amendments are approximately $583,000. This total includes adjustments for both U.S. and Canadian employees, with Canadian employees receiving a higher percentage of the adjustment.

Yes, a separate payment not exceeding $350,000 was authorized for George "Ken" Bado, a named executive officer. This payment is intended to place him in the same after-tax financial position as if he had been allowed to participate in Section 409A compliance relief programs, from which executive officers were excluded.