AUTODESK, INC. 2005 NON-QUALIFIED DEFERRED COMPENSATION PLAN

Exhibit 10.1

AUTODESK, INC.

2005 NON-QUALIFIED

DEFERRED COMPENSATION PLAN

As Amended and Restated

Effective as of January 1, 2008

TABLE OF CONTENTS

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AUTODESK, INC. 2005 NON-QUALIFIED DEFERRED COMPENSATION PLAN

Autodesk, Inc. (the “ Company, ” as further defined in Section 1.2(h)) maintains the Autodesk, Inc. 2005 Non-Qualified Deferred Compensation Plan (the “ Plan ”), as amended and restated effective January 1, 2008, consisting of the following provisions, for the exclusive benefit of the participants and their beneficiaries. The Plan is effective with respect to amounts subject to deferral elections made in 2004 and thereafter which would otherwise have been payable on or after January 1, 2005 (the “ Effective Date ”).

RECITALS

1. The Company wishes to maintain this supplemental retirement plan for the benefit of a select group of management or highly compensated employees of the Company.

2. The Company wishes to provide that the supplemental retirement plan shall be designated the Autodesk, Inc. 2005 Non-Qualified Deferred Compensation Plan.

3. The Company wishes to provide under the Plan for the payment of accrued vested benefits to Plan participants and their beneficiaries.

4. Under the Plan, the Company is obligated to pay vested accrued benefits to the Plan participants and their beneficiaries from the Company’s general assets.

5. The Company has entered into an agreement (the “ Trust Agreement ”) with Vanguard Fiduciary Trust Company dated November 29, 2002, as amended, appointing a trustee (the “ Trustee ”) under an irrevocable trust (the “ Trust ”) to be used in connection with the Plan.

6. The Company intends to make contributions to the Trust so that such contributions will be held by the Trustee and invested, reinvested and distributed, all in accordance with the provisions of the Plan and the Trust Agreement.

7. The Company intends that amounts contributed to the Trust and the income thereon shall be used by the Trustee to satisfy the liabilities of the Company under the Plan with respect to each Plan participant for whom an Account has been established and such utilization shall be in accordance with the procedures set forth herein.

8. The Company intends that the Trust be a “grantor trust” with the principal and income of the Trust treated as assets and income of the Company for Federal and state income tax purposes.

9. The Company intends that the assets of the Trust shall at all times be subject to the claims of the general creditors of the Company, as provided in the Trust Agreement.

10. The Company intends that the existence of the Trust shall not alter the characterization of the Plan as “unfunded” for purposes of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), and shall not be construed to provide income to Plan participants under the Plan prior to actual payment of the vested accrued benefits thereunder.

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NOW THEREFORE , the Company hereby adopts the Plan as follows:

ARTICLE I

TITLE AND DEFINITIONS

1.1 Title . This Plan shall be known as the Autodesk, Inc. 2005 Non-Qualified Deferred Compensation Plan.

1.2 Definitions . Whenever the following words and phrases are used in this Plan, with the first letter capitalized, they shall have the meanings specified below:

(a) “ Account ” means, for each Participant, the bookkeeping account maintained by the Committee that is credited with amounts equal to (1) the Participant’s Compensation Deferrals, (2) Discretionary Contributions, if any, made to the Plan for the Participant’s benefit, and (3) adjustments to reflect Income, and reduced by distributions or withdrawals, if any, made by the Participant.

(b) “ Annual Enrollment Period ” means the period approximately one month prior to the beginning of each Plan Year, in which Eligible Employees are able to enroll in the Plan for the upcoming Plan Year by submitting an Enrollment Form. The actual Annual Enrollment Period for each Plan Year shall be determined by the Committee in accordance with applicable law and rules promulgated under the Code.

(c) “ Beneficiary ” or “ Beneficiaries ” means the beneficiary last designated in writing by a Participant in accordance with procedures established by the Committee from time to time to receive the benefits specified hereunder in the event of the Participant’s death. No Beneficiary designation shall become effective until it is filed with the Committee. In the event that a proper Beneficiary designation is not on file with the Committee or is otherwise not legally effective, the Beneficiary shall be the Participant’s surviving spouse, if any, or if there is no surviving spouse, the Participant’s estate.

(d) “ Board of Directors ” or “ Board ” means the Board of Directors of the Company.

(e) “ Change Form ” means such hard copy and/or electronic form as may be provided by the Committee to permit an Eligible Employee to change certain Distribution Elections in accordance with Section 7.1(c), herein, applicable law and rules promulgated under the Code.

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(f) “ Code ” means the Internal Revenue Code of 1986, as amended. Reference to a section of the Code includes such section and any comparable section or sections of any future legislation that amends, supplements or supersedes such section.

(g) “ Committee ” shall mean those individuals selected by the Board to administer the Plan as defined in Section 8.1.

(h) “Company ” means Autodesk, Inc., any successor corporation by merger, consolidation or otherwise, any entity that is directly or indirectly controlled by the Company, any entity in which the Company has a significant equity or investment interest, or any subsidiary of the Company, as determined by the Committee.

(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) paid to an Eligible Employee in addition to Salary during the Plan Year.

(j) “ Compensation Deferrals ” means the amount of Compensation deferred under the Plan pursuant to Section 3.1.

(k) “ Deferral Election ” shall mean a Participant’s Compensation Deferrals specified on the Enrollment Form provided by the Committee during an Enrollment Period for a given Plan Year as set forth in Section 3.1.

(l) “ Disability ” means the occurrence of the following event: A Participant has, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, received income replacement benefits of not less than 3 months under the Company’s long-term disability plan. This definition shall be interpreted consistent with Code Section 409A (a)(2)(C).

(m) “ Discretionary Contributions ” are contributions made to an Account or specific Plan Year Account(s) by the Company, if any, as defined in Section 3.2.

(n) “ Distributable Amount ” means the entire amount credited to a Participant’s Account or Plan Year Account. Such amount shall be valued on the date the distribution is made to the Participant under Article VII.

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(o) “ Distribution Election ” shall mean a Participant’s selected Distribution Event (s) and form of distribution of his or her Account or one or more Plan Year Account(s) as specified on his or her Enrollment Form or Change Form in accordance with the provisions of Article 7.

(p) “ Distribution Event ” means, with respect to each Participant, the applicable date or event specified by the Participant on his or her Enrollment Form pursuant to Section 7.1 (a ) , or the death or Disability of the Participant .

(q) “ Eligible Employee ” means an Employee who is designated by the Board of Directors as an eligible employee, taking into consideration applicable regulations, rulings or other pronouncements by the Internal Revenue Service and Department of Labor regarding “highly compensated employees.”

(r) “ Employee ” means a common law employee of the Company as reflected at the relevant time on the Company’s payroll records, notwithstanding any later reclassification.

(s) “ Enrollment Form ” shall mean such hard copy and/or electronic enrollment form as may be provided by the Committee from time to time to Eligible Employees during the Annual Enrollment Period or the Initial Enrollment Period.

(t) “ Enrollment Period ” means the Initial Enrollment Period and the Annual Enrollment Period.

(u) “ Fund ” or “ Funds ” means one or more of the investment funds selected by the Committee pursuant to Section 3.3.

(v) “ Income ” means the Investment Returns from Fund investments credited to a Participant’s Account, as defined in Section 4.1(c).

(w) “ Initial Enrollment Period ” means, during a Plan Year, the thirty (30) days following an Eligible Employee’s first receipt of notification of eligibility to participate in the Plan.

(x) “ Investment Return ” means, for each Fund, an amount equal to the pre-tax rate of income or loss on the assets of such Fund (net of applicable fund and investment charges) during each valuation period, but not less frequently than monthly.

(y) “ Key Employee ” means a “key employee” as defined in Code Section 416(i) without regard to paragraph 5 thereof.

(z) “ Participant ” means any Eligible Employee who elects to defer Compensation in accordance with Section 3.1.

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(aa) “ Payment Commencement Date ” means a date that is within ninety (90) days after the Participant has a Distribution Event.

(bb) “ Plan ” means the Autodesk, Inc. 2005 Non-Qualified Deferred Compensation Plan set forth herein, now in effect, or as amended from time to time.

(cc) “ Plan Year ” means the twelve (12) consecutive month period beginning each January 1 ^st and ending December 31 ^st , with the first Plan Year beginning on the Effective Date.

(dd) “ Plan Year Account ” means the sub-account of and Account relating to a specific Plan Year.

(ee) “ Retirement ” means the date of a Participant’s separation from service (as determined pursuant to Section 409A(2)(A) of the Code and the Treasury Regulations issued thereunder) with the Company on or after attainment of age sixty-five (65; provided, however, that, in the case of a Key Employee who is treated as a specified employee for purposes of Code Section 409A and the Treasury Regulations issued thereunder, payment of such Participant’s benefit upon Retirement shall not be made before that date that is six (6) months and one day following the Participant’s separation from service or, if earlier, upon the death of the Participant.

(ff) “Termination” means the date of a Participant’s separation from service (as determined pursuant to Section 409A(2)(A) of the Code and the Treasury Regulations issued thereunder) with the Company, other than Retirement; provided, however , that in the case of a Key Employee who is treated as a specified employee for purposes of Code Section 409A and the Treasury Regulations issued thereunder, payment of such Participant’s benefit upon Termination shall not be before the date that is six (6) months and one day following the Participant’s separation from service or, if earlier, upon the death of the Participant.

ARTICLE II

PARTICIPATION

2.1 Eligibility . An Eligible Employee shall be eligible to participate in the Plan during each Enrollment Period. No individual may become a Participant, however, if he or she is not an Eligible Employee on the date his or her participation is to begin.

2.2 Change of Employment Category . During any Plan Year in which a Participant remains in the employ of the Company but ceases to be an Eligible Employee, he or she shall not be eligible to make further Compensation Deferrals hereunder. Contributions made while an Eligible Employee shall remain in the Plan until distributed pursuant to a Distribution Event in accordance with the terms of the Plan.

2.3 Participation . An Eligible Employee shall become a Participant by completing an Enrollment Form electing to defer a portion of his or her Compensation in accordance with Section 3.1.

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ARTICLE III

DEFERRAL ELECTIONS

3.1 Elections to Defer Compensation .

(a) Deferral Elections . In accordance with the rules established by the Committee and subject to requirements of the Code and Section 7.1 below, a Participant may make a Deferral Election to defer up to 100% of Compensation relating to services to be performed in the year(s) following the end of the taxable year in which the deferral election is made. A Deferral Election made before the end of a given calendar year may relate to (1) Salary for services to be performed in the following Plan Year, (2) Commissions earned for services to be performed in the following Plan Year and/or (3) Bonuses relating to services to be performed during the Company’s fiscal year beginning in the following Plan Year. Notwithstanding the foregoing, however, the Committee may permit a deferral election for a Bonus to be made up until 6 months before the end of the 1