|
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;
-2-
(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.
-3-
(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, policy, practice, or the like,
severance payments and benefits due to Executive under this
Agreement will be correspondingly reduced (and
vice-versa).
7. Conditions to Receipt of Severance; No Duty to
Mitigate .
(a) Separation Agreement and Release of Claims . The
receipt of any severance pursuant to Section 6 will be subject
to Executive signing and not revoking a separation agreement and
mutual release of claims in a form
|
