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Exhibit 10.1
AUTODESK, INC.
CARL BASS EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is entered into as
of December 14, 2006, by and between Autodesk, Inc. (the
"Company") and Carl Bass ("Executive").
1. Duties and Scope of Employment .
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(a) Positions and Duties . Effective May 1, 2006
(the "Effective Date"), Executive will serve as the Company’s
President and Chief Executive Officer. Executive will report to the
Company’s Board of Directors (the "Board"). As of the
Effective Date, Executive will render such business and
professional services in the performance of his duties, consistent
with Executive’s position in the Company, as are reasonably
assigned to him by the Board. The period Executive is employed by
the Company under this Agreement is referred to herein as the
"Employment Term."
(b) Board Membership . Executive will continue to serve
as a member of the Board as of the Effective Date. Thereafter, at
each annual meeting of the Company’s stockholders during the
Employment Term, the Company will nominate Executive to serve as a
member of the Board. Executive’s service as a member of the
Board will be subject to any required stockholder approval. Upon
the termination of Executive’s employment for any reason,
unless otherwise requested by the Board, Executive will be deemed
to have resigned from the Board (and all other positions held at
the Company and its affiliates) voluntarily and without further
action from the Board, effective as of the end of Executive’s
employment, and Executive, at the Board’s request, will
execute any documents necessary to reflect his resignation.
(c) Obligations . During the Employment Term, Executive
will devote his full business time and efforts to the Company and
he will use good faith efforts to discharge Executive’s
obligations under this Agreement to the best of Executive’s
ability and in accordance with each of the Company’s ethics
guidelines, conflict of interest policies and Code of Business
Conduct. For the duration of the Employment Term, Executive agrees
not to actively engage in any other employment, occupation, or
consulting activity for any direct or indirect remuneration without
the prior approval of the Board (which approval will not be
unreasonably withheld); provided, however, that Executive may,
without the approval of the Board, serve in any capacity with any
civic, educational, or charitable organization, provided such
services do not interfere with Executive’s obligations to
Company. Executive may also serve, without the prior approval of
the Board, as a member of the board of directors of two publicly
traded companies (other than the Company) and such service will not
constitute a violation of this Section 1(c).
2. At-Will Employment . Executive and the Company agree
that Executive’s employment with the Company constitutes
"at-will" employment. Executive and the Company acknowledge that
this employment relationship may be terminated at any time, upon
thirty (30) days written notice to the other party, with or
without good cause or for any or no cause, at the option either of
the Company or Executive. However, as described in this Agreement,
Executive may be entitled to severance and other benefits depending
upon the circumstances of Executive’s termination of
employment.
3. Compensation .
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(a) Base Salary . As of the Effective Date, the Company
will pay Executive an annual salary of $700,000 as compensation for
his services (such annual salary, as is then effective, to be
referred to herein as "Base Salary"), prorated for the remainder of
fiscal year 2007. The Base Salary will be paid periodically in
accordance with the Company’s normal payroll practices and be
subject to the usual, required withholdings.
(b) Annual Incentive . Executive will be eligible to
receive annual cash incentive compensation payable for the
achievement of performance goals established by the Board or by the
Compensation Committee of the Board (the "Committee") under the
Company’s Executive Incentive Plan ("EIP"). During the
Employment Term, Executive’s target annual incentive ("Target
Annual Incentive") under the EIP will be not less than 100% of Base
Salary and shall otherwise be subject to the terms of the EIP. The
actual earned annual cash incentive, if any, payable to Executive
for any performance period will depend upon the extent to which the
applicable performance goals specified by the Committee are
achieved or exceeded as set forth in the EIP. For the last three
quarters of fiscal year 2007, Executive’s Target Annual
Incentive will be set at 100% of Base Salary. Any incentive earned
during the last three quarters of fiscal 2007 will be pro-rated
such that Executive’s Target Incentive will be 100% of Base
Salary for 75% of that amount, if any, under the EIP.
(c) Stock Options . As of the Effective Date, Executive
will continue to be eligible to receive grants of options or other
equity awards customarily granted to executive officers, at the
sole discretion of the Board or the Committee.
4. Employee Benefits . During the Employment Term,
Executive will be eligible to participate in accordance with the
terms of all Company employee health and dental insurance and other
benefit plans, policies, and arrangements that are applicable to
other senior executives of the Company, as such plans, policies,
and arrangements may exist from time to time. Executive will be
entitled to four (4) weeks of paid annual vacation.
5. Expenses . The Company will reimburse Executive for
reasonable travel, entertainment, and other expenses incurred by
Executive in the furtherance of the performance of
Executive’s duties hereunder, in accordance with the
Company’s expense reimbursement policy as in effect from time
to time.
6. Termination of Employment . In the event
Executive’s employment with the Company terminates for any
reason, Executive will be entitled to any (a) unpaid Base
Salary accrued up to the effective date of termination;
(b) unpaid, but earned and accrued annual incentive
compensation for any completed fiscal year as of his termination of
employment; (c) pay for accrued but unused vacation;
(d) benefits or compensation as provided under the terms of
any employee benefit and compensation agreements or plans
applicable to Executive; (e) unreimbursed business expenses
required to be reimbursed to Executive, and (f) rights to
indemnification Executive may have under the Company’s
Certificate of Incorporation, Bylaws, or separate indemnification
agreement, as applicable ("Indemnification Rights"). In addition,
if the termination is by the Company without Cause or Executive
resigns for Good Reason, Executive will be entitled to the amounts
and benefits specified in Section 7.
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7. Severance .
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(a) Termination Without Cause or Resignation for Good Reason
other than in Connection with a Change of Control . If
Executive’s employment is terminated by the Company without
Cause or if Executive resigns for Good Reason, and such termination
is not in Connection with a Change of Control, then, subject to
Section 8, Executive will receive: (i) continued payment
of the aggregate of Executive’s Base Salary plus the Target
Annual Incentive for the year in which the termination occurs (less
applicable tax withholdings) for twelve (12) months, such
amounts to be paid out in accordance with the Company’s
normal payroll policies; (ii) twelve (12) months
accelerated vesting with respect to Executive’s then
outstanding, unvested equity awards (other than any awards that
vest based on performance), (iii) a period of not less than
six (6) months to exercise any vested stock options that were
granted to Executive by the Company on or after the date of this
Agreement (provided that such options shall expire, if earlier, on
the date when they would have expired if Executive’s
employment had not terminated) and (iv) if Executive validly
elects to continue coverage under the Consolidated Omnibus Budget
Reconciliation Act ("COBRA), reimbursement for premiums paid for
continued health benefits for Executive (and any eligible
dependents) under the Company’s health plans, payable when
such premiums are due until the earlier of (A) twelve
(12) months or (B) the date upon which Executive and
Executive’s eligible dependents become covered under similar
plans. The severance payments under this Subsection (a) shall
in no event commence prior to the earliest date permitted by
Section 409A(a)(2) of the Internal Revenue Code of 1986, as
amended (the "Code"). If the commencement of such severance
payments must be delayed, as determined by the Company, then the
deferred installments shall be paid in a lump sum on the earliest
practicable date permitted by Section 409A(a)(2) of the
Code.
(b) Termination Without Cause or Resignation for Good Reason
in Connection with a Change of Control . If Executive’s
employment is terminated by the Company without Cause or by
Executive for Good Reason, and the termination is in Connection
with a Change of Control, then, subject to Section 8,
Executive will receive: (i) a lump sum payment in an amount
equal to 100% of the aggregate of Executive’s annual Base
Salary plus the Target Annual Incentive for the year in which the
termination occurs (less applicable tax withholdings);
(ii) each of Executive’s then outstanding unvested stock
options and any other equity awards (other than any awards that
vest based on performance), shall partially accelerate and become
vested and exercisable for a number of shares that would have
otherwise vested within the twenty-four (24) months following
such termination of employment; (iii) a period of not less
than six (6) months to exercise any vested stock options that
were granted to Executive by the Company on or after the date of
this Agreement (provided that such options shall expire, if
earlier, on the date when they would have expired if
Executive’s employment had not terminated); and (iv) if
Executive validly elects to continue coverage under COBRA,
reimbursement for premiums paid for continued health benefits for
the Executive (and any eligible dependents) under the
Company’s health plans, payable when such premiums are due
until the earlier of (A) twelve (12) months or
(B) the date upon which Executive and Executive’s
eligible dependents become covered under similar plans. The
severance payment under this Subsection (b) shall be made
within five (5) business days after Executive’s
employment terminates, except that such payment shall in no event
be made prior to the earliest date permitted by
Section 409A(a)(2) of the Code. If such payment must be
delayed, as determined by the Company, then such payment shall be
made on the earliest practicable date permitted by
Section 409A(a)(2) of the Code.
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(c) Voluntary Termination Without Good Reason
or Termination for Cause . If Executive’s employment is
terminated voluntarily, including due to death or Disability,
without Good Reason or is terminated for Cause by the Company,
then, except as provided in Section 6, (i) all further
vesting of Executive’s outstanding equity awards will
terminate immediately; (ii) all payments of compensation by
the Company to Executive hereunder will terminate immediately, and
(iii) Executive will be eligible for severance benefits only
in accordance with the Company’s then established
plans.
(d) Termination due to Death or Disability . If
Executive’s employment terminates by reason of death or
Disability, then Executive will be entitled to receive benefits
only in accordance with the Company’s then applicable plans,
policies, and arrangements.
(e) Sole Right to Severance . This Agreement is intended
to represent Executive’s sole entitlement to severance
payments and benefits in connection with the termination of his
employment, except as may be provided in the Company’s
Executive Change in Control Program as amended and restated
March 31, 2006 (the "Program"). To the extent Executive
receives severance or similar payments and/or benefits under any
other Company plan, program, agreement, policy, practice, or the
like, severance payments and benefits due to Executive under this
Agreement will be correspondingly reduced (and vice-versa), and to
the extent of any conflict between the terms of this Agreement and
the terms of the Program, the terms of this Agreement shall
prevail.
8. Conditions to Receipt of Severance; No Duty to
Mitigate .
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(a) Separation Agreement and Release of Claims . The
receipt of any severance pursuant to Section 7 will be subject
to Executive signing and not revoking a separation agreement and
release of claims in the form attached hereto as Exhibit A. No
severance or other benefits hereunder will be paid or provided
until the separation agreement and release agreement becomes
effective. Executive shall not be required to release the
Indemnification Rights.
(b) Non-solicitation and Non-competition . The receipt of
any severance or other benefits pursuant to Section 7(a) will
be subject to Executive agreeing that during the Employment Term
and Continuance Period, Executive will not (i) solicit any
employee of the Company (other than Executive’s personal
assistant) for employment other than at the Company, or
(ii) directly or indirectly engage in, have any ownership
interest in or participate in any entity that as of the date of
termination, competes with the Company in any substantial business
of the Company or any business reasonably expected to become a
substantial business of the Company. Executive’s passive
ownership of not more than 1% of any publicly traded company and/or
5% ownership of any privately held company will not constitute a
breach of this Section 8(b).
(c) Nondisparagement . During the Continuance Period,
Executive will not knowingly and materially disparage, criticize,
or otherwise make any derogatory statements regarding the Company,
and the Company, in its official statements, will not and will
instruct the members of the Board and executive officers not to,
knowingly and materially disparage, criticize, or otherwise make
derogatory statements regarding Executive. Notwithstanding the
foregoing, nothing contained
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in this agreement will be deemed to restrict
Executive, the Company or any of the Company’s current or
former officers and/or directors from providing information to any
governmental or regulatory agency (or in any way limit the content
of any such information) to the extent they are requested or
required to provide such information pursuant to applicable law or
regulation.
(d) Other Requirements . Executive’s receipt of
continued severance payments will be subject to Executive
continuing to comply with the terms of the Confidential Information
Agreement and the provisions of this Section 8.
(e) No Duty to Mitigate . Executive will not be required
to mitigate the amount of any payment contemplated by this
Agreement, nor will any earnings that Executive may receive from
any other source reduce any such payment.
9. Definitions .
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(a) Cause . For purposes of this Agreement, "Cause"
means: (i) Executive’s engagement in acts of
embezzlement, dishonesty or moral turpitude; (ii) the
conviction of Executive for having committed a felony; (iii) a
breach by Executive of Executive’s fiduciary duties and
responsibilities to the Company that result in a material adverse
effect on the Company’s business, operations, prospects or
reputation; or (iv) gross negligence or bad faith as
reasonably determined by the Board; provided that if any of the
foregoing events is capable of being cured, the Company will
provide written notice of Executive describing the nature of such
event and Executive will thereafter have 30 days to cure such
event. The foregoing shall not be deemed an exclusive list of the
acts or omissions that the Company may consider as grounds for the
termination of Executive’s employment, but it is an exclusive
list of the acts or omissions that shall be considered "Cause" for
the termination of Executive’s employment by the Company.
(b) Change of Control . For purposes of this Agreement,
"Change of Control" means (i) any "person" (as such term is
used in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934) becomes the "beneficial owner" (as defined in Rule 13d-3 of
the Securities Exchange Act of 1934), directly or indirectly, of
securities of the Company representing fifty percent (50%) or
more of the total voting power represented by the Company’s
then outstanding voting securities; or (ii) the consummation
of the sale or disposition by the Company of all or substantially
all of the Company’s assets; or (iii) the consummation
of a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would
result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities
of the surviving entity or its parent) at least sixty percent
(60%) of the total voting power represented by the voting
securities of the Company or such surviving entity or its parent
outstanding immediately after such merger or consolidation; or
(iv) a change in the composition of the Board, as a result of
which less than a majority of the Directors are Incumbent
Directors. "Incumbent Directors" shall mean Directors who either
(A) are Directors of the Company as of the date hereof, or
(B) are elected, or nominated for election, to the Board with
the affirmative votes of at least a majority of those Directors
whose election or nominatio
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