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;
(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.
(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