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 .
(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 .
(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 .
(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 .
(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 .
(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 o
