8-KLeadership ChangesExhibits & Filings

Autodesk, Inc. 8-K Report, Executive Changes (Aug 30, 2018)

Filed August 30, 2018For Securities:ADSK

Summary

Autodesk, Inc. (ADSK) filed an 8-K on August 30, 2018, detailing the adoption of the Autodesk Inc. Severance Plan by its Compensation and Human Resources Committee on August 27, 2018. This new plan is designed to provide severance benefits to designated executive officers and senior vice presidents (excluding the CEO) in the event of an Involuntary Termination (termination without Cause or resignation for Good Reason). The severance package is comprehensive, including a lump sum payment equivalent to 1.5 times base pay plus target annual bonus, accelerated vesting of time-based RSUs (12 months), continued vesting of performance-based RSUs, a COBRA subsidy for 12 months, and 18 months of outplacement services. Importantly, the plan does not guarantee excise tax payments under Section 280G of the IRC; instead, benefits will be adjusted to avoid such taxes if they are less economically disadvantageous to the employee. Receipt of benefits is contingent on signing a release of claims and adhering to non-disparagement, non-solicitation, and confidentiality covenants. The plan is terminable or amendable by the Board, though not in a way that negatively impacts an already eligible employee's benefits.

Key Highlights

  • 1Autodesk adopted a new Severance Plan for eligible executive officers and senior vice presidents, effective August 27, 2018.
  • 2The plan provides significant severance benefits upon an 'Involuntary Termination' (termination without Cause or resignation for Good Reason).
  • 3Key benefits include 1.5x base pay plus target bonus, accelerated vesting of time-based RSUs (12 months), and continued performance-based RSU vesting.
  • 4Employees will also receive a 12-month COBRA subsidy and 18 months of outplacement services.
  • 5The plan includes provisions to manage potential excise taxes under Section 280G of the IRC by reducing benefits if it is more economically favorable to the employee.
  • 6Receipt of severance is conditional upon signing a release of claims and adhering to restrictive covenants (non-disparagement, non-solicitation, confidentiality).
  • 7The Board retains the right to amend or terminate the plan, but cannot negatively alter benefits for already eligible employees without their consent.

Frequently Asked Questions

The primary purpose of the Autodesk Inc. Severance Plan is to provide a structured set of severance benefits to eligible executive officers and senior vice presidents in the event their employment is terminated without Cause or they resign for Good Reason. This aims to offer financial security and support during career transitions for key personnel.

An 'Involuntary Termination' is defined as either a termination of employment by the Company without Cause, or a resignation by the Eligible Employee for Good Reason. Both scenarios trigger eligibility for severance benefits under the plan, provided other conditions are met.

Eligible employees will receive a lump sum payment equal to one and one-half (1.5) times their base pay plus one and one-half (1.5) times their target annual cash bonus incentive amount, calculated as of the termination date. Additionally, there is accelerated vesting of time-based RSUs by 12 months and continued vesting of performance-based RSUs.

Yes, eligible employees must grant a release of all claims against Autodesk and comply with specific non-disparagement, non-solicitation, and confidentiality covenants. These conditions are necessary for the receipt of all payments and benefits under the plan.