Exhibit 10.2
AMENDMENT TO THE
AUTODESK, INC.
2005 NON-QUALIFIED DEFERRED
COMPENSATION PLAN
AS AMENDED AND RESTATED EFFECTIVE
AS OF JANUARY 1, 2008
Pursuant to the authority reserved
to the Deferred Compensation Committee of the Board of Directors
(the “ Committee ”) of Autodesk, Inc., a
Delaware corporation (the “ Company ”), under
Section 9.4 of the Autodesk, Inc. 2005 Non-Qualified Deferred
Compensation Plan, as amended and restated (the “ Plan
”), effective as of July 11, 2008, the Committee hereby
amends the Plan as follows.
Section 1.2(i) of the Plan is
hereby amended in its entirety to read as follows:
“(i) “
Compensation ” means the Salary, Commissions and Bonus
earned by the Participant for services rendered to the Company.
“ Salary ” means the Eligible Employee’s
base salary for the Plan Year, and excludes any other form of
compensation such as restricted stock, proceeds from stock options,
stock appreciation rights or a stock purchase plan, severance
payments, moving expenses, car or other special allowance, or any
other amounts included in an Eligible Employee’s taxable
income that is not compensation for services. “
Commissions ” means any cash-based commission earned
by an Eligible Employee during the Plan Year. “ Bonus
” means any cash-based incentive compensation (other than
Commissions) earned by an Eligible Employee in addition to Salary
during the Plan Year, notwithstanding any deferral elections made
under the Company’s Equity Incentive Deferral
Plan.”
Section 3.1(d) of the Plan is
hereby amended in its entirety to read as follows:
“(d) Irrevocable
Election . Once made, Deferral Elections shall remain in force
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