Exhibit 10.1
AUTODESK, INC.
CAROL A. BARTZ EMPLOYMENT
AGREEMENT
This Employment Agreement (the
“Agreement”) is entered into as of January 19,
2007, by and between Autodesk, Inc. (the “Company”) and
Carol A. Bartz (“Executive”). This Agreement replaces
and supersedes the agreement dated April 7, 1992, between the
Company and Executive, which is terminated effective upon the
signing of this Agreement.
1. Duties and Scope of
Employment .
(a) Positions and Duties .
Effective May 1, 2006 (the “Commencement Date”),
Executive ceased serving as the Company’s president and chief
executive officer and became the Company’s Executive
Chairman, an executive officer of the Company. As of the
Commencement Date, Executive will continue to serve as Chairman of
the Company’s Board of Directors (the “Board”),
reporting to the Board, and will have certain operational duties,
reporting to the President and Chief Executive Officer.
Executive’s operational duties will include activities
focused on improving the business climate for the Company around
the world, and enhancing relationships with the Company’s key
customers, partners and investors (“Operational
Duties”), and such other duties consistent with her position
as may be reasonably assigned to her by the Board or the Chief
Executive Officer. 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
Commencement 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 tender her resignation from
the Board (and all other positions held at the Company and its
affiliates) effective as of the end of Executive’s employment
and Executive, at the Board’s request, will execute any
documents necessary to reflect her resignation.
(c) Obligations . During the
Employment Term, Executive will be deemed a part-time employee,
devoting at least twenty (20) hours per week on average over
the calendar year to the Company and she 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 interests 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 currently serves as a member of the Boards of Directors
of Cisco Systems, Inc. and Network Appliance, Inc. 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 benefits depending upon the
circumstances of Executive’s termination of
employment.
3. Compensation .
(a) Salary . As of the
Commencement Date, the Company will pay Executive an annual salary
of $500,000 as compensation for her services (such annual salary,
as is then effective, to be referred to herein as
“Salary”). The Salary will be paid periodically in
accordance with the Company’s normal payroll practices and be
subject to the usual, required withholdings.
(b) Bonuses . Executive
voluntarily agrees to receive no prorated bonus compensation for
the fiscal year ending January 31, 2007, and will not
participate in the Company’s Executive Incentive Plan for
executive officers.
(c) Stock Options . As of the
Commencement Date, Executive will no longer receive grants of
options customarily granted to executive officers. After the fiscal
year ending January 31, 2007, Executive may be granted stock
options or other equity grants in the discretion of the Board.
During the Employment Term, Executive’s currently outstanding
stock options, as set forth on Schedule I hereto, will continue to
vest in accordance with their terms.
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, 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 4 weeks of paid annual vacation.
Executive will be provided with office space at the Company’s
headquarters appropriate to her position and full-time
administrative support.
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. Severance Benefits
.
(a) Post Employment Health
Insurance . At the end of the Employment Term, the Company will
continue to provide Executive and her eligible dependents health
and dental insurance on the following basis:
(i) If Executive validly elects to
continue coverage under the Consolidated Omnibus Budget
Reconciliation Act (COBRA”), the Company will reimburse
Executive for premiums paid for continued health benefits for
Executive (and for eligible dependents) under the Company’s
health plans for a period of twelve (12) months;
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(ii) After Executive’s
coverage under COBRA ends and prior to her reaching the age of 65,
the Company will pay for premiums payable for insurance providing
health and dental benefits to Executive (and her eligible
dependents) substantially comparable to those provided under the
Company’s plan, and in addition will pay for a primary
physician under a concierge plan and a medical advocacy service to
assist in processing claims; and
(iii) After Executive reaches the
age of 65, Medicare shall become the primary health care provider,
provided that the Company shall pay the cost of a supplemental
insurance to maintain the same level of health coverage specified
in (ii) above and will continue to pay the cost of a primary
physician concierge plan and medical advocacy service specified in
(ii) above.
This coverage will end upon
Executive’s death or her becoming eligible under another
employer’s health benefit plan or program; provided, that, if
there has been no termination of coverage at the time of
Executive’s death, coverage will continue to be provided to
her spouse to the extent reasonably possible. The continued health
and dental coverage will be subject to Executive signing and not
revoking a separation and release of claims and abiding by the
terms of a one year of a non-competition and non-solicitation
agreement in a form reasonably acceptable to the
Company.
(b) Termination Without Cause or
Resignation for Good Reason . If Executive’s employment
is terminated by the Company without Cause or by Executive for Good
Reason, then, subject to Section 7, Executive will receive:
(i) continued coverage for Executive and Executive’s
eligible dependents under the Company’s health insurance plan
or a substantially comparable plan to the extent provided in
subparagraph (a) above, and (ii) immediate vesting of all
unvested stock options then held by Executive. Upon a Change of
Control of the Company, (x) Executive will receive the
immediate vesting of all unvested stock options that are then held
by Executive, and (y) Executive will receive any additional
benefits described in the Autodesk, Inc. Executive Change in
Control Program as amended and restated March 31,
2006.
(c) Voluntary Termination without
Good Reason; Termination for Cause . If Executive’s
employment with the Company terminates voluntarily by Executive
without Good Reason or is terminated for Cause by the Company, then
(i) all further vesting of Executive’s outstanding stock
options will terminate immediately, (ii) all payments of
compensation by the Company to Executive hereunder will terminate
immediately (except as to amounts already earned),
(iii) Executive will be paid all accrued but unpaid salary,
vacation, any earned bonuses, expense reimbursements and other
benefits due to Executive through her termination date under any
Company-provided or paid plans, policies, and arrangements, and
(iv) except as provided in subparagraph (a) above,
Executive will be eligible for severance benefits only in
accordance with the Company’s then established policies and
practices.
(d) Termination due to Death or
Disability . If Executive’s employment terminates by
reason of death or Disability, then (i) Executive will be
entitled to receive benefits only in accordance with the
Company’s then applicable plans, policies, and arrangements,
and (ii) Executive’s outstanding unvested stock options
will accelerate and fully vest.
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(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 her employment. To the extent Executive receives
severance or similar payments and/or benefits under any other
Company plan, program, agreement, polic
