Stockholder Rights. A holder of restricted stock ~~unit agreement between~~will have the ~~participant~~full voting rights of a holder of Common Stock, unless determined otherwise by the Administrator. A holder of restricted stock also generally will be entitled to receive all dividends and ~~Autodesk~~other distributions paid with respect to shares of Common Stock unless otherwise provided in the Award agreement; provided, however, that dividends and isdistributions generally will be subject to the ~~following terms and conditions:~~same vesting criteria as the shares of restricted stock upon which the dividend or distribution was paid.

•

~~Section 162(m) Share Limit for Restricted Stock Units.~~ In order that Awards of restricted stock units may qualify as “performance-based compensation” under Section 162(m) of the Code, no participant may be granted more than 750,000 restricted stock units (and/or shares of restricted stock) in any fiscal year, except that up to 1,500,000 restricted stock units (and/or shares of restricted stock) may be granted in a participant’s first fiscal year of service.

•

~~Vesting and Other Restrictions.~~ Restricted stock units are Awards that result in a payment to a participant (in the form of cash, shares of Common Stock of equal value, or a combination of the two, as determined by the Administrator) only if performance goals and/or other vesting criteria established by the Administrator are achieved or the Awards otherwise vest. The applicable performance goals (which may be solely continued employment) will be determined by the Administrator, and may be applied on a company-wide, business unit, industry group or individual basis, as deemed appropriate in light of the participant’s specific responsibilities. If the Administrator desires that the Award qualify as “performance-based compensation” under Section 162(m) of the Code, the vesting criteria will be

based on a specified list of performance goals (see “Performance Goals” below for more information). Such performance goals may also be applied to awards which are not intended to comply with Section 162(m) of the Code.

Performance Goals. The Administrator (in its discretion) may make performance goals applicable to a participant with respect to an Award. AtAs provided under the current 2012 Employee Plan, at the Administrator’s discretion, performance goals with respect to awards intended to qualify as “performance-based compensation” under Section 162(m) of the Code may be based on one or more of the following ~~performance goals may apply:~~business criteria:

Earnings per share

Net income

Operating margins

Revenue

Total stockholder return

~~Each~~

In part as a consequence of ~~these~~significant changes to Autodesk's business model, including a shift in business focus to recurring revenue, announced at Autodesk's Investor Day in October 2013, we are asking, as part of this proposal, that our stockholders approve the addition of the following measures on which to base future performance goals:

•recurring revenue (including annualized)

•bookings

•billings

•number of customers

•objective customer indicators

•expenses

•cost reduction goals ~~is defined in the 2012 Employee Plan.~~

•economic value added

•cash flow (including operating cash flow or free cash flow)

•cash flow per share

•sales or revenue targets, including product or product family targets

Any criteria used may be measured, as applicable (1) on a pro forma basis (as defined in the 2012 Employee Plan), (2) in absolute terms, (3) in relative terms (including, but not limited to, the passage of time and/or against another company or companies or financial metrics), (4) on a per-share and/or share per capita basis, (5) against the performance of ~~the Company~~Autodesk as a whole or particular segments, business units, industry groups or products of ~~the Company,~~Autodesk, and/or (6) on a pre-tax or after-tax basis.

By granting Awards that vest upon achievement of ~~performance goals,~~business objectives, the Administrator may be able to preserve ~~the Company’s~~Autodesk’s deduction for certain compensation in excess of $1,000,000. Section 162(m) of the Code limits ~~the Company’s~~Autodesk’s ability to deduct annual compensation paid to our Chief Executive Officer and other “covered employees” as determined under Section 162(m) of the Code and applicable guidance to $1,000,000 per individual. However, ~~the Company~~Autodesk can preserve the deductibility of certain compensation in excess of $1,000,000 if the conditions of Section 162(m) of the Code are met. These conditions include stockholder approval of the 2012 Employee Plan, setting limits on the number of Awards that any individual may receive, and for Awards other than stock options, establishing performance criteria that must be met before the Award actually will vest or be paid. The performance goals listed above, as well as the per person limits on shares covered by Awards, permit the Administrator to grant Awards that qualify as performance-based for purposes of satisfying the conditions of Section 162(m) of the Code, thereby permitting ~~the Company~~Autodesk to receive a federal income tax deduction in connection with such Awards.

The Administrator has the ability to grant awards that do not satisfy the conditions of Section 162(m) and may do so when, in its judgment, it is appropriate to attract and retain talent.

Leave of Absence. In the event that an employee goes on a leave of absence approved by the Administrator, Award vesting will continue during such leave, except as required by law or as otherwise determined by the Administrator.

Non-Transferability of Awards. Unless otherwise determined by the Administrator, an Award granted under the 2012 Employee Plan may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the recipient, only by the recipient. If the Administrator makes an Award transferable, such Award will contain such additional terms and conditions as the Administrator deems appropriate; provided, however, that such Award may not be transferred for value.

Adjustments Upon Changes in Capitalization. In the event that our capital stock is changed by reason of any stock split, reverse stock split, stock dividend, combination or reclassification of our Common Stock or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by us, appropriate proportional adjustments will be made in the number of shares subject to the 2012 Employee Plan, the individual fiscal year limits applicable to Awards, the number of shares of stock subject to any Award outstanding under the 2012 Employee Plan, and the exercise price of any such outstanding option. Any such adjustment will be made by the Administrator, whose determination will be conclusive.

Dissolution or Liquidation. In the event of a proposed dissolution or liquidation of Autodesk, the Administrator is required to provide notice to each participant as soon as practicable prior to the effective date of such proposed transaction. The Administrator in its discretion may permit a participant to exercise his or her Award until ten (10) days prior to such transaction as to all of the shares covered by an Award. In addition, the Administrator may provide that any Company repurchase option or forfeiture rights applicable to any Award will lapse in full, and that any Award vesting will fully accelerate, provided the

proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed action.

Change of Control. In the event of a change of control, the successor corporation (or its parent or subsidiary) is required to assume or substitute each outstanding Award. If the successor corporation refuses to assume the Awards or to substitute equivalent Awards, such stock options, restricted stock and restricted stock units, will become 100% vested, all restrictions on restricted stock will lapse, and all performance goals or other vesting criteria with respect to Awards with performance-based vesting will be deemed achieved at 100% target levels and all other terms and conditions met. In such event, the Administrator is required to provide notice to the participant that each stock option subject to exercise is fully exercisable for fifteen days from the date of such notice and that the stock option terminates upon expiration of such period.

Amendment, Suspensions and Termination of the 2012 Employee Plan. Autodesk’s Board ~~of Directors~~ may at any time amend, alter, suspend or terminate the 2012 Employee Plan; provided, however, to the extent necessary and desirable to comply with any Applicable Law, ~~the Company~~Autodesk shall obtain stockholder approval of any amendment in such a manner and to such a degree as required. In addition, as noted above under the section entitled “No Repricing,” stock options may not be repriced unless stockholder approval is

obtained.

New Plan Benefits

The number of Awards (if any) that an employee may receive under the 2012 Employee Plan is in the discretion of the Administrator and therefore cannot be determined in advance. The number of equity awards granted to each of our named executive officers during the last fiscal year is set forth below under “Grants of Plan-Based Awards in Fiscal 2013.” In addition, the number of equity awards granted to each of our named executive officers during fiscal 2014 is set forth in "Fiscal 2014 Equity Awards: New PSU Plan" below under “Compensation Discussion and Analysis.” The number of equity awards granted in the future may be different from the numbers granted in fiscal 2013 and fiscal 2014. Non-employee directors are not eligible to participate in the 2012 Employee Plan. During fiscal 2013, non-named executive officer employees as a group were granted 3.5 million shares subject to restricted stock units and performance stock units (at target), with an aggregate grant date fair value of $118.6 million, and 0.1 million shares subject to stock options with an aggregate grant date fair value of $5.1 million. The closing price for shares of Common Stock on October 31, 2013 was $39.90.

Options Granted to Certain Persons

The aggregate number of shares of Common Stock subject to options granted to our named executive officers and the other individuals and groups indicated under the 2012 Employee Plan since its inception through October 31, 2013 is reflected in the table below.



Name and Position		Stock Options Granted
Carl Bass President and Chief Executive Officer		—
Mark J. Hawkins, Executive Vice President and Chief Financial Officer		—
Jan Becker Senior Vice President, Human Resources and Corporate Real Estate		—
Steven M. Blum Senior Vice President, Worldwide Sales and Services		—
Pascal W. Di Fronzo Senior Vice President, General Counsel and Secretary		—
Amar Hanspal Senior Vice President, Information Modeling and Platform		—
Robert Kross Senior Vice President, Design, Lifecycle and Simulation		—
Current Named Executive Officer Group (including named executive officers list above)		—
Non- Executive Director Group		—
Current and Former Employee Group other than Current Named Executive Officer Group		140,700

Our executive officers have an interest in ~~this proposal~~Proposal 1 because they are eligible to receive Awards under the 2012 Employee Plan. ~~Non-employee directors are not eligible to participate in the 2012 Employee Plan.~~

Equity Compensation Plan Information

The following table ~~sets forth (a)~~summarizes the ~~total~~ number of ~~shares subject~~outstanding options granted to ~~stock options~~employees and ~~restricted stock units granted~~directors, as well as the number of securities remaining available for future issuance under ~~the 2008 Amended Plan to the listed persons and groups from February 1, 2011 through October~~these plans as of January 31, 2011, (b) the weighted average per share exercise price of such stock options and (c) the dollar value of such restricted stock units. The last reported trade price for shares of Common Stock on October 31, 2011 was $34.60.

Name of Individual or Group
Number of Securities
Underlying Options
Granted Weighted Average
Per Share Exercise
Price(s) Number of Securities
Underlying Restricted
Stock Units Granted Dollar Value of
Restricted Stock
Units Granted
Carl Bass,
300,000    $ 43.81    200,000    $ 8,762,000
Chief Executive Officer and President

Mark J. Hawkins,
27,500    43.81    41,385    1,506,894
Executive Vice President and Chief Financial Officer

Jay Bhatt,
27,500    43.81    39,836    1,440,215
Senior Vice President, Architecture, Engineering and Construction

George M. Bado,
—      —      —      —
Former Executive Vice President, Sales and Services (1)

Pascal W. Di Fronzo,
27,500    43.81    33,750    1,173,588
Senior Vice President, General Counsel and Secretary

All executive officers, as a group (11 individuals)
595,218    43.81    562,444    21,590,672
All employees who are not executive officers, as a group
4,406,341    40.66    371,719    15,134,594
All non-executive directors, as a group (8 individuals)
—      —      —      —

2013:



	(a)	(b)		(c)
Plan category	Number of securities to be issued upon exercise of outstanding options	Weighted-average exercise price of outstanding options		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (in millions)
Equity compensation plans approved by security holders	23.8	$	32.88	50.2	(1)
Equity compensation plans not approved by security holders(2)	0.2	$	12.53	—
Total	24.0	$	32.69	50.2

____________________

~~(1)~~	On December 14, 2010, Mr. Bado announced his intention to resign as our Executive Vice President, Sales and Services. In connection with Mr. Bado’s resignation on March 31, 2011, we entered into a Separation Agreement (the “Separation Agreement”) with Mr. Bado on January 28, 2011.
(1)	Included in this amount are 36.2 million securities available for future issuance under Autodesk’s ESP Plan.

(2)
Amounts correspond to Autodesk’s Nonstatutory Stock Option Plan, which was terminated by the Board of Directors in December 2004.

Federal Tax Aspects

The following paragraphs are a summary of the material U.S. federal income tax consequences associated with Awards granted under the 2012 Employee Plan. The summary is based on existing U.S. laws and regulations, and there can be no assurance that those laws and regulations will not change in the future. The summary does not purport to be complete and does not discuss the tax consequences upon a participant’s death, or the provisions of the income tax laws of any municipality, state or foreign country in which the participant may reside. As a result, tax consequences for any particular participant may vary based on individual circumstances.

Nonqualified Stock Options. No taxable income is recognized when a nonqualified stock option is granted to a participant. Upon exercise, the participant will recognize ordinary income in an amount equal to the excess of the fair market value of the shares of Common Stock on the exercise date over the exercise price. Any additional gain or loss recognized upon later disposition of the shares of Common Stock will be taxed as capital gain or loss.

Incentive Stock Options. No taxable income is recognized when an incentive stock option is granted or exercised (except for purposes of the alternative minimum tax, in which case taxation is the same as for nonqualified stock options). If the participant exercises the option and then later sells or otherwise disposes of the shares of Common Stock more than two years after the grant date and more than one year after the exercise date, the difference between the sale price and the exercise price will be taxed as capital gain or loss. If the participant exercises the option and then later sells or otherwise disposes of the shares of Common Stock before the end of the two- or one-year holding periods described above, he or she generally will have ordinary income at the time of the sale equal to the fair market value of the shares of Common Stock on the exercise date (or the sale price, if less) minus the exercise price of the option. Any additional gain or loss will be taxed as capital gain or loss.

Restricted Stock and Restricted Stock Units. A participant generally will not have taxable income upon grant of restricted stock or restricted stock units. Instead, generally the participant will recognize ordinary income at the time of vesting equal to the fair market value of the ~~Shares~~shares on that date or the cash received minus any amount paid. For restricted stock only, a participant instead may elect to be taxed at the time of grant.

Section 409A. Section 409A of the Code provides certain requirements for non-qualified deferred compensation arrangements with respect to an individual’s deferral and distribution elections and permissible distribution events. Awards granted under the 2012 Employee Plan with a deferral feature will be subject to the requirements of Section 409A of the Code. If an award is subject to and fails to satisfy the requirements of Section 409A of the Code, the recipient of that award may recognize ordinary

income on the amounts deferred under the award, to the extent vested, which may be prior to when the compensation is actually or constructively received. Also, if an award that is subject to Section 409A fails to comply with Section 409A’s provisions, Section 409A imposes an additional 20% ~~federal income~~ tax on compensation recognized as ordinary income, as well as interest on such deferred compensation.

Tax Effect for ~~the Company.~~ ~~The Company~~Autodesk. Autodesk generally will be entitled to a tax deduction in connection with a stock option award under the 2012 Employee Plan in an amount equal to the ordinary income realized by a participant at the time the participant recognizes such income (for example, the exercise of a nonqualified stock option). As discussed above, special rules limit the deductibility of compensation paid to our Chief Executive Officer and other “covered employees” as determined under Section 162(m) of the Code and applicable guidance. However, the 2012 Employee Plan has been designed to permit the Administrator to grant stock options and performance units that qualify as “performance-based compensation” under Section 162(m) of the Code, thereby permitting ~~the Company~~Autodesk to receive a federal income tax deduction in connection with such awards. ~~Restricted~~Time-based restricted stock units do not vest based on the attainment of performance goals, and therefore ~~the Company will not be permitted a~~our federal income tax deduction ~~in connection~~ with respect to grants of restricted stock units to “covered ~~employees.”~~employees” will be limited.

For more information about equity compensation plans approved by our stockholders, please see “Executive ~~Compensation—Equity~~Compensation-Equity Compensation Plan Information.”

19
~~PROPOSAL TWO~~

~~APPROVAL OF THE 2012 OUTSIDE DIRECTORS’ STOCK PLAN~~

At the special meeting, the stockholders will be asked to approve the Autodesk, Inc. 2012 Outside Directors’ Stock Plan (the “2012 Directors’ Plan”). The 2012 Directors’ Plan was adopted by the Board of Directors on November 7, 2011 and, subject to stockholder approval, will become effective on January 6, 2012.

The 2012 Directors’ Plan will include a “fungible share design” feature whereby each share subject to a stock option will be counted against the shares authorized for issuance under the 2012 Directors’ Plan as one share, and each share subject to a restricted stock award or restricted stock unit award will be counted against the shares authorized for issuance under the 2012 Directors’ Plan as 2.11 shares. This feature will assist us in achieving our goal of having compensation programs that reflect current best practices.

If the 2012 Directors’ Plan is approved, our directors will receive an initial grant of 12,400 restricted stock units, an annual grant of 8,300 restricted stock units and the ability to convert all, a portion or none of their annual cash retainer to restricted stock units paid at the rate of 120 percent of the cash dollar amount. Under the 2010 Director Plan the initial and annual grants consisted of stock options of 50,000 shares and 20,000 shares, respectively, and the ability to convert no less than 50% of their cash retainer to restricted stock.

If stockholders approve the 2012 Directors’ Plan, the number of shares of Common Stock reserved for issuance under the 2012 Directors’ Plan will be that number of shares remaining for issuance under the 2010 Director Plan as of as of January 6, 2012, not to exceed 2,600,000 shares. Upon approval of the 2012 Directors’ Plan, no further equity awards may be granted under the 2010 Director Plan.

As of October 31, 2011, there were 9,362,277 shares remaining for future grant under the 2008 Amended Plan and 2,601,181 shares remaining for future grant under the 2010 Director Plan, which were the only two active equity compensation plans under which we were able to grant awards at that date. In addition, at October 31, 2011, there were a total of 30,129,856 options outstanding with a weighted average exercise price of $31.42 and weighted-average contractual life of 4.1 years under all of our active and expired or terminated equity compensation plans. There were a total of 2,104,469 unvested restricted stock units outstanding under all of our active and expired or terminated employee equity compensation plans and 16,049 unvested shares of restricted stock outstanding under all of our active and expired or terminated directors’ equity compensation plans.

Approval of the 2012 Directors’ Plan requires the affirmative vote of the holders of a majority of the shares of the Company’s Common Stock that are present in person or by proxy and entitled to vote at the Special Meeting. The Board of Directors believes that approval of the 2012 Directors’ Plan is in the best interests of Autodesk and its stockholders to provide a competitive equity incentive program that will enable us to continue to recruit and retain the capable directors essential to our long-term success. Our directors have an interest in this proposal.

~~THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE 2012 OUTSIDE DIRECTORS’ STOCK PLAN.~~

~~Background and Purpose~~

Autodesk has a well-established policy of providing equity awards as a part of compensation to non-employee members of our Board of Directors, as well as requiring directors to take at least a portion of their compensation in the form of restricted stock. The purposes of the 2012 Directors’ Plan are to attract and retain highly skilled individuals as directors of Autodesk and to encourage equity ownership by our directors (in the form of restricted stock units, as well as the previously-granted stock options and restricted stock) in order to align their interests with those of our stockholders.

Changes in laws and corporate governance practices over the last several years have narrowed the pool of qualified independent directors, making it more difficult to retain and attract qualified independent directors who possess the requisite financial and business expertise to make valuable contributions to the Board of Directors.

These changes have also increased the time commitment and responsibilities of our directors. In light of competition among companies for directors with appropriate experience, we believe that we need to continue to grant equity awards at our current levels so that we may continue to attract the best available candidates for service as non-employee directors of Autodesk and to acknowledge their increased time commitment and encourage their continued service on the Board of Directors.

~~The Benefits of Equity Compensation for Autodesk, our Directors and Stockholders~~

The 2012 Directors’ Plan will assist us in attracting and retaining highly qualified individuals to serve as independent directors of Autodesk and to provide an incentive toward increasing the value of Autodesk for its stockholders. The Board of Directors believes that attracting and retaining qualified members has become more challenging in the past few years due to recent changes in the business and regulatory environment. As noted above in the “Background and Purpose” section, these changes require public companies to have more independent directors on their boards and require their board members to make increasing time commitments. Having a competitive equity incentive program for outside directors is an important factor in recruiting and retaining the high caliber of directors essential to our success. In addition, the Board of Directors believes that equity ownership by directors is important in aligning the interests of management and our stockholders.

~~Policies Related to our Equity Compensation Programs~~

The Board of Directors maintains certain policies relating to our equity compensation program. These policies, which are described above in “Proposal One—Policies Related to our Equity Compensation Programs” and are incorporated herein by reference, are not part of the 2012 Directors’ Plan; however they are important to understanding the Company’s use of equity compensation as part of our directors’ total compensation package.

~~Description of the 2012 Directors’ Plan~~

The following paragraphs provide a summary of the principal features of the 2012 Directors’ Plan. This summary does not purport to be complete and is subject to, and qualified in its entirety by, the provisions of the 2012 Directors’ Plan, which is attached hereto as Appendix B. Capitalized terms that are not defined have the meanings set forth in the 2012 Directors’ Plan.

~~Awards~~~~. The 2012 Directors’ Plan permits the grant of nonqualified stock options, restricted stock, and restricted stock units (each individually, an “Award”).~~

~~Stock Subject to the 2012 Directors’ Plan~~. If stockholders approve the 2012 Directors’ Plan, the number of shares of Common Stock reserved for issuance under the 2012 Directors’ Plan will be that number of shares remaining for issuance under the 2010 Director Plan as of as of January 6, 2012, not to exceed 2,600,000 shares. Upon approval of the 2012 Directors’ Plan, no further equity awards may be granted under the 2010 Director Plan.

Each share subject to a nonqualified stock option will be counted against the shares authorized for issuance under the 2012 Directors’ Plan as one share, and each share subject to an Award of restricted stock or restricted stock units will be counted against the shares authorized for issuance under the 2012 Directors’ Plan as 2.11 shares. If an Award expires or becomes unexercisable for any reason, the unpurchased or forfeited shares that were subject to the Award may be returned to the 2012 Directors’ Plan, unless the 2012 Directors’ Plan has terminated, and may become available for future grant under the 2012 Directors’ Plan. Each share which is subject to an Award of restricted stock or restricted stock units granted under the 2012 Directors’ Plan which is forfeited to or repurchased by Autodesk shall count as having returned 2.11 shares to the total of number of Shares which are available for future grant or sale under the 2012 Directors’ Plan.

~~Administration.~~ The 2012 Directors’ Plan will be administered by the Board of Directors (the “Administrator”). Subject to the provisions of the 2012 Directors’ Plan, the Administrator has the authority to: (1) construe and interpret the 2012 Directors’ Plan and Awards granted under the 2012 Directors’ Plan and apply its provisions, (2) prescribe, amend or rescind rules and regulations relating to the 2012 Directors’ Plan, (3) select the persons to whom Awards are to be granted, (4) determine the number of shares to be made subject to each Award, (5) determine whether and to what extent Awards are to be granted, (6) determine the terms, conditions and restrictions applicable to Awards generally and to each individual Award (including the provisions of the Award agreement to be entered into between Autodesk and the participant), (7) modify or amend any outstanding

Award subject to applicable legal restrictions (except that repricing of a stock option without stockholder approval is prohibited), (8) authorize any person to execute, on our behalf, any instrument required to effect the grant of an Award, (9) approve forms of Award agreement for use under the 2012 Directors’ Plan, (10) determine the fair market value of our Common Stock, (11) approve the forms of agreement for use under the 2012 Directors’ Plan, and (12) subject to certain limitations, take any other actions deemed necessary or advisable for the administration of the 2012 Directors’ Plan. All decisions, interpretations and other actions of the Administrator will be final and binding on all holders of Awards and on all persons deriving their rights therefrom.

~~Eligibility to Receive Awards.~~ ~~The 2012 Directors’ Plan provides that stock options, restricted stock and restricted stock units may be granted to outside directors.~~

~~Term~~~~. The 2012 Directors’ Plan will expire on June 30, 2022.~~

~~No Repricing~~. The 2012 Directors’ Plan prohibits repricing of stock options, including by way of an exchange for Awards with a lower exercise price, a different type of Award, cash, or a combination thereof, unless stockholder approval is obtained.

~~Terms and Conditions of Stock Options.~~ Each stock option granted under the 2012 Directors’ Plan is evidenced by a written or electronic stock option agreement between the optionee and Autodesk and is subject to the following terms and conditions:

•

~~Exercise Price~~. The Administrator sets the exercise price of the shares subject to each stock option, provided that the exercise price cannot be less than 100% of the fair market value of our Common Stock on the stock option grant date.

•

~~Form of Consideration~~. The means of payment for shares issued upon exercise of a stock option is specified in each stock option agreement. Payment may generally be made by cash, check, other shares of Autodesk’s Common Stock owned by the optionee, delivery of a properly executed notice with such other documentation as the Administrator and broker may require and the sale proceeds required to pay the exercise price or by a combination of the foregoing.

•

~~Exercise of the Stock Option~~. Each stock option agreement will specify the term of the stock option and the date when the stock option is to become exercisable. The 2012 Directors’ Plan provides that in no event may a stock option granted under the 2012 Directors’ Plan be exercised more than seven (7) years after the date of grant.

•

~~Termination of Service~~. If an optionee’s service as an outside director terminates for any reason (other than death or permanent disability), all vested stock options held by such optionee under the 2012 Directors’ Plan expire upon the earlier of (i) seven months (three years in the case of a qualified retirement), or (ii) the expiration date of the stock option.

•

~~Permanent Disability~~. If an optionee is unable to continue service as an outside director as a result of permanent and total disability (as defined in the Code), all vested stock options held by such optionee under the 2012 Directors’ Plan expire upon the earlier of (i) twelve months after the date of termination of the optionee’s service as an outside director or (ii) the expiration date of the stock option.

•

~~Death~~. If an optionee dies while serving as an outside director, all stock options held by such optionee under the 2012 Directors’ Plan expire upon the earlier of (i) twelve months after the optionee’s death or (ii) the expiration date of the Option. The executor or other legal representative of the optionee may exercise all or part of the optionee’s Option at any time before such expiration with respect to all shares subject to such Option.

~~Term and Conditions of Restricted Stock.~~ Each Award of restricted stock granted under the 2012 Directors’ Plan is evidenced by a written or electronic restricted stock agreement between the participant and Autodesk and is subject to the following terms and conditions:

•

~~Vesting and Other Restrictions.~~ In determining whether an Award of restricted stock should be made, and/or the vesting schedule for any such Award, the Administrator may impose whatever conditions to vesting it determines to be appropriate.

•

~~Stockholder Rights~~. A holder of restricted stock will have the full voting rights of a holder of Common Stock, unless determined otherwise by the Administrator. A holder of restricted stock also generally will be entitled to receive all dividends and other distributions paid with respect to shares of Common Stock unless otherwise provided in the Award agreement; provided, however, that dividends and distributions generally will be subject to the same vesting criteria as the shares of restricted stock upon which the dividend or distribution was paid.

~~Term and Conditions of Restricted Stock Units.~~ Each Award of restricted stock units granted under the 2012 Directors’ Plan is evidenced by a written or electronic restricted stock unit agreement between the participant and Autodesk and is subject to the following terms and conditions:

•

~~Automatic Grants.~~The 2012 Directors’ Plan provides for the automatic, non-discretionary grant of restricted stock units to our non-employee directors. Upon being elected or appointed to our Board of Directors for the first time, each non-employee director will be granted 12,400 restricted stock units (the “Initial Grant”). Each Initial Grant shall vest in three equal annual installments on each of the first three anniversaries of the date of grant, subject to the director continuing to serve on the Board of Directors through each vesting date. In addition, each non-employee director will be granted an additional 8,300 restricted stock units on the date of each annual meeting of stockholders (the “Annual Grant”), provided that such director has served on the Board of Directors for at least six full months prior to that date and remains a member of the Board of Directors on that date. Each Annual Grant currently shall vest on the date of the next annual meeting of stockholders, subject to the director continuing to serve on the Board of Directors through such date. The number of shares subject to Initial Grants and Annual Grants will be subject to review and revision by the Board on an annual basis.

•

~~Retainer.~~Each director may elect to receive all, a portion or none of their annual cash retainer in the form of restricted stock units, provided that such election is made on or prior to December 31st of the calendar year preceding the annual meeting of stockholders when such award is made. This election will be irrevocable and will comply with Section 409A of the Internal Revenue Code of 1986, as amended, unless otherwise determined by the Board of Directors. The amount of stock compensation shall be paid at the rate of 120 percent of the cash dollar amount in the form of restricted stock units, which shall vest on the date of the next annual meeting of stockholders, subject to the director continuing to serve on the Board of Directors through such date.

~~Leave of Absence.~~ In the event that a participant goes on a leave of absence approved by the Administrator, Award vesting will continue during such leave, except as required by law or as otherwise determined by the Administrator.

~~Non-Transferability of Awards.~~ Unless otherwise determined by the Administrator, an Award granted under the 2012 Directors’ Plan may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the recipient, only by the recipient. If the Administrator makes an Award transferable, such Award will contain

~~such additional terms and conditions as the Administrator deems appropriate; provided, however, that such Award may not be transferred for value.~~

~~Adjustments Upon Changes in Capitalization~~. In the event that our capital stock is changed by reason of any stock split, reverse stock split, stock dividend, combination or reclassification of our Common Stock or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by us, appropriate proportional adjustments will be made in the number of shares subject to the 2012 Directors’ Plan, the individual fiscal year limits applicable to Awards, the number of shares of stock subject to any Award outstanding under the 2012 Directors’ Plan, and the exercise price of any such outstanding option. Any such adjustment will be made by the Administrator, whose determination will be conclusive.

~~Dissolution or Liquidation~~. In the event of a proposed dissolution or liquidation of Autodesk, the Administrator is required to provide notice to each participant as soon as practicable prior to the effective date of such proposed transaction. The Administrator in its discretion may permit a participant to exercise his or her Award until ten (10) days prior to such transaction as to all of the shares covered by an Award. In addition, the Administrator may provide that any Company repurchase option or forfeiture rights applicable to any Award will lapse in full, and that any Award vesting will fully accelerate, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed action.

~~Change of Control~~. In the event of a change of control, the successor corporation (or its parent or subsidiary) is required to assume or substitute each outstanding Award. If the successor corporation refuses to assume the Awards or to substitute equivalent Awards, such stock options, restricted stock and restricted stock units, will become 100% vested, all restrictions on restricted stock will lapse and all other terms and conditions met. In such event, the Administrator is required to provide notice to the participant that each stock option subject to exercise is fully exercisable for fifteen days from the date of such notice and that the stock option terminates upon expiration of such period.

~~Amendment, Suspensions and Termination of the 2012 Directors’ Plan~~. Autodesk’s Board of Directors may at any time amend, alter, suspend or terminate the 2012 Directors’ Plan; provided, however, to the extent necessary and desirable to comply with any Applicable Law, the Company shall obtain stockholder approval of any amendment in such a manner and to such a degree as required. In addition, as noted above under the section entitled “No Repricing,” stock options may not be repriced unless stockholder approval is obtained.

~~New Plan Benefits~~

Each new non-employee member of the Board of Directors will receive an Initial Grant of 12,400 Restricted Stock Units on the date of the first meeting of the Board of Directors at which such person first serves as a director. Each non-employee director will receive an Annual Grant of 8,300 restricted stock units on the date of each annual meeting (provided that such director has served on the Board of Directors for at least six full months prior to that date and remains a member of the Board of Directors on that date). The number of restricted stock units to be granted under the 2012 Directors’ Plan each year with respect to Initial Grants and Annual Grants is subject to review and revision by the Board of Directors on an annual basis. In addition, the 2012 Directors’ Plan permits each director to receive all, a portion or none of their annual cash retainer in the form of restricted stock units paid at the rate of 120 percent of the cash dollar amount. While the 2012 Directors’ Plan also provides for the discretionary grant of options and restricted stock, Autodesk does not have any other current plans, proposals or arrangements to grant Awards under the 2012 Directors’ Plan. None of our executive officers are eligible to participate in the 2012 Directors’ Plan.

The following table sets forth (a) the total number of shares subject to stock options and restricted stock that were granted under the 2010 Director Plan to the listed persons and groups from February 1, 2011 through October 31, 2011, (b) the weighted average per share exercise price of such stock options and (c) the dollar value of such restricted stock. The last reported trade price for shares of Common Stock on October 31, 2011 was $34.60.

Name of Individual or Group
   Number of Securities
Underlying Options
Granted    Weighted Average
Per Share Exercise
Price(s)    Number of Securities
Underlying Restricted
Stock Awards Granted    Dollar Value of
Restricted Stock
Awards Granted
Crawford W. Beveridge
   20,000       $ 36.44       2,305       $ 83,994
J. Hallam Dawson
   20,000       36.44       2,469       89,970
Per-Kristian Halvorsen
   20,000       36.44       2,799       101,996
Sean M. Maloney (1)
   20,000       36.44       2,469       89,970
Mary T. McDowell
   20,000       36.44       1,234       44,967
Lorrie M. Norrington
   50,000       43.81       1,234       44,967
Charles J. Robel
   20,000       36.44       1,975       71,969
Steven M. West
   20,000       36.44       1,564       56,992
All executive officers, as a group (11 individuals)
   —         —         —         —
All employees who are not executive officers, as a group
   —         —         —         —

~~(1)~~

On November 4, 2011, Mr. Maloney resigned as a member of the board of directors. On November 7, 2011, Stacy J. Smith was appointed to the board of directors and received an automatic option grant of 50,000 shares with a per share exercise price of $35.02.

~~Federal Tax Aspects~~

The following paragraphs are a summary of the material U.S. federal income tax consequences associated with Awards granted under the 2012 Directors’ Plan. The summary is based on existing U.S. laws and regulations, and there can be no assurance that those laws and regulations will not change in the future. The summary does not purport to be complete and does not discuss the tax consequences upon a participant’s death, or the provisions of the income tax laws of any municipality, state or foreign country in which the participant may reside. As a result, tax consequences for any particular participant may vary based on individual circumstances.

~~Nonqualified Stock Options.~~ No taxable income is recognized when a nonqualified stock option is granted to a participant. Upon exercise, the participant will recognize ordinary income in an amount equal to the excess of the fair market value of the shares of Common Stock on the exercise date over the exercise price. Any additional gain or loss recognized upon later disposition of the shares of Common Stock will be taxed as capital gain or loss.

~~Restricted Stock and Restricted Stock Units~~. A participant generally will not have taxable income upon grant of restricted stock or restricted stock units. Instead, the participant will recognize ordinary income at the time of vesting equal to the fair market value of the Shares on that date or the cash received minus any amount paid. For restricted stock only, a participant instead may elect to be taxed at the time of grant.

~~Section 409A~~. Section 409A of the Code provides certain requirements for non-qualified deferred compensation arrangements with respect to an individual’s deferral and distribution elections and permissible distribution events. Awards granted under the 2012 Directors’ Plan with a deferral feature will be subject to the requirements of Section 409A of the Code. If an award is subject to and fails to satisfy the requirements of Section 409A of the Code, the recipient of that award may recognize ordinary income on the amounts deferred under the award, to the extent vested, which may be prior to when the compensation is actually or constructively received. Also, if an award that is subject to Section 409A fails to comply with Section 409A’s provisions,

~~Section 409A imposes an additional 20% federal income tax on compensation recognized as ordinary income, as well as interest on such deferred compensation.~~

~~Tax Effect for the Company.~~ The Company generally will be entitled to a tax deduction in connection with a stock option award under the 2012 Directors’ Plan in an amount equal to the ordinary income realized by a participant at the time the participant recognizes such income (for example, the exercise of a nonqualified stock option).

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Because we are soliciting stockholder approval of a new employee equity compensation plan in Proposal ~~One,~~1, SEC rules require us to include an “Executive Compensation” section in this proxy statement. Except for minor conforming changes, the following section is identical to the Executive Compensation section that appeared in our proxy statement for our ~~2011~~2013 Annual Meeting of Stockholders held in ~~July 2011.~~June 2013. At our ~~2011~~2013 Annual Meeting of Stockholders, 65% of the votes cast by our stockholders approved, on a non-binding advisory basis, the compensation of ~~the Company’s~~Autodesk's named executive officers as described in the proxy ~~statement as follows: 160,985,733 votes for, 29,933,815 votes against, and 134,867 abstentions, with 13,755,476 broker non votes.~~

statement. Following our 2013 Annual Meeting of Stockholders, at the direction of the Compensation ~~Discussion and Analysis~~

~~Compensation Objectives~~

~~Our~~Committee, members of management have continued to contact Autodesk's largest stockholders to seek feedback regarding Autodesk's executive compensation ~~objectives are~~policies in order to ~~enhance long-term stockholder value by:~~

~~rewarding our~~inform future executive ~~officers for meeting or exceeding~~compensation decisions.

This section of the ~~Company’s strategic and financial goals, and individual performance goals; and~~

~~effectively attracting, retaining and motivating high caliber executive officers who can meaningfully contribute to the success of our Company and demonstrate leadership for our employees.~~

~~These objectives guide the decisions of~~Proxy Statement explains how the Compensation and Human Resources Committee of the Board (the “Committee”) manages the compensation programs for Autodesk's executives. In particular, this Compensation Discussion and Analysis describes the material elements of ~~Directors (the “Compensation Committee”) regarding~~the compensation ~~for our~~awarded to, earned by, or paid to the executive officers.

~~In practice, we seek~~ This section also provides an overview of Autodesk's executive compensation philosophy, program design and linkage to ~~link compensation to performance and to the long-term~~stockholder interests, ~~of our stockholders by:~~

~~ensuring that our executive team has clear goals and accountability with respect to financial and nonfinancial corporate performance;~~

establishing compensation opportunities that are competitive with prevailing practices for our industry, the stage of our growth, and the dynamic and challenging technology labor markets in which we operate;

~~assessing performance against companywide key metrics~~ as well as ~~individual goals;~~

~~utilizing a combination~~the current administration of ~~plans that balance rewards~~Autodesk's executive compensation programs and each underlying compensation component.

Although the discussion primarily focuses on Autodesk's compensation programs for ~~annual and longer-term performance, mitigating potential risk-taking by any one executive; and~~

the fiscal year ended January 31, 2013 (“fiscal 2013”), compensation actions taken after fiscal 2013 are described to the extent they enhance the understanding of the fiscal 2013 executive compensation program.

~~using equity incentive plans, which reward for long-term increases~~

The executive officers discussed in the ~~value of our stock.~~

~~Named Executive Officers~~

~~Throughout this proxy statement,~~Proxy Statement are called the ~~individuals included in the Summary Compensation Table on page 46 are referred to as our~~ “Named Executive ~~Officers.~~Officers” or “NEOs.” For fiscal ~~2011, our~~2013, the Named Executive Officers were:

Carl Bass, President and Chief Executive Officer ~~and President~~

(“CEO”);

Mark J. Hawkins, Executive Vice President and Chief Financial ~~Officer~~

Officer;

~~George M. “Ken” Bado, former Executive Vice President, Sales and Services~~

~~Jay Bhatt,~~Jan Becker, Senior Vice President, ~~Architecture, Engineering~~Human Resources and ~~Construction~~

Corporate Real Estate;

Steven M. Blum, Senior Vice President, Worldwide Sales and Services;

Pascal W. Di Fronzo, Senior Vice President, General Counsel ~~& Secretary~~

and Secretary;

Amar Hanspal, Senior Vice President, Information Modeling and Platform; and

Robert Kross, Senior Vice President, Design, Lifecycle and Simulation.

As a result of Autodesk's fiscal 2013 reorganization, Mr. Hanspal's and Mr. Kross' roles and responsibilities changed, resulting in a change in their executive officer status. Mr. Hanspal and Mr. Kross each continue to play a pivotal role at Autodesk.

Autodesk's compensation programs are designed to reward executives for producing results that are aligned with the interests of stockholders by emphasizing “at risk” compensation dependent upon prospective financial, strategic and stock price performance and a retrospective assessment of Autodesk's success to determine pay opportunities. The ~~information~~compensation programs are a balance of performance-orientation and attraction, retention and motivation: Of the total compensation included in ~~this discussion provides perspective~~the Summary Compensation Table for fiscal 2013, long-term incentives constituted 77% of compensation for the CEO and ~~narrative analysis relating~~an average of 60% of compensation for all the NEOs.

Executive Summary

Actions Relating to Stockholder Advisory Vote on Executive Compensation

The Board approved a policy to hold stockholder advisory votes on the compensation of the Named Executive Officers (also known as “Say-on-Pay”) at each Annual Meeting of Stockholders. At the June 2011 Annual Meeting, over 84% of the votes cast on the Say-on-Pay proposal were voted “FOR” approval of the Named Executive Officer compensation program for fiscal 2011. Continuing with its focus on instituting best practices for executive compensation, the Committee took a number of actions during fiscal 2012 aimed at evolving and ~~should be read along~~improving Autodesk's executive compensation programs. These actions included:

Designing a Performance Stock Unit program;

Revising Autodesk's compensation peer group to more closely align with companies of Autodesk's financial size and performance; and

Special Meeting Proxy Statement 20

Mandating stock ownership for all executive officers.

At the June 2012 Annual Meeting of Stockholders, approximately 54% of the votes cast on the fiscal 2012 Say-on-Pay proposal were voted “FOR” approval of the Named Executive Officer compensation program. Following the results of the 2012 Say-on-Pay vote, at the direction of the Committee, members of management contacted Autodesk's largest stockholders, representing over 60% of the outstanding Common Stock, to understand their views and concerns about Autodesk's executive compensation policies. While the feedback varied among stockholders, the common themes expressed included a general preference to:

Use Autodesk's stock price appreciation as a metric for determining total compensation;

Incorporate multiple measures of performance in incentive plans, including:


◦	Measures that incorporate value creation outcomes, such as Total Stockholder Return (“TSR”); and


◦	Annual financial measures that drive stockholder value creation;

Use TSR performance against a relevant set of companies;

Use multi-year performance measurements for long-term performance awards; and

Regularly review and identify compensation peer group companies of appropriate size and pay philosophy.

After considering the stockholder feedback, the Committee expanded its review of Autodesk's executive compensation policies and practices and incorporated the feedback as part of the ongoing design of several aspects of the executive compensation ~~tables~~programs during fiscal 2013. Principally, Autodesk implemented the following changes:

Enhanced the metrics of Performance Stock Unit awards to strengthen the link between Autodesk's financial performance and ~~discussion contained below.~~

~~On December 14, 2010, Mr. Bado announced~~the amount that may be earned from those awards by:


◦	Requiring that a portion of the awards be earned each year through the successful attainment of annual financial targets;


◦	Linking the amounts that ultimately may be received from the awards to relative TSR; and


◦	Adding multi-year performance periods by incorporating one-year, two-year, and three-year relative TSR measurements; and

Further refined Autodesk's compensation peer group.

These changes enhanced the already strong compensation practices implemented by the Committee and more closely aligned the total direct compensation opportunity of the Named Executive Officers with Autodesk's objectives of driving meaningful annual financial growth and maximizing Autodesk's long-term value.

Special Meeting Proxy Statement 21

The following chart summarizes the specific actions taken by the Committee to enhance the design and alignment of Autodesk's executive compensation programs:



Date	Action	Description	Outcome
March 2012	Adopted Performance Stock Unit awards program for executive officers	Number of shares that are earned is based on revenue growth and non-GAAP operating margin targets measured over a one-year performance period, subject to additional multi-year, time-based vesting requirement	Aligned target long-term incentive compensation opportunity with the key drivers of stockholder value creation Replaced stock option component of long-term incentive compensation program
March 2012	Adopted mandatory stock ownership guidelines	Compliance to be assessed annually	Ensured executives' personal financial interests are directly aligned with those of stockholders; all executive officers are in compliance
October 2012	Reviewed and further refined compensation peer group based on stockholder feedback	Used previously-established criteria to guide compensation peer group selection, leading to removal of Symantec and Yahoo!	Companies in the compensation peer group more closely match Autodesk based on key financial criteria, such as revenue and market capitalization
March 2013	Awarded 60% of long-term incentive equity to CEO (and 50% for other NEOs) in a redesigned Performance Stock Unit award incorporating: - Total Stockholder Return performance relative to a broad group of companies in major software industry index - Multi-year performance periods - Continued focus on key financial drivers that create long-term stockholder value	- Provides direct link between executive compensation and total stockholder return - Uses third-party developed and managed S&P Computer Software Select Index representing range of software industry investment choices available to stockholders - Multi-year performance periods measuring one-year, two-year, and three-year relative TSR - Focus on revenue growth and non-GAAP operating margin expansion	Aligns design of Performance Stock Unit awards with areas identified by stockholders as being of most critical importance (specifically, TSR, multi-year performance measurement, and comparison of Autodesk performance to that of other companies)

Alignment of Executive Compensation and Corporate Performance

Each March, the Committee makes compensation decisions for the Named Executive Officers based, in large part, on Autodesk's performance and executives' individual performance for the just-completed fiscal year. To evaluate the Committee's commitment to paying for performance, it is necessary to compare the compensation decisions taking place in one year with the performance of the prior fiscal year, as illustrated by the following table:



Fiscal Year	Performance Period	Timing of Related Committee Decisions
Fiscal 2013	February 1, 2012, to January 31, 2013	March 2013
Fiscal 2012	February 1, 2011, to January 31, 2012	March 2012

As a result of this decision-making cycle, the timing of the compensation decisions is not reflected in the relevant fiscal year in the Summary Compensation Table. Generally, under SEC reporting requirements, the Committee's decisions and actions regarding the value of long-term incentive compensation appear in the Summary

Compensation Table for the fiscal year following the fiscal year to which they relate.

For example, in March 2013, the Committee made decisions about the long-term incentive compensation awards for the CEO based on Autodesk's and his ~~intention to resign~~individual performance during the period from February 1, 2012, through January 31, 2013 (fiscal 2013). Since these decisions were made following the end of fiscal 2013, the amounts awarded will appear in next year's fiscal 2014 Summary Compensation Table rather than the fiscal 2013 Summary Compensation Table in this Proxy Statement.

To illustrate the correlation between the Committee's pay decisions and Autodesk performance, the chart below displays the multi-year relationship between indexed TSR of Autodesk's stock price, percentage of actual revenue and non-GAAP operating margin attainment against internal target, and the resulting changes in CEO compensation as ~~our Executive Vice President, Sales and Services. In connection with Mr. Bado’s resignation, we entered into a Separation Agreement (the “Separation Agreement”) with Mr. Bado~~viewed by the Committee. The indexed TSR is calculated using the closing price of Autodesk's Common Stock on January ~~28, 2011. A~~31, 2009 as a baseline. The revenue and non-GAAP operating margin performance is against Autodesk's targeted internal annual business plan. The CEO compensation represents salary paid during the relevant fiscal year combined with the full value of equity awards

Special Meeting Proxy Statement 22

and bonus payments made for the prior fiscal year performance. This general alignment between the experience of the stockholders in terms of investment performance and the compensation of the CEO clearly

demonstrates the Committee's commitment to align pay with performance.

CEO Total Compensation comprises the following elements for the respective periods:



(in thousands)	Fiscal 2010		Fiscal 2011		Fiscal 2012		Fiscal 2013
Salary	$	825	$	921	$	945	$	991
Bonus and Non-Equity Incentive Deferral Compensation	810		1,429		1,301		1,142
Options (1)	3,705		4,387		—		—
RSUs (2)	—		8,762		3,013		3,447
PSUs (3)	—		—		7,030		5,432
Other	5		6		4		4
CEO Total Compensation	$	5,345	$	15,505	$	12,293	$	11,016

_________________

(1)

Option amounts are attributed to the fiscal year prior to the fiscal year in which the awards were approved. For example, the fiscal 2011 option amount of $4.4 million reported in this table represented options granted in fiscal 2012 that were based on fiscal 2011 performance. Option amounts reported represent the grant date fair value, calculated using the Black-Scholes-Merton option-pricing model.


(2)	RSU amounts are attributed to the fiscal year prior to the fiscal year in which the awards were approved. For example, the fiscal 2013 RSU amount of $3.4 million reported in this table represented RSUs granted in fiscal 2014 that were based on fiscal 2013 performance. RSU amounts reported represent the grant date fair value using the stock price on the date of grant.


(3)	PSU amounts are attributed to the fiscal year prior to the fiscal year in which the awards were approved. The fiscal 2013 PSU amount of $5.4 million reported in this table represents the value of 126,000 target PSUs relating to specific revenue and non-GAAP operating

Special Meeting Proxy Statement 23

margin objectives and relative TSR, with an assumed value per share of $43.11 based on the Monte Carlo Simulation valuation model. The fiscal 2012 PSU amount of $7.0 million is based on fiscal 2012 performance, though it was not approved until fiscal 2013. The fiscal 2012 PSU amount reported represents the value on the date of approval of a combination of (a) 110,000 target PSUs relating to Autodesk's strategic plan and management and (b) 82,500 target PSUs relating to specific revenue and non-GAAP operating margin objectives.

To better understand the relationship between the compensation of the Named Executive Officers and Autodesk's performance, below is a summary of Autodesk's performance over the last two fiscal years followed by a description of the ~~Separation Agreement~~relevant compensation decisions made for the Named Executive Officers.

Fiscal 2013 Business Summary

In fiscal 2013, Autodesk executed on several of its most critical business objectives and met a number of its absolute financial targets. The results reflected a solid performance despite Autodesk executing on a long-term business model shift. The following summarizes the relevant performance factors considered by the Committee in reaching its decisions regarding pay for the Named Executive Officers for fiscal 2013 performance.

Revenue was $2.3 billion, an increase of 4% from fiscal 2012.

Autodesk had record total billings and maintenance billings at the end of fiscal 2013.

GAAP operating margin decreased 280 basis points to 13%, compared to 16% in fiscal 2012. The decrease in GAAP operating margin was primarily the result of restructuring charges in fiscal 2013 stemming from Autodesk's reorganization.

Non-GAAP operating margin increased by approximately 135 basis points to 25% compared to 24% in fiscal 2012.*

GAAP diluted earnings per share decreased to $1.07, compared to $1.22 in fiscal 2012. The decrease in GAAP diluted earnings per share was primarily the result of restructuring charges in fiscal 2013 stemming from the reorganization.

Non-GAAP diluted earnings per share increased to a record $1.94, compared to non-GAAP diluted earnings per share of $1.74 in fiscal 2012.*

Fiscal 2013 ended with record total deferred revenue of $835 million, an increase of 16% from fiscal 2012.

Cash flow from operating activities was $559 million, compared to $574 million in fiscal 2012.

Autodesk made progress on key initiatives. Among other things, Autodesk launched cloud-based initiatives, including Autodesk360, which positions Autodesk for success in the future.

The stock price was $38.88 per share at January 31, 2013, compared to $36.00 per share at January 31, 2012.

TSR for the year was 8%, an improvement over the comparable performance for fiscal 2012.

The creation of sustainable long-term value for Autodesk's stockholders depends not only on strong financial performance in the near-term, but also on Autodesk's ability over the long-term to identify and develop high-quality software and services solutions. The Committee believes that the operational accomplishments achieved during fiscal 2013 position Autodesk for future success that should continue to be reflected in long-term value creation.

________________

* A reconciliation of GAAP to non-GAAP financial measures and other related information is ~~found~~available on pages 46-47 of Autodesk's Annual Report on Form 10-K for the fiscal year ended January 31, 2013.

Executive Compensation Decisions for Fiscal 2013 Performance

In recognition of Autodesk's absolute and relative performance in ~~“Executive Compensation—~~fiscal 2013, in March 2013, the Committee determined to reward the executive officers for their management of the business, while also providing meaningful incentives to achieve longer term financial goals and retain key talent. Given the feedback received from stockholders, the Committee implemented a revised performance stock unit award plan incorporating multi-year performance periods and a relative TSR modifier. A majority (60% for the CEO; 50% for other NEOs) of the long-term incentive compensation opportunities awarded in March 2013 for fiscal 2013 were performance-based. As described above, this compensation structure better aligns the long-term interests of the stockholders with the Committee's duty to retain and motivate key talent.

Special Meeting Proxy Statement 24

Consistent with fiscal 2013 business results, the Committee took the following actions in March 2013:



Base Salary	The base salaries for the CEO and other Named Executive Officers were increased by 4%. The Committee made these increases to recognize the performance of the Named Executive Officers and to maintain the desired balance in their compensation mix between cash and equity.

Annual Cash Incentive Awards	Annual cash incentive awards for fiscal 2013 were awarded based on fiscal 2013 achievement of financial performance targets established by the Committee under the Autodesk Incentive Plan. Through these pre-established targets, the bonus pool was funded at 92.3% of the target annual cash incentive award opportunity for the CEO and at 92.3% of the target annual cash incentive award opportunity for each of the other Named Executive Officers, below fiscal 2012 levels. The decision to pay these amounts was based on the positive relative TSR performance of Autodesk's stock despite Autodesk achieving below target internal financial results. The percentage of target bonus attainment was based upon a predetermined formula blending the lower than targeted revenue growth and the near targeted non-GAAP operating margin.

Equity Awards	In March 2013, the Committee granted the Named Executive Officers equity awards in the form of performance stock unit awards (60% for the CEO; 50% for the other NEOs) and time-based restricted stock unit awards (40% for the CEO; 50% for the other NEOs). As described above, the value and earned amounts of the performance stock unit awards will be contingent upon achievement of revenue growth and non-GAAP operating margin performance targets and Autodesk relative TSR performance, aligning these awards with the long-term interests of the stockholders.
	In determining the size of these equity awards, the Committee considered the practices of the companies in Autodesk's compensation peer group as well as the proper mix of cash and equity compensation to ensure that the equity awards motivate long-term value creation while satisfying the Committee's retention objectives. A significant influence on the size of these awards was the performance of the individuals in attaining financial and non-financial performance targets for fiscal 2013.
	In addition, in response to stockholder feedback, the Committee and the CEO agreed to amend a performance-based restricted stock award previously granted to the CEO, discussed at page 38, to align the performance metrics more closely with the interests of stockholders. Rather than use metrics relating to the implementation of a strategic plan and talent management, the Committee and the CEO agreed to modify the metrics and vesting criteria to match those used for the newly adopted performance-based stock program.

Fiscal 2012 Business Summary

Because several of the compensation elements contained in the Summary Compensation Table for this Proxy Statement relate to Autodesk's performance in fiscal 2012, summary information about fiscal 2012 is presented here to provide context regarding the relevant compensation decisions by the Committee. In fiscal 2012, Autodesk successfully executed on many of its most critical business objectives, as reflected by strong absolute financial results:

Revenue was $2.2 billion, an increase of 14% compared to fiscal 2011 revenue of $2.0 billion.

GAAP operating margin increased approximately 210 basis points to 16%, compared to 14% in fiscal 2011.

Non-GAAP operating margin increased approximately 260 basis points to 24%, compared to 21% in fiscal 2011.*

GAAP diluted EPS increased 36% to $1.22, compared to $0.90 in fiscal 2011. Non-GAAP diluted EPS increased 32% to $1.74, compared to $1.31 in fiscal 2011.*

Despite these strong fiscal 2012 financial results, Autodesk's stock declined 12% from the end of fiscal 2011 to the end of fiscal 2012.

________________

* A reconciliation of GAAP to non-GAAP financial measures and other related information is available on pages 46-47 of Autodesk's Annual Report on Form 10-K for the fiscal year ended January 31, 2013.

Executive Compensation Decisions for Fiscal 2012 Performance

In recognition of Autodesk's strong absolute financial performance in fiscal 2012, in March 2012, the Committee determined to reward the executive officers for their effective management of the business. Given the greater use of performance-based equity awards among the companies in Autodesk's compensation peer group, the Committee introduced the use of performance stock unit awards for the executive officers. By doing so, the Committee ensured that a majority of the long-term compensation for the executive officers for fiscal 2012 was performance-based. Base salaries were increased between 4% and 13% reflecting performance and competitive practices, and actual cash incentive awards were determined based on achievement of pre-established performance targets for non-GAAP operating margin and revenue growth. This compensation structure better

Special Meeting Proxy Statement 25

aligned the long-term interests of Autodesk's stockholders with the Committee's duty to retain and motivate key talent.

Consistent with fiscal 2012 business results, the Committee took the following actions in March 2012:



Base Salary	Increased the base salary of the CEO by 4% and the base salaries of the other Named Executive Officers by amounts ranging from 4% to 13%. The Committee made these increases to reward the individual performance of each of the Named Executive Officers, to properly align compensation levels with those of the compensation peer group, and to maintain the desired balance in their compensation mix between cash and equity.

Annual Cash Incentive Awards	Approved annual cash incentive awards for fiscal 2012 that, based on fiscal 2012 financial performance, were earned at 136.8% of the target annual cash incentive award opportunity for the CEO and at 112% to 120% of the target annual cash incentive award opportunity for each of the other Named Executive Officers. These amounts reflected the achievement of pre-established goals for non-GAAP operating margin and revenue growth under the executive incentive compensation plan, as well as the individual performance of each Named Executive Officer.

Equity Awards	In March 2012 and based on fiscal 2012 financial performance, the Committee granted the Named Executive Officers equity awards in the form of performance stock unit awards and time-based restricted stock unit awards. Both of these vehicles are aligned with the long-term interests of the stockholders because the value realized from the performance stock unit awards is dependent on Autodesk's revenue growth and non-GAAP operating margin targets. The Committee did not grant stock options to the NEOs.
	In determining the size of these equity awards, the Committee considered the practices of the companies in Autodesk's compensation peer group as well as the proper mix of cash and equity compensation to motivate long-term value creation and satisfy retention objectives. The size of these awards also was influenced by the performance of the individuals in attaining Autodesk's financial and non-financial performance targets for fiscal 2012.

Additional Performance-Based Award for CEO	In March 2012, the Committee also granted an additional performance stock unit award to the CEO, the value of which was to be realized only if he satisfied specific strategic corporate and talent management performance objectives established by the Committee. In March 2013, the Committee determined that the CEO had fully met the established strategic corporate objectives and had attained 85% of the talent management performance objectives. Based in part on stockholder feedback, in March 2013, the Committee amended this award to refocus the second and third year performance periods solely on the achievement of specific revenue growth and non-GAAP operating margin targets as well as Relative TSR performance.

Executive Compensation Policies and Practices

Autodesk's executive compensation program is complemented by several policies and practices that strengthen the alignment of the executive compensation arrangements with the interests of stockholders and represent strong governance practices. The Committee implemented changes during fiscal 2012 and fiscal 2013 to improve the linkage of pay for performance and enhance a foundation of strong governance practices.

“Double-Trigger” Change in Control Arrangements and ~~Employment Agreements,” below.~~

~~Summary of Executive Compensation in Fiscal 2011~~

~~This summary section is intended to help you understand how we met our compensation objectives described above during fiscal 2011 by:~~

~~structuring fiscal 2011 executive compensation in light of the macroeconomic environment and anticipated Company performance;~~

~~paying executive compensation based on financial and other performance during fiscal 2011; and~~

~~establishing and following sound compensation governance practices.~~

Global economic uncertainty at the beginning of fiscal 2011, the improved economic and market environment during fiscal 2011 and the positive impact of this environment on our financial performance affected our Named Executive Officers’ compensation in several ways, as described below.

~~Executive Compensation Decisions for Fiscal 2011~~

Our compensation program for fiscal 2011 was established at the beginning of fiscal 2011 during a period of uncertainty. The global economy appeared to continue to be in recession, and many macroeconomic concerns remained from the prior year. In addition, the Company had experienced one of its most difficult financial years during fiscal 2010, and cost controls continued to be a point of Company emphasis. Against this backdrop, our Compensation Committee took a prudent and conservative approach to setting our Named Executive Officers’ compensation as follows:

Executive officers’ base salaries, including our Named Executive Officers’ salaries, remained frozen at fiscal 2010 levels, except Mr. Bhatt. This effectively meant that executive officer salaries were at the same level as fiscal 2009 since the Company similarly froze salaries from fiscal 2009 to fiscal 2010. Portions of our Named Executive Officers’ salaries for fiscal 2009 and fiscal 2010 were temporary reduced by 10%, which is excluded from the levels noted in the preceding sentence.

Our short-term cash incentive plan (a cash bonus plan known as our Executive Incentive Plan or EIP) was set to fund at 75% of aggregate employee target payouts if we met our financial plan, and to fund at 100% (or more) of aggregate employee target payouts only if we meaningfully exceeded our plan.

Award targets (as a percent of base salary) of our short-term cash incentive plan, were increased to shift even more focus on achieving financial performance improvement against the annual operating goals set for the fiscal year, including increased revenue and improved non-GAAP operating margin. This effectively shifted cash compensation to short term performance based awards rather than salary.

~~Executive stock equity grants with standard four year vesting were made to aid executive retention and alignment with stockholder interests.~~ No ~~restricted stock awards were made except in connection with the short-term cash incentive plan.~~

While the basic elements of our compensation program for fiscal 2011—base salary, short-term incentives and long-term incentives—were generally consistent with the elements of our programs in previous fiscal years, the Compensation Committee sought to be conservative in its compensation approach while providing meaningful incentives to achieving our financial goals.

Gross-Up Payments~~Financial Performance in Fiscal 2011 and its Effect on Executive Compensation Paid for Fiscal 2011~~

Despite a continued difficult business and economic environment, we experienced an increase in demand for our products and services in all of the geographies and industries we serve during fiscal 2011 as compared to fiscal 2010. This positively impacted our financial results and stock price. In addition, we continued to make progress in controlling our operating costs, which led to year over year improvements in our non-GAAP operating margin. We believe that the improvements in these areas are indications of a broad-based stabilization of our business.: The ~~table below sets forth the improvements in our revenue, non-GAAP income from operations and non-GAAP operating margin from fiscal 2010 to fiscal 2011:~~

   Fiscal 2011 Fiscal 2010 Change
   (in millions, except percentages)
Revenue
   $ 1,951.8    $ 1,713.7    14 %
Non-GAAP income from operations
   $ 418.8    $ 286.8    46 %
Non-GAAP operating margin
   21 % 17 % 28 %

Our total stockholder return during fiscal 2011 was 71%, with the Company’s stock price appreciating from $23.81 on the first day of fiscal 2011 to $40.68 on the last day of fiscal 2011, with the stock price reaching its highest price of $42.03 and its lowest price of $22.95 during that period.

Our revenue increased 14% during fiscal 2011 as compared to fiscal 2010, and our non-GAAP operating margin (which excludes stock-based compensation, amortization of certain purchased intangible assets, restructuring charges and impairment of goodwill) increased 28% during fiscal 2011 as compared to fiscal 2010. Although our financial results in fiscal 2011 have not returned to the levels that we achieved several years ago, they exceeded our expectations and the financial targets set at the beginning of fiscal 2011. As a result of our financial results for fiscal 2011, our Named Executive Officers’ compensation increased from fiscal 2010 levels. Specifically:

As a direct result of the Company exceeding its financial targets, our short-term cash incentive plan paid out well above the 75% of the target funding level set at the beginning of fiscal 2011. Short-term cash incentive, in aggregate, for our Named Executive Officers increased 35% over the amount paid in fiscal 2010 while the Company’s revenue and non-GAAP operating margin increased 14% and 28%, respectively.

Long-term equity incentives in fiscal 2011 continued to constitute a significant portion of each of our Named Executive Officers’ compensation. The cost to the Company of this compensation is reported in the compensation tables beginning on page 46. The value to our executives of this type of compensation is directly linked to the performance of our stock price (“over time”), aligning our executives’ interests with our stockholders’ interests. As described above in this section, our stock price appreciated 71% during fiscal 2011, and as a result the intrinsic value of equity granted to our Named Executive Officers prior to fiscal 2011 increased.

~~Compensation Governance Practices~~

~~A number of fundamental elements of our compensation programs support our overall philosophy, which in practice are reflected in a number of our programs and practices, such as:~~

~~Pay-for-performance.~~

~~Mix of short- and long-term focused compensation.~~

~~Stock ownership guidelines that have been exceeded by each of our Named Executive Officers.~~

A “no-hedging” policy in our insider trading policy that prohibits our directors, named executive officers, other executive officers and certain employees from trading in derivative securities of Autodesk.

~~The Compensation Committee’s engagement of its own independent consultant that does not provide any services to management and had no prior relationship with any of our Named Executive Officers.~~

A change in control program for ~~our Named Executive Officers that requires both~~executive officers provides payments and benefits only in the event of a qualifying termination of employment following a change in control of Autodesk. Further, the ~~Company and termination of employment (“double trigger”) and~~change in control plan does not provide executive officers with any ~~“gross-ups.”~~

tax reimbursements or “gross-ups” in the event of a change in control of Autodesk.

Effective Risk Management: Autodesk employs a strong risk management program with specific

responsibilities assigned to management, the Board, and the ~~Board’s~~Board's committees.

Each year, the Committee evaluates Autodesk's compensation-related risk profile.

~~Authority for~~Hedging Prohibition: Company policy prohibits employees and directors from hedging.

Option Re-Pricing Prohibition: Autodesk is prohibited from re-pricing any outstanding options to purchase shares of Common Stock without express stockholder approval.

No Executive Benefits and Limited Perquisites: As a general practice, executive officers are not provided material benefits or special considerations that are not provided to other employees.

Compensation ~~Decisions~~Mix

As: Autodesk emphasizes variable compensation balanced between short- and long-term performance (on average, 77% of the ~~end~~Named Executive Officers' fiscal 2013 total compensation opportunity was variable and “at risk”). In the case of

Special Meeting Proxy Statement 26

the CEO, 89% of his fiscal ~~2011,~~2013 total compensation opportunity was variable and “at risk” with 83% of that amount tied to Autodesk's absolute or relative financial performance.

Long-Term Performance Orientation: The majority of the Named Executive Officers' total compensation opportunity (on average, 60% in fiscal 2013) is dependent on Autodesk's long-term performance. Of the CEO's fiscal 2013 total compensation opportunity, 77% is dependent on Autodesk's long-term performance.

Multi-Year Equity Award Vesting: Typically, executive officer equity awards vest over three years periods.

Significant Stock Ownership Requirements: Executives are subject to mandatory stock ownership guidelines that are monitored on an annual basis.

Independent Compensation Committee ~~consisted~~and Adviser: The Committee determines compensation for the Named Executive Officers with the assistance of ~~three~~an independent ~~nonemployee directors as defined by the listing standards of~~ compensation advisory consultant, Pay Governance, LLC.

Compensation Guiding Principles

The ~~NASDAQ Stock Market:~~

~~Steven M. West (Chairman)~~

~~Per-Kristian Halvorsen~~

~~Mary T. McDowell~~

~~Sean M. Maloney also served on the Compensation~~ Committee ~~through June 10, 2010 (the date of the Company’s 2010 Annual Stockholder’s meeting) prior~~believes that Autodesk's executive compensation program should be designed to ~~his appointment~~attract, motivate, and retain talented executives and should provide a sensible framework that is tied to ~~the Corporate Governance Committee.~~

corporate and individual performance and Autodesk long-term strategic goals. The ~~Compensation Committee:~~

~~Has the authority to approve the objective and structure of our~~general compensation ~~programs for our~~objectives are to:

Motivate executive officers ~~including Named Executive Officers.~~

to achieve business and financial goals;

~~Is responsible~~

Balance rewards for ~~ensuring that our executive officer compensation programs are effectively designed, implemented~~short- and ~~administered with sound corporate governance practices.~~

long-term performance;

~~Aligns its decisions with our overall compensation objectives,~~

Recruit and ~~seeks to balance pay with performance~~retain the highest caliber of executives through competitive rewards; and ~~potential compensation risks to ensure long-term enhancement to our stockholder’s investments.~~

~~Annually reviews and approves compensation for our Chief Executive Officer (“CEO”) and President and other executive officers.~~

~~This includes:~~

~~base salaries,~~

~~short-term cash incentives,~~

~~equity incentive grants,~~

~~employment agreements and severance arrangements,~~

~~change-in-control provisions,~~

~~other benefits or compensation arrangements.~~

~~In determining our CEO’s compensation,~~Maintain general alignment in the ~~Compensation Committee solicits input from~~philosophy used in compensating the ~~full Board of Directors before making final decisions.~~

~~In addition, the Board of Directors has delegated to the Compensation Committee authority to grant stock options, restricted stock units and other equity grants to Autodesk’s~~ executive officers and other employees. ~~The Compensation Committee’s charter and additional information about~~

Within this framework, the ~~Compensation Committee are available at~~~~www.autodesk.com~~ ~~under “Investors—Corporate Governance.”~~

~~Role of Company Management in Compensation Decisions~~

~~The Compensation Committee sets~~total compensation for ~~our~~each executive ~~officers, including our~~officer varies based on multiple dimensions:

Whether Autodesk achieves its short-term and long-term financial and non-financial objectives

The specific role and responsibility of the officer;

Individual officer's skills, competency and performance; and

Autodesk TSR.

The Committee consistently emphasizes variable compensation balanced between short and long-term performance. On average, 77% of the Named Executive ~~Officers.~~

~~Certain officers such as our CEO; Senior Vice President~~Officers' fiscal 2013 total compensation opportunity was variable in nature and “at risk.

The executive compensation program includes performance-based short-term cash incentive compensation that rewards strong financial and operational performance, and long-term incentive compensation in the form of ~~Human Resources~~equity awards that reward both strong financial and ~~Corporate Real Estate;~~operational performance and relative TSR performance. Short-term incentive cash payments are determined primarily by achievement of predetermined non-GAAP operating margin and revenue growth targets.

Special Meeting Proxy Statement 27

The charts below demonstrate the vice president responsible for compensation and benefits; and other employees from our Human Resources, Finance, and Legal organizations may assist and support the Compensation Committee by, for example, developing compensation proposals for Compensation Committee consideration, analyzing competitive compensation information, and providing analysespay mix of the ~~status~~three main components of fiscal 2013 compensation ~~programs such as levels of~~(base salary, short-term cash incentive and long-term equity ownership held by executive officers and gains in equity holdings that remain contingent upon subsequent vesting provisions. However, these individuals do not have decision-making authority in regards to executive officercompensation) for the Named Executive Officers.

The Compensation-Setting Process

The Committee determines the compensation ~~and our CEO is not present during~~for the ~~Compensation Committee’s deliberations or voting on his compensation.~~

~~Our CEO annually reviews the performance of our other~~ executive officers including the other Named Executive Officers, with our Compensation Committee. As part of this review, the CEO recommends salary adjustments, short-term cash incentives and equity incentive awards, promotions, and other compensation and benefits.CEO. The ~~Compensation~~ Committee reviews ~~these recommendations, but has final authority to set these amounts in its discretion.~~

~~In all cases, ultimate discretion for the level, type~~ and ~~mix of executive compensation in total and for each individual executive officer rests with the Compensation Committee.~~

~~Use of Outside Consultants~~

~~While management may use compensation consultants to assist in the evaluation of CEO or~~revises executive officer compensation plans and arrangements and approves all components of each executive officer's compensation.

CEO Pay Decisions

The Committee prepares the CEO's annual performance review by obtaining formal input from the independent directors of the Board, including the Chairman, and from senior management. The CEO also submits a self-assessment focused on pre-established objectives agreed upon with the Board. The Committee meets as a group in

executive sessions and separately meets with the independent directors of the Board to prepare the review, which is completed and presented to the CEO. This evaluation is used by the Committee to determine the CEO's base salary, target annual cash incentive awards, and equity awards. The Committee formulates a recommendation on CEO compensation, consults with the independent directors of the Board, and after consultation, approves the CEO compensation.

Special Meeting Proxy Statement 28

Executive Officer Pay Decisions

The CEO makes recommendations to the Committee on the base salary, target annual cash incentive awards, and equity awards for each executive officer other than himself, based on his assessment of each executive officer's performance during the year and the CEO's review of compensation data gathered from compensation surveys. The CEO reports on each executive officer's performance during the year, detailing accomplishments, areas of strength, and areas for development. The CEO bases his

evaluation on his knowledge of each executive officer's performance, an individual self-assessment completed by each executive officer, and feedback provided by each executive officer's direct reports. The Human Resources and the Compensation ~~Committee has~~and Benefits Group assists the ~~sole authority to retain~~CEO in developing the executive officers' performance reviews and ~~terminate its own compensation consultant as it deems appropriate. The compensation consultant’s role is to provide independent third-party advice to assist~~reviewing the Compensation Committee in evaluating and designing our executive compensation policies and programs. While the compensation consultant reports directly to the Compensation Committee, there is interaction between the compensation consultant and our employees as part of the process of providing executivemarket compensation data to ~~the Compensation Committee. In addition,~~determine the compensation recommendations.

In executing the responsibilities set forth in its charter, the Committee relies on several resources to provide input to the decision-making process:

Independent consultant: The Committee retained Pay Governance, LLC as its compensation adviser for fiscal 2013. Pay Governance provided advice and ~~our~~recommendations on many issues: total compensation philosophy; program design, including program goal, components, and metrics; compensation trends in the high technology sector and general market for senior executives; and the compensation of the CEO and the other executive ~~officers discuss overall Company goals~~officers. The Committee has considered the independence of Pay Governance in light of NASDAQ's new listing standards for compensation committee independence and ~~objectives.~~

the rules of the Securities and Exchange Commission. The ~~Compensation~~Committee requested and received a written confirmation from Pay Governance addressing the independence of the firm and its senior advisers working with the Committee. The Committee discussed these considerations and concluded that the work performed by Pay Governance did not raise any conflict of interest.

Management: The Committee also ~~has authority to obtain independent advice~~consults with management and ~~assistance from internal or external legal, accounting, or other advisors.~~


~~Independent Advisor~~ ~~Engaged in Fiscal 2011~~		~~Activities~~

~~Towers Watson & Co.~~		~~• Advised the Compensation Committee on executive compensation decisions through September 2010~~ ~~• Assisted in evaluating the peer group of companies the Compensation Committee uses to identify competitive compensation trends and levels (see “Benchmarking of Compensation” below)~~ ~~• Provided relevant market data, including competitive and best practices.~~

~~Independent Advisor~~
~~Engaged in Fiscal 2011~~
~~Activities~~
~~Pay Governance~~
•   Replaced Towers Watson & Co. in September 2010 when primary consultant changed firms; as a result, moved from a multi-line consulting advisor to an executive compensation “boutique” thus enhancing advisor independence
~~•   Advised the Compensation Committee on executive compensation decisions~~
~~•   Assisted in evaluating the peer group of companies the Compensation Committee uses to identify competitive compensation trends and levels (see “Benchmarking of Compensation” below)~~
~~•   Provided relevant market data, including competitive and best practices.~~
~~Compensia~~
~~•   Provided review, analysis, and recommendations for updating the Executive Change in Control program in light of both competitive and “best” practices~~

~~Benchmarking of~~Autodesk's Compensation and Benefits Group regarding executive and non-executive employee compensation plans and programs, including administering Autodesk's equity incentive plans.

Competitive Compensation Positioning

To ensure ~~that our~~the executive compensation practices ~~including base salaries, target short-term cash incentives, and equity grants~~ are competitive and ~~meet our compensation objectives,~~consistent with the ~~Compensation Committee uses the independent third-party~~Committee's executive compensation guiding principles, Pay Governance provides

the Committee with compensation data. This data ~~and services referenced above. The data and services reviewed by the Compensation Committee provide information on the compensation practices of~~is drawn from a group of companies in ~~our industry~~relevant industries as well as competitors for executive talent ~~(collectively, our “peer~~(the “compensation peer group”).

The ~~Compensation~~ Committee uses ~~the compensation~~this data, as well as information about ~~the pay practices of our peer group, and~~ broader technology industry compensation practices, when deliberating on the compensation of the executive officers.

For fiscal 2013 compensation decisions made in March 2012, the compensation peer group included the following companies:



Activision Blizzard, Inc.		Intuit, Inc.
Adobe Systems Incorporated		NetApp, Inc.
Akami Technologies, Inc.		Nuance Communications, Inc.
BMC Software, Inc.		Parametric Technology Corporation
CA, Inc.		Symantec Corporation
Citrix Systems, Inc.		VMware, Inc.
Electronic Arts, Inc.		Yahoo! Inc.

The compensation peer group is reviewed and updated each year, as necessary, to ~~assist~~ensure that the comparisons remain meaningful. The compensation peer group was selected based upon multiple criteria including industry focus, scope and complexity, and whether we compete for talent. In assessing scope and complexity, companies were selected that met most, but not necessarily all, of the following criteria: similarity to Autodesk in terms of revenue, sales growth, free cash flow, market capitalization, and ratios of market value to sales and market value to employees. In addition, the Committee believes it is important that most of the compensation peer group companies be located in the same geographic region as Autodesk.

Following its evaluation of the stockholder feedback from the 2012 Annual Meeting of Stockholders, the Committee, with the assistance of Pay Governance, reviewed and updated the compensation peer group in an effort to refine the group of companies used for comparative purposes.

Special Meeting Proxy Statement 29

As a result of this review, Symantec Corporation and Yahoo! Inc. were removed from the compensation peer group. The companies in the compensation peer group that was used during the latter portion of fiscal 2013 and into fiscal 2014 were as follows:



Company*	Reported Fiscal Year	Annual Revenues ($) (in billions)	Net Income (Loss) ($) (in billions)	Market Capitalization (as of January 31, 2013) ($) (in billions)
Activision Blizzard, Inc.	December 31, 2012	4.86	1.15	12.70
Adobe Systems, Inc.	November 30, 2012	4.40	0.83	18.87
Akamai Technologies, Inc.	December 31, 2012	1.37	0.20	7.24
BMC Software, Inc.	March 31, 2012	2.17	0.40	5.94
CA, Inc.	March 31, 2012	4.81	0.95	11.32
Citrix Systems, Inc.	December 31, 2012	2.59	0.35	13.64
Electronic Arts, Inc.	March 31, 2012	4.14	0.08	4.72
Intuit, Inc.	July 31, 2012	4.15	0.79	18.49
NetApp, Inc.	April 27, 2012	6.23	0.61	12.97
Nuance Communications, Inc.	September 30, 2012	1.65	0.21	7.61
Parametric Technology Corporation	September 30, 2012	1.26	(0.04)	2.78
VMware, Inc.	December 31, 2012	4.61	0.75	32.76
Autodesk, Inc.	January 31, 2013	2.31	0.25	8.70
Autodesk Percentile Ranking¹		33%	33%	42%
Maximum		6.23	1.15	32.76
Minimum		1.26	(0.04)	2.78

______________

* The majority of these companies have headquarters in California.

Typically, the Committee exercises its subjective judgment in making decisions about overall compensation, the elements of compensation, the amount of each element of compensation, and the relative compensation among the executive officers and does not use a formula to set executive officer compensation in relation to this data. Specifically, the Committee references the median level of each compensation element among our ~~executive officers. In fiscal 2011,~~compensation peer group companies, and sets the ~~Compensation Committee used as reference material executive~~target total direct compensation ~~information and data provided by AON/Radford and Equilar.~~

~~Specifically, we set the total compensation target~~opportunity for each of ~~our~~the executive officers to be ~~within~~at or about the ~~range~~median of total compensation packages for similar jobs offered by companies in ~~our~~the compensation peer group. In practice, actual compensation awards may be above or below ~~that typical of~~ the levels reflected by the compensation peer group, depending on ~~Company~~Autodesk's

financial performance and the individual experience, skills, and performance of each executive officer.

~~We believe~~ The Committee believes that ~~targeting~~referencing the range of total compensation packages of ~~our~~the companies in the compensation peer ~~companies~~group keeps ~~our~~Autodesk's compensation competitive and within market norms, while also providing flexibility for increases in compensation for those executive officers demonstrating extraordinary leadership and ~~contribution to the Company~~contributions and particular skills or expertise.

~~For fiscal 2011, our Named~~

Special Meeting Proxy Statement 30

The Principal Elements of the Executive ~~Officers’~~Compensation Program

The principal elements of Autodesk's executive compensation (base salary, short-term cash incentive target and equity incentive compensation) in aggregate was within approximately 2% of similar compensation pay for similar positions with companies in our peer group.

~~For fiscal 2011, the companies in our peer group~~program are ~~listed below.~~

as follows:



~~Benchmark Companies~~
~~Adobe Systems Incorporated~~Compensation Element		~~Electronic Arts, Inc.~~
~~BMC Software, Inc.~~Source		~~Intuit, Inc.~~
~~CA, Inc.~~Purpose		~~McAfee, Inc.~~Features
~~Cadence Design Systems Inc.~~Cash compensation		~~NetApp, Inc.~~
~~Citrix Systems, Inc.~~Base salary		~~Symantec Corporation~~
~~eBay, Inc.~~Forms basis for competitive compensation package and rewards individual performance and experience		~~VMware, Inc.~~Fixed compensation; base salary level reflects competitive market conditions, individual performance, and internal equity
~~EMC Corporation~~		~~Yahoo, Inc~~

These companies all have headquarters located in the San Francisco Bay Area, with the exception of BMC Software with headquarters in Houston, Texas; CA, Inc. with headquarters in Islandia, New York; and EMC Corporation with headquarters in Hopkinton, Massachusetts.

Our peer group is reviewed and updated, as necessary, each year to ensure that the comparisons are meaningful. Several factors are considered in selecting our peer group, including industry, products and services offered, revenue level, geographic location, and competition for executive talent in our labor markets. McAfee will be removed from the peer group in fiscal 2012 as a result of its acquisition by Intel Corporation in February 2011.

~~Elements of Executive Compensation Programs~~

~~Autodesk’s executive compensation program has three key components:~~

~~base salary,~~

~~short-term cash incentive, and~~

~~long-term equity incentives~~

~~The Company also provides a comprehensive benefits program and, under certain circumstances, severance.~~

These programs are designed to attract, retain, and motivate highly effective executive officers to achieve our business goals and improve stockholder value, by linking compensation to our overall strategic and financial performance, while seeking to ensure that our executive officers do not take unnecessary or excessive risks that could harm the Company and our stockholders. These programs are also intended to mitigate potential conflicts between incentives that benefit any one executive to the detriment of the Company and our stockholders. Although the amount and mix of each of these three key components generally are determined by objective assessment, the Compensation Committee retains and exercises judgment and subjective assessments in its ultimate compensation decisions.


~~Elements of Executive~~ ~~Compensation Program~~ Short-term cash award opportunities	~~Purpose~~

~~Base Salary~~Motivate achievement of specific growth and profitability objectives and maintain a high level of team and individual performance	~~Base salary provides fixed~~Variable compensation; payments based upon achievement of revenue growth and non-GAAP operating margin targets for the fiscal year (for fiscal 2014 the CEO annual ~~cash~~incentive metric is non-GAAP earnings per share relative to a target)
Equity compensation ~~set at a competitive level that recognizes the scope, responsibility and skills required~~	Performance Stock Unit awards	Align compensation with key drivers of the ~~position.~~ ~~Base salary compensation is a reliable source~~business and stockholder returns Encourage focus on long-term strategic objectives	Initial target award determined by competitive market practices and corporate and individual performance in prior fiscal year Vesting over three years after meeting pre-established revenue growth and non-GAAP operating margin performance levels (fiscal 2013 award; for fiscal 2014, relative TSR was added as an additional metric) In the case of ~~income for our executive officers, an important part~~the CEO, vesting after meeting pre-established strategic performance objectives set by the Board
	Time-based restricted stock unit awards	Encourage focus on long-term strategic objectives Further align the interests of ~~retaining our~~ executive officers and ~~is not subject to the variability of the short-term cash incentive and long-term equity incentive components of our executive compensation programs.~~

~~Short-term Cash Incentive Plan~~ ~~and Sales Commissions~~ stockholders	~~Our annual short-term cash incentive plan is intended to motivate~~Award amount determined by competitive market practices and ~~reward participants to ensure Autodesk achieves its annual financial~~corporate and ~~non-financial objectives as well as~~ individual ~~objectives.~~ ~~Sales commissions are a portion of total targeted cash compensation designed to motivate sales executives to achieve revenue and contribution targets.~~ performance in fiscal year Vesting over three years

~~Elements of Executive~~
~~Compensation Program~~
~~Purpose~~
~~Long-term Incentives—Equity- based Compensation~~
~~Equity incentive awards provide employees and~~
Base Salary

Base salary is used to provide the executive officers with a fixed amount of annual cash compensation. The Committee views base salary as a reliable source of income for the executive officers ~~the opportunity to be rewarded for increases in our stock price, which we believe aligns the interests of our employees and executive officers with those of our stockholders.~~
• ~~Stock options~~ ~~remain our primary equity incentive vehicle and are intended to direct executive attention to the importance of sustained, long-term revenue growth and profitability~~
• ~~Restricted stock units~~ ~~are granted as an additional retention tool to provide compensation to our executive officers despite the volatility of our stock price.~~
~~Both stock options and restricted stock units are commonly used equity awards in the software and technology industry, and have become integral components of competitive compensation in our industry.~~
Vesting periods between two years (in the case of restricted stock units) and four years (in the case of stock options) encourage employees and executive officers to remain with the Company and focus on longer-term results.
~~Benefits/Perquisites~~ Health and welfare programs include medical, 401(k) matching, non-qualified deferred compensation plan, life insurance, paid time off and leaves of absence. We also provide for supplementary non-core benefits to accommodate regulatory, cultural and/or practical differences in the different geographies in which we have operations.

~~Compensation Program Design~~ and ~~Practices~~

~~Base Salary~~

~~Each~~an important retention tool that is not subject to the variability - and risk - associated with the short-term and long-term incentive elements of ~~our~~the executive ~~positions is assigned to an executive salary grade~~compensation program. The Committee sets base salaries at a competitive level that recognizes the scope, responsibility and ~~associated pay range based on an internal assessment~~skills required of each ~~position’s impact~~position, as well as market conditions and ~~scope of responsibility. The midpoints~~internal pay equity.

In March 2012, the Committee considered a base salary analysis of the salary ranges are developed to reflect the increasing scope of responsibility at progressively higher executive levels and to remain competitive within our peer group. The midpoint of each range generally falls in the middle range of pay for similar jobs within our peer group. In general, an executive officer who is new or less experienced in his or her role will be paid lower in the range than an executive officer who has demonstrated proven performance in his or her role for many years, is highly proficient in the skills required for his or her role and applies those skills to very high levels of achievement.

~~We believe that generally targeting the overall range of salary~~ compensation ~~of our~~ peer group, ~~keeps our salary component competitive and balanced, and provides~~ the ~~Compensation Committee the flexibility to increase compensation in its discretion.~~

Base salaries for executive officers are set annually by the Compensation Committee, typically at its March meeting. Promotion or any appropriate adjustments required during the year may be approved at other meetings. In March 2010, the Compensation Committee considered the benchmark analysis of base salary of our peer group, our CEO’sCEO's assessment of each executive ~~officer’s~~officer's experience, skills and performance level, the general state of the economy and ~~the Company’s~~Autodesk's performance. For the CEO, the ~~Compensation~~ Committee consulted the full Board ~~of Directors~~ to conduct a similar assessment of his experience, skills and performance.

Based on those factors in the aggregate, ~~and~~ the ~~general state of the economy specifically, our~~ executive ~~officers’~~officers' base salaries were ~~not~~ increased, inon average by 6% for fiscal ~~2011, except for Mr. Bhatt. An increase in Mr. Bhatt’s salary was approved by the~~2013.

Annual Short-Term Incentive Compensation ~~Committee to recognize his ongoing unique contributions and leadership.~~

~~Short-term Cash Incentive Plan~~

The structure of our stockholder approved short-term cash incentive plan provides the Compensation Committee with the authority to provide short-term cash incentives that qualify as deductible “performance-based” compensation within the meaning of Section 162(m) of the Internal Revenue Code, provided that certain steps are taken each year. If such steps are not taken by the Compensation Committee, our short-term cash incentive plan still acts as a short-term cash incentive plan, but without qualifying as deductible “performance-based” compensation within the meaning of Section 162(m) of the Internal Revenue Code. For fiscal 2011, due in large part to the economic uncertainties at

At the beginning of each fiscal ~~2011,~~year, the ~~Compensation~~ Committee ~~elected not to take steps under our short-term~~adopts performance targets and payout metrics for the annual cash incentive ~~plan to create qualifying deductible “performance-based” compensation within~~plans for the ~~meaning of Section 162(m) of the Internal Revenue Code.~~

~~Funding of the short-term~~fiscal year. The annual cash incentive plans are intended to motivate and reward participants for achieving company-wide annual financial and non-financial objectives as well as individual objectives. On March 8, 2012, the Committee adopted

minimum performance benchmarks for funding bonuses for the executive officers under the stockholder-approved Autodesk, Inc., Executive Incentive Plan for fiscal 2013 (the “Fiscal 2013 EIP”) and approved targets for the Autodesk Incentive Plan, the bonus plan ~~was dependent~~established for all other employees of Autodesk, based on ~~the achievement of certain~~targeted revenue growth and non-GAAP operating margin ~~levels~~(the “AIP Targets”).

Target Award Opportunities

The Committee sets the target annual cash incentive award opportunity for ~~fiscal 2011. Details~~each eligible executive officer based on his or her salary grade. These target opportunities are expressed as a percentage of ~~those amounts are provided below. Non-GAAP~~the executive officer's annualized base salary, and range from 125% in the case of the CEO to 40% in the case of the Senior Vice President, Worldwide Sales and Services (who is also eligible for commission payments). An executive officer may receive

~~As outlined in footnote (b) above, the following restricted stock grants reflect the portion of director’s fees earned that were settled in restricted stock at a rate of~~ $1.20 worth of stock for each $1.00 of cash ~~compensation.~~ compensation foregone. The assumptions used in the valuation of these awards are set forth in Note 1, “Business and Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements in our fiscal 2013 Annual Report on Form 10-K filed on March 15, 2013. These amounts do not correspond to the actual value that will be realized by the directors upon the vesting of RSUs or the sale of the Common Stock underlying such awards.

The aggregate number of each ~~director’s~~director's stock options and RSUs outstanding at January 31, ~~2011 is disclosed in the table below:~~

~~Name~~

~~Option Awards~~2013 was:

Directors Aggregate Number of Shares Underlying Outstanding Stock Options Outstanding Aggregate Number of Shares Underlying Outstanding Restricted Stock Units
Crawford W. Beveridge 100,000
8,300
J. Hallam Dawson 160,000
11,056
Per-Kristian Halvorsen 140,000
11,424
Mary T. McDowell 70,000
11,056
Lorrie M. Norrington 50,000
11,056
Charles J. Robel 90,000
11,240
Stacy J. Smith 50,000
11,056
Steven M. West 110,000
8,998

~~Outstanding (#)~~

~~Crawford W. Beveridge~~

~~160,000~~

~~J. Hallam Dawson~~

~~200,000~~

~~Per-Kristian Halvorsen~~

~~140,000~~

~~Sean M. Maloney~~

~~110,000~~

~~Mary T. McDowell~~

~~50,000~~

~~Elizabeth A. Nelson~~

—

~~Charles J. Robel~~

~~110,000~~

~~Steven M. West~~

~~110,000~~

Equity Compensation Plan Information

The following table summarizes the number of outstanding options granted to employees and directors, as well as the number of securities remaining available for future issuance under these plans as of January 31, ~~2011 (number of securities in thousands)~~2013.

   (a)    (b)    (c)
Plan category
   Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights (in
thousands)    Weighted-average
exercise price of
outstanding
options, warrants
and rights    Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a)) (in
thousands)
Equity compensation plans approved by security holders
   31,092       $ 28.06       45,702 (1)
Equity compensation plans not approved by security holders (2)
   731       10.39       —




Total
   31,823       $ 27.65       45,702



	(a)	(b)	(c)
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (in millions) (#)	Weighted-average exercise price of outstanding options, warrants and rights ($)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (in millions) (#)
Equity compensation plans approved by security holders	23.8	32.88	50.2	(1)
Equity compensation plans not approved by security holders (2)	0.2	12.53	—
Total	24.0	32.69	50.2

______________


(1)	Included in this amount are ~~27.8~~36.2 million securities available for future issuance under Autodesk’s 1998 Employee Qualified Stock Purchase Plan.

(2)

Amounts correspond to Autodesk’s Nonstatutory Stock Option Plan, which was terminated by the Board ~~of Directors~~ in December 2004. The Nonstatutory Stock Option Plan permitted the grant to eligible employees of options to purchase up to 16.9 million shares, all of which have been ~~previously~~ granted. Executive officers and members of the Board ~~of Directors~~ were not eligible to participate in this plan. The Nonstatutory Stock Option Plan was intended to help ~~the Company~~Autodesk attract and retain outstanding individuals in order to promote ~~the Company’s~~Autodesk’s success. Only nonstatutory stock options were granted under the Nonstatutory Stock Option Plan.

Special Meeting Proxy Statement 57

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the beneficial ownership of Autodesk’s Common Stock as of October 31, ~~2011,~~2013, for each person or entity who is known by ~~the Company~~Autodesk to own beneficially more than ~~five percent~~5% of the outstanding shares of ~~our~~Autodesk Common Stock, each of ~~the Company’s~~Autodesk’s directors, each of the ~~executive officers named in the Summary Compensation Table on page 46~~Named Executive Officers, and all directors and executive officers ~~of the Company~~ as a group. ~~Stacy J. Smith is not included in~~



5% Stockholders, Directors and Officers (1)	Common Stock Beneficially Owned (2)	Percentage Beneficially Owned (3)
Principal Stockholders:
T. Rowe Price Associates, Inc. (4)	14,298,153	6.4	%
BlackRock, Inc. (5)	11,838,109	5.3	%
The Vanguard Group, Inc. (6)	13,591,633	6.1	%
Non-Employee Directors:
Crawford W. Beveridge (7)	106,173	*
J. Hallam Dawson (8)	165,756	*
Thomas Georgens (9)	—	*
Per-Kristian Halvorsen (10)	111,420	*
Mary T. McDowell (11)	83,932	*
Lorrie M. Norrington (12)	45,790	*
Betsy Rafael (13)	—	*
Stacy J. Smith (14)	44,556	*
Steven M. West (15)	56,605	*
Named Executive Officers:
Carl Bass (16)	1,085,586	*
Mark J. Hawkins (17)	28,268	*
Steven M. Blum (18)	174,141	*
Pascal W. Di Fronzo (19)	157,234	*
Jan Becker (20)	61,495	*
Amar Hanspal (21)	226,030	*
Robert Kross (22)	96,684	*
All directors and executive officers as a group (16 individuals) (23)	2,443,670	1.1	%

_______________

* Represents less than one percent (1%) of the ~~following table, as he was appointed to the board of directors on November 7, 2011.~~

5% Stockholders, Directors and Officers (1)    Common Stock
Beneficially
Owned (2)    Percentage
Beneficially
Owned (3)
Principal Stockholders:

BlackRock, Inc. (4)
   14,690,754       6.5 %
The Vanguard Group, Inc. (5)
   11,716,882       5.2 %
Non-Employee Directors:

Crawford W. Beveridge (6)
   162,568       *
J. Hallam Dawson (7)
   252,231       *
Per-Kristian Halvorsen (8)
   146,400       *
Sean M. Maloney (9)
   119,665       *
Mary T. McDowell (10)
   18,642       *
Lorrie M. Norrington (11)
   —         *
Charles J. Robel (12)
   121,135       *
Steven M. West (13)
   116,043       *
Named Executive Officers:

Carl Bass (14)
   2,358,496       1.0 %
Mark J. Hawkins (15)
   7,894       *
George M. Bado (16)
   186,509       *
Jay Bhatt (17)
   236,629       *
Pascal W. Di Fronzo (18)
   207,752       *
All directors and executive officers as a group (19 individuals) (19)
   5,191,247       2.2 %

outstanding Common Stock.

*	~~Represents less than one percent (1 percent) of the outstanding Common Stock.~~

(1)	Unless otherwise indicated in their respective footnote, the address for each listed person is c/o Autodesk, Inc., 111 McInnis Parkway, San Rafael, California 94903.

(2)

The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under ~~such rule,~~Rule 13d-3, beneficial ownership includes any shares ~~over which~~ the individual or entity has the right to acquire within 60 days of October 31, ~~2011~~2013, through the exercise of any stock option or other right. Unless otherwise indicated in the footnotes, each person or entity has sole voting and investment power (or shares such powers with his or her spouse) with respect to the shares shown as beneficially owned.


(3)	The total number of shares of Common Stock outstanding as of October 31, ~~2011~~2013, was ~~226,602,452.~~224,605,063.

(4)

As of December 31, ~~2010,~~2012, the reporting date of T. Rowe Price Associates, Inc.’s most recent filing with the SEC pursuant to Section 13(g) of the Exchange Act filed on February 7, 2013, T. Rowe Price Associates, Inc. was deemed to have sole voting power with respect to 4,647,578 shares and sole dispositive power with respect to 14,298,153 shares. The address of T. Rowe Price Associates, Inc. is 100 E. Pratt Street, Baltimore, MD 21202.

(5)

As of December 31, 2012, the reporting date of BlackRock, Inc.’s most recent filing with the SEC pursuant to Section 13(g) of the Exchange Act filed on February ~~2, 2011,~~8, 2013, BlackRock, Inc. was deemed to have sole voting ~~power with respect to 14,690,754 shares~~ and ~~sole~~ dispositive power with respect to ~~14,690,754~~11,838,109 shares. The address of BlackRock, Inc., is 40 East 52nd Street, New York, NY 10022.

~~(5)~~

(6)

As of December 31, ~~2010,~~2012, the reporting date of The Vanguard Group, Inc.’s most recent filing with the SEC pursuant to Section 13(g) of the Exchange Act filed on February ~~10, 2011,~~11, 2013, The Vanguard Group, Inc. was deemed to have sole voting power with respect to ~~288,620~~399,370 shares, ~~and~~ sole dispositive power with respect to ~~11,428,262~~13,212,563 shares and shared dispositive power with respect to 379,070 shares. The address of The Vanguard Group, Inc., is 100 Vanguard Blvd., Malvern, PA 19355.

~~(6)~~
(7)
Includes ~~130,000~~75,000 shares subject to options exercisable within 60 days of October 31, ~~2011.~~2013. Includes 31,173 shares held by trust.

Special Meeting Proxy Statement 58

~~(7)~~
(8)	Includes ~~200,000~~100,000 shares subject to options exercisable within 60 days of October 31, ~~2011.~~2013. Includes 65,756 shares held by trust.

~~(8)~~
(9)	Upon appointment to the Board on March 21, 2013, Mr. Georgens was granted 12,400 restricted stock units, none of which vest within 60 days of March 31, 2013.


(10)	Includes ~~140,000~~100,000 shares subject to options exercisable within 60 days of October 31, ~~2011.~~2013.

~~(9)~~
(11)	Includes ~~110,000~~70,000 shares subject to options exercisable within 60 days of October 31, ~~2011. On November 4, 2011, Mr. Maloney resigned as a member of the board of directors.~~2013.

~~(10)~~	~~Consists of 17,000~~
(12)	Includes 33,500 shares subject to options exercisable within 60 days of October 31, ~~2011.~~2013.

~~(11)~~	~~Consists~~
(13)	Upon appointment to the Board on September 19, 2013, Ms. Rafael was granted 12,400 restricted stock units, none of 0which vest within 60 days of October 31, 2013.


(14)	Includes 33,500 shares subject to options exercisable within 60 days of October 31, ~~2011.~~2013.

~~(12)~~
(15)	Includes ~~110,000~~40,000 shares subject to options exercisable within 60 days of October 31, ~~2011.~~2013. Includes 0 shares held by trust.

~~(13)~~
(16)	Includes ~~110,000~~967,500 shares subject to options exercisable within 60 days of October 31, ~~2011.~~2013. Includes 90,057 shares held by an irrevocable trust, as to which Mr. Bass holds sole voting rights, but no dispositive rights, as special voting trustee. Mr. Bass disclaims beneficial ownership of the shares held in trust except to the extent of his pecuniary interest.

~~(14)~~
(17)	Includes ~~2,278,750~~13,750 shares subject to options exercisable within 60 days of October 31, 2013.


(18)	Includes 125,000 shares subject to options exercisable within 60 days of October 31, 2013.


(19)	Includes 156,252 shares subject to options exercisable within 60 days of October 31, 2013.


(20)	Includes 13,750 shares subject to options exercisable within 60 days of October 31, 2013.


(21)	Includes 218,750 shares subject to options exercisable within 60 days of October 31, 2013.


(22)	Includes 96,249 shares subject to options exercisable within 60 days of October 31, 2013.


(23)	Includes 2,043,251 shares subject to options exercisable, and restricted stock units that vest, within 60 days of October 31, ~~2011.~~2013.

~~(15)~~

~~Includes 0 shares subject to options exercisable, and restricted stock units that vest, within 60 days of October 31, 2011.~~

~~(16)~~

Mr. Bado resigned as our Executive Vice President, Sales and Services effective March 31, 2011. As such, Autodesk does not have information on Mr. Bado’s October 31, 2011 holdings. The information noted in this table reflects Mr. Bado’s holdings as of March 31, 2011. Included in Mr. Bado’s March 31, 2011 holdings were 142,500 shares subject to options exercisable with 60 days of March 31, 2011.

~~(17)~~

~~Includes 201,742 shares subject to options exercisable, and restricted stock units that vest, within 60 days of October 31, 2011.~~

~~(18)~~

~~Includes 191,252 shares subject to options exercisable, and restricted stock units that vest, within 60 days of October 31, 2011.~~

~~(19)~~

~~Includes 4,831,869 shares subject to options exercisable, and restricted stock units that vest, within 60 days of October 31, 2011.~~

Special Meeting Proxy Statement 59

OTHER MATTERS

The Board ~~of Directors~~ does not know of any other matters to be presented at the Special Meeting. If any other matters are properly presented at the Special Meeting, ~~it is~~shares of Common Stock represented by proxy will be voted in accordance with the ~~intention~~discretion of the ~~persons named as proxies to vote the shares they represent as the Board of Directors may recommend.~~

proxy holders.

It is important that your shares be represented at the Special Meeting, regardless of the number of shares that you hold. ~~Therefore,~~Autodesk urges you ~~are urged~~ to vote at your earliest convenience.

THE BOARD OF DIRECTORS

~~November [21], 2011~~

December __, 2013

San Rafael, California

Special Meeting Proxy Statement 60
A~~PPENDIX~~ A

AUTODESK, INC.

2012 EMPLOYEE STOCK PLAN

(AS AMENDED AND RESTATED EFFECTIVE

AS OF JANUARY [14], 2014)*

1.Purposes of the Plan. The purposes of this 2012 Employee Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, and to promote the success of the Company’s business.

2.Definitions. As used herein, the following definitions shall apply:

(a)“Administrator” means the Board or any of its Committees as shall be administering the Plan, in accordance with Section 4 of the Plan.

(b) “Applicable Laws” means the requirements relating to the administration of equity compensation plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Shares are listed or quoted and the applicable laws of any other country or jurisdiction where Awards are granted under the Plan.

(c) “Award” means, individually or collectively, a grant under the Plan of Incentive Stock Options, Nonqualified Stock Options, Restricted Stock or Restricted Stock Units.

(d)“Award Agreement” means the written or electronic agreement setting forth the terms and conditions applicable to each Award granted under the Plan.

(e)“Board” means the Board of Directors of the Company.

(f)“Change of Control” means the occurrence of any of the following events, in one or a series of related transactions:

(i)any “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act, other than the Company, a subsidiary of the Company or a Company employee benefit plan, including any trustee of such plan acting as trustee, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors; or

(ii)a merger or consolidation of the Company or any direct or indirect subsidiary 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) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or

________________

* The Plan was originally adopted by the Board on November 7, 2011 and approved by the stockholders on January 6, 2012. The Plan was amended and restated via Board approval on November 15, 2013, and was approved by the stockholders on January [14], 2014, to become effective on January [14], 2014.

Special Meeting Proxy Statement A-1

(iii)the sale or disposition by the Company of all or substantially all the Company’s assets; or

(iv)a change in the composition of the Board, as a result of which fewer than a majority of the Directors are Incumbent Directors. “Incumbent Directors” shall mean Directors who either (A) are Directors as of the date this Plan is approved by the Board, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Directors and whose election or nomination was not in connection with any transaction described in (i) or (ii) above or in connection with an actual or threatened proxy contest relating to the election of directors of the Company.

(g)“Code” means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

(h)“Committee” means a Committee appointed by the Board in accordance with Section 4 of the Plan.

(i)“Common Stock” means the Common Stock of the Company.

(j)“Company” means Autodesk, Inc., a Delaware corporation, or any successor thereto.

(k)“Date of Grant” means, with respect to an Award, the date that the Award is granted and its exercise price is set (if applicable), consistent with Applicable Laws and applicable financial accounting rules.

(l)“Director” means a member of the Board.

(m)“Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code.

(n)“Earnings Per Share” means, as to any Performance Period, fully diluted earnings per share of the Company, a business unit or an industry group, as defined by generally accepted accounting principles.

(o)“Effective Date” means January 6, 2012.

(p)“Employee” means any person employed by the Company or any Parent or Subsidiary of the Company. An Employee shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor. For purposes of Incentive Stock Options, no such leave may exceed ninety days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then three (3) months following the 91^st day of such leave any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a ~~Nonstatutory~~Non-statutory Stock Option.

(q)“Exchange Act” means the Securities Exchange Act of 1934, as amended. Reference to a specific section of the Exchange Act or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

(r)“Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

(i)If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market of the National Association of Securities Dealers, Inc. Automated Quotation (“Nasdaq”) System, the Fair Market Value of a Share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as

Special Meeting Proxy Statement A-2

quoted on such system or exchange (or the exchange with the greatest volume of trading in Common Stock) on the day of determination; or

(ii)In the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good faith by the Administrator.

(iii)If Fair Market Value is to be determined as of a date which is not a date on which the Common Stock is traded, then the Fair Market Value on such date shall be the Fair Market Value on the next subsequent trading date.

(s)“Fiscal Year” means a fiscal year of the Company.

(t)“Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

(u)“Net Income” means, as to any Performance Period, net income for the Performance Period of the Company, a business unit or an industry group, as defined by generally accepted accounting principles.

(v)“Nonqualified Stock Option” means an Option not intended to qualify as an Incentive Stock Option.

(w)“Notice of Grant” means a written or electronic notice evidencing certain terms and conditions of an individual Award. The Notice of Grant is part of the Award Agreement.

(x)“Operating Margins” means the ratio of Operating Income to Revenue.

(y)“Operating Income” means income from operations of the Company, a business unit or an industry group, as defined by generally accepted accounting principles.

(z) “Option” means an Incentive Stock Option or Nonqualified Stock Option granted pursuant to the Plan.

(aa)“Parent” means a “parent corporation”, whether now or hereafter existing, as defined in Section 424(e) of the Code.

~~(bb)~~ (ab)“Participant” means the holder of an outstanding Award granted under the Plan.

~~(cc)~~ (ac)“Performance Goals” means the goal(s) (or combined goal(s)) determined by the Administrator (in its discretion) to be applicable to a Participant with respect to Awards of Restricted Stock or Restricted Stock Units. Such Performance Goals may be made applicable to Awards which are intended to comply with Section 162(m) of the Code, as well as Awards which not intended to comply with Section 162(m) of the Code. As determined by the Administrator, the Performance Goals applicable to an Award may provide for a targeted level or levels of achievement using one or more of the following measures: (a) Revenue, (b) Earnings Per Share, (c) Net Income, (d) Operating Margins, ~~and~~ (e) Total Stockholder ~~Return.~~Return, (f) recurring revenue (including annualized), (g) bookings, (h) billings, (i) number of customers, (j) objective customer indicators, (k) expenses, (l) cost reduction goals, (m) economic value added, (n) cash flow (including operating cash flow or free cash flow), (o) cash flow per share, and (p) sales or revenue targets, including product or product family targets. The Performance Goals may differ from Participant to Participant and from Award to Award. Any criteria used may be measured, as applicable, (i) on Pro Forma numbers, (ii) in absolute terms, (iii) in relative terms (including, but not limited, the passage of time and/or against other companies or financial metrics), (iv) on a per share and/or share per capita basis, (v) against the performance of the Company as a whole or against particular segments, business units, industry groups or products of the Company and/or (vi) on a pre-tax or after-tax basis. Prior to the date on which such Performance Goals are determined, the Administrator shall stipulate whether any element(s) (for example, but not by way of limitation, the effect of mergers or acquisitions) shall be included in or excluded from the calculation of any Performance Goal with respect to any Participants (notwithstanding any other provision of the Plan, whether or not such determinations result in any Performance Goal being measured on a basis other than generally accepted accounting principles).

Special Meeting Proxy Statement A-3

Such stipulation may also be made after the date such Performance Goals are determined to the extent that such stipulation would not violate Section 162(m) of the Code.

(ad)

~~(dd)~~ “Performance Period” means any Fiscal Year or such longer period as determined by the Administrator in its sole discretion.

~~(ee)~~ (ae)“Period of Restriction” means the period during which the transfer of Shares of Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. As provided in Section 9, such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator, in its discretion.

~~(ff)~~ (af)“Plan” means this 2012 Employee Stock Plan, as set forth in this instrument and as hereafter amended from time to time.

~~(gg)~~ (ag)“Pro Forma” means calculation of a Performance Goal in a manner that excludes certain non-recurring, unusual or non-cash expenses or credits, such as restructuring expenses, extraordinary tax events, expenses or credits related to equity compensation or the like, acquisition related expenses and charges, extraordinary items, income or loss from discontinued operations, and/or gains or losses from early extinguishment of debt instead of conforming to generally accepted accounting principles.

~~(hh)~~ (ah)“Restricted Stock” means an Award granted to a Participant pursuant to Section 9.

~~(ii)~~ (ai)“Restricted Stock Unit” means an Award granted to a Participant pursuant to Section 10.

~~(jj)~~ (aj)“Revenue” means net sales for the Performance Period of the Company, a business unit or an industry group, as defined by generally accepted accounting principles.

~~(kk)~~(ak) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan.

~~(ll)~~ (al)“Section 16(b)” means Section 16(b) of the Securities Exchange Act of 1934, as amended.

~~(mm)~~ (am)“Share” means a share of the Common Stock, as adjusted in accordance with Section 13 of the Plan.

~~(nn)~~ (an)“Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as defined in Section 424(f) of the Code.

~~(oo)~~ (ao)“Total Stockholder Return” means the total return (change in share price plus reinvestment of any dividends) of a share of the Company’s common stock.

3.Stock Subject to the Plan.

(a)Subject to the provisions of Section 13 of the Plan, the maximum aggregate number of Shares which may be issued under the Plan is equal to ~~6,700,000~~13,050,000 Shares plus that number of Shares remaining for issuance under the 2008 Employee Stock Plan as of January 6, 2012, not to exceed 8,500,000 Shares, plus that number of Shares that are subject to equity awards granted under the 2008 Employee Stock Plan, the 2008 Employee Stock Plan (as amended and restated), the 2006 Employee Stock Plan and the 1996 Stock Plan (collectively, the “Prior Plans”) which are outstanding as of January 6, 2012, not to exceed 6,000,000 Shares, and thereafter terminate, expire, lapse or are forfeited for any reason and which following the termination, expiration, lapse or forfeiture of such awards do not again become available for issuance under the Prior Plans, with the maximum aggregate total of Shares which may be issued under the Plan not to exceed ~~21,200,000~~27,550,000 Shares.

Special Meeting Proxy Statement A-4

has terminated). Shares that have actually been issued under the Plan under any Award will not be returned to the Plan and will not become available for future distribution under the Plan; provided, however, that if unvested Shares of Restricted Stock or Restricted Stock Units are repurchased by the Company or are forfeited to the Company, such Shares will become available for future grant under the Plan. Shares used to pay the tax and exercise price of an Award will not become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for

issuance under the Plan. Notwithstanding the foregoing and, subject to adjustment provided in Section 13, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options shall equal the aggregate Share number stated in Section 3(a), plus, to the extent allowable under Section 422 of the Code, any Shares that become available for issuance under the Plan under this Section 3(b).

(c)Notwithstanding anything to the contrary, each Share subject to an Incentive Stock Option or Nonqualified Stock Option shall be counted against the Shares authorized for issuance under the Plan as one Share. Each Share subject to an Award of Restricted Stock or Restricted Stock Units shall be counted against the Shares authorized for issuance under the Plan as 1.79 Shares. Each Share which is subject to an Award of Restricted Stock or Restricted Stock Units granted under the Plan which is forfeited to or repurchased by the Company pursuant to Section 3(b) hereof shall count as having returned 1.79 Shares to the total of number of Shares which are available for future grant or sale under the Plan.

4.Administration of the Plan.

(a)Procedure.

(i)Multiple Administrative Bodies. The Plan may be administered by the Board or different Committees with respect to different groups of Employees.

(ii)Section 162(m). To the extent that the Administrator determines it to be desirable to qualify Awards granted hereunder as “performance-based compensation” within the meaning of Section 162(m) of the Code, the Plan shall be administered by a Committee of two or more “outside directors” within the meaning of Section 162(m) of the Code.

(iii)Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder shall be structured to satisfy the requirements for exemption under Rule 16b-3.

(iv)Other Administration. Other than as provided above, the Plan shall be administered by (A) the Board or (B) a Committee, which committee shall be constituted to satisfy Applicable Laws.

(b)Powers of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion:

(i)to determine the Fair Market Value of the Common Stock, in accordance with Section 2(r) of the Plan;

(ii)to select the Employees to whom Awards may be granted hereunder;

(iii)to determine whether and to what extent Awards are granted hereunder;

(iv)to determine the number of Shares to be covered by each Award granted hereunder;

(v)to approve forms of agreement for use under the Plan;

(vi)to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. With respect to Options, such terms and conditions include, but are not limited to, the exercise price, the time or times when Options may be exercised, based in each case on such factors as the Administrator, in its sole discretion, shall determine;

Special Meeting Proxy Statement A-5

(vii)to construe and interpret the terms of the Plan and Awards granted hereunder;

(viii)to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under foreign tax laws;

(ix)to modify or amend each Award (not inconsistent with the terms of the Plan), including the discretionary authority to extend the post-termination exercisability period of Options longer than is otherwise provided for in the Plan;

(x)to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator;

(xi)to allow Participants to satisfy withholding tax obligations in such manner as may be determined by the Administrator in accordance with the terms of the Plan;

(xii)to determine the terms and restrictions applicable to Awards; and

(xiii)to make all other determinations deemed necessary or advisable for administering the Plan.

(c)Effect of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations shall be final and binding on all Participants and any other holders of Awards and shall be given the maximum deference permitted by law.

5.Eligibility. Awards may be granted only to Employees.

6.No Employment Rights. Neither the Plan nor any Award shall confer upon a Participant any right with respect to continuing the Participant’s employment with the Company or its Subsidiaries, nor shall they interfere in any way with the Participant’s right or the Company’s or Subsidiary’s right, as the case may be, to terminate such employment at any time, with or without cause or notice.

7.Term of Plan. The Plan shall become effective on January 6, 2012 and continue in effect, unless terminated earlier, until June 30, 2022.

8.Stock Options.

(a)Grant of Options. Subject to the terms and provisions of the Plan, Options may be granted to Employees at any time and from time to time as determined by the Administrator in its sole discretion. The Administrator, in its sole discretion, shall determine the number of Shares subject to each Option, provided that during any Fiscal Year, no Participant shall be granted Options covering more than a total of 1,500,000 Shares;provided, however, that such limit shall be 3,000,000 Shares in the Participant’s first Fiscal Year of Company service. The Administrator may grant Incentive Stock Options, Nonstatutory Stock Options, or a combination thereof.

(b)Term. The term of each Option shall be stated in the Notice of Grant;provided, however, that the term shall be no longer than ten (10) years from the Date of Grant. Moreover, in the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option shall be no longer than five (5) years from the Date of Grant. Subject to the five (5) and ten (10) year limits set forth in the preceding sentence, the Administrator may, after an Option is granted, extend the maximum term of the Option. Unless otherwise determined by the Administrator, any extension of the term of an Option pursuant to this Section 8(b) shall comply with Code Section 409A.

(c)Option Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be determined by the Administrator and shall be no less than 100% of the Fair

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Market Value per share on the Date of Grant;provided, however, that in the case of an Incentive Stock Option granted to an

Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the Date of Grant.

Notwithstanding the foregoing, in the event that the Company or a Subsidiary consummates a transaction described in Section 424(a) of the Code (e.g., the acquisition of property or stock from an unrelated corporation), persons who become Employees on account of such transaction may be granted Options in substitution for options granted by their former employer. If such substitute Options are granted, the Administrator, in its sole discretion and consistent with Section 424(a) of the Code, may determine that such substitute Options shall have an exercise price less than one hundred percent (100%) of the Fair Market Value of the Shares on the Date of Grant.

(d)No Repricing. The exercise price for an Option may not be reduced without the consent of the Company’s stockholders. This shall include, without limitation, a repricing of the Option as well as an Option exchange program whereby the Participant agrees to cancel an existing Option in exchange for (a) Awards with a lower exercise price, (b) a different type of Award, (c) cash, or (d) a combination of (a), (b) and/or (c).

(e)Waiting Period and Exercise Dates. At the time an Option is granted, the Administrator shall fix the period within which the Option may be exercised and shall determine any conditions which must be satisfied before the Option may be exercised. In so doing, the Administrator may specify that an Option may not be exercised until the completion of a service period or until performance milestones are satisfied.

(f)Form of Consideration. The Administrator shall determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator shall determine the acceptable form of consideration at the time of grant. Subject to Applicable Laws, such consideration may consist entirely of:

(i)cash;

(ii)check;

(iii)other Shares which (A) in the case of Shares acquired upon exercise of an option, have been owned by the Participant for more than six months on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised;

(iv)delivery to the Company of (A) a properly executed exercise notice together with such other documentation as the Administrator and the broker, if applicable, shall require to effect an exercise of the Option and (B) the sale proceeds required to pay the exercise price;

(v)any combination of the foregoing methods of payment; or

(vi)such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; provided, however, that in no case will loans be permitted as consideration for exercising an Option hereunder.

(g)Exercise of Option; Rights as a Stockholder. Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement.

An Option may not be exercised for a fraction of a Share.

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any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Participant. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the optioned stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such Share promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Share is issued, except as provided in Section 13 of the Plan.

Exercising an Option in any manner shall decrease the number of Shares thereafter available for sale under the Option, by the number of Shares as to which the Option is exercised.

(h)Termination of Relationship as an Employee. If a Participant ceases to be an Employee, other than by reason of the Participant’s death or Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement, to the extent that the Participant was entitled to exercise it on the date of termination. In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for three (3) months following the date of the Participant’s termination, to the extent that the Participant was entitled to exercise it on the date of termination.

(i)Disability. If a Participant ceases to be an Employee by reason of the Participant’s Disability, the Participant may exercise his or her Option for twelve (12) months following the date of the Participant’s termination, to the extent that the Participant was entitled to exercise it on the date of termination.

(j)Death of Participant. If a Participant ceases to be an Employee by reason of the Participant’s death, the Option may be exercised for twelve (12) months following the date of the Participant’s death, to the extent that the Participant was entitled to exercise it on such date, by the Participant’s designated beneficiary, provided such beneficiary has been designated prior to Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution.

(k)General. Notwithstanding the foregoing, in no event may the Option be exercised after its term has expired. If, on the date of termination, the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Participant (or the Participant’s beneficiary or representative, as the case may be) does not exercise his or her Option within the time specified by the Administrator, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(l)ISO $100,000 Rule. Each Option shall be designated in the Notice of Grant as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designations, to the extent that the aggregate Fair Market Value of Shares subject to a Participant’s Incentive Stock Options granted by the Company, any Parent or Subsidiary, which become exercisable for the first time during any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 8(k), Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares shall be determined as of the time of grant.

9.Restricted Stock.

(a)Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Shares of Restricted Stock to Employees as the Administrator, in its sole discretion, shall determine. The Administrator, in its sole discretion, shall determine the number of Shares to be granted to each Participant, provided that during any Fiscal Year, no

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Participant shall receive more than a total of 750,000 Shares of Restricted Stock (and/or Restricted Stock Units);provided, however, that such limit shall be 1,500,000 Shares in the Participant’s first Fiscal Year of Company service.

(b)Restricted Stock Agreement. Each Award of Restricted Stock shall be evidenced by an Award Agreement that shall specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, shall determine. Unless the Administrator determines otherwise, Shares of Restricted Stock shall be held by the Company as escrow agent until the restrictions on such Shares have lapsed.

(c)Transferability. Except as provided in this Section 9, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.

(d)Other Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate, in accordance with this Section 9(d).

(i)General Restrictions. The Administrator may set restrictions based upon continued employment or service with the Company and its affiliates, the achievement of specific performance objectives (Company-wide, departmental, or individual), the achievement of Performance Goals, applicable federal or state securities laws, other Applicable Laws, or any other basis determined by the Administrator in its discretion.

(ii)Section 162(m) Performance Restrictions. For purposes of qualifying grants of Restricted Stock as “performance-based compensation” under Section 162(m) of the Code, the Administrator, in its discretion, may set restrictions based upon the achievement of Performance Goals. The Performance Goals shall be set by the Administrator on or before the latest date permissible to enable the Restricted Stock to qualify as “performance-based compensation” under Section 162(m) of the Code. In granting Restricted Stock which is intended to qualify under Section 162(m) of the Code, the Administrator shall follow any procedures determined by it from time to time to be necessary or appropriate to ensure qualification of the Restricted Stock under Section 162(m) of the Code (e.g., in determining the Performance Goals).

(iii)Legend. The Administrator, in its discretion, may legend the Shares representing Restricted Stock to give appropriate notice of such restrictions.

(e)Removal of Restrictions. Except as otherwise provided in this Section 9, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan shall be released from escrow as soon as practicable after the last day of the Period of Restriction. The Administrator, in its discretion, may accelerate the time at which any restrictions shall lapse or be removed. After the restrictions have lapsed, the Participant shall be entitled to have any legend or legends under Section 9(d)(iii) removed from his or her Share, and the Shares shall be freely transferable by the Participant. The Administrator (in its discretion) may establish procedures regarding the release of Shares from escrow and the removal of legends, as necessary or appropriate to minimize administrative burdens on the Company.

(f)Voting Rights. During the Period of Restriction, Participants holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise.

(g)Dividends and Other Distributions. During the Period of Restriction, Participants holding Shares of Restricted Stock shall be entitled to receive all dividends and other distributions paid with respect to such Shares unless otherwise provided in the Award Agreement. Any such dividends or distribution shall be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid, unless otherwise provided in the Award Agreement.

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(h)Return of Restricted Stock to the Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed shall revert to the Company and again shall become available for grant under the Plan.

10.Restricted Stock Units.

(a)Grant of Restricted Stock Units. Restricted Stock Units may be granted to Employees at any time and from time to time, as shall be determined by the Administrator, in its sole discretion. The Administrator shall have complete discretion in determining the number of Restricted Stock Units granted to each Participant, provided that during any Fiscal Year, no Participant shall receive more than a total of 750,000 Restricted Stock Units (and/or Shares of Restricted Stock);provided, however, that such limit shall be 1,500,000 Restricted Stock Units in the Participant’s first Fiscal Year of Company service.

(b)Value of Restricted Stock Units. Each Restricted Stock Unit shall have an initial value equal to the Fair Market Value of a Share on the Grant Date.

(c)Restricted Stock Unit Agreement. Each Award of Restricted Stock Units shall be evidenced by an Award Agreement that shall specify any vesting conditions, the number of Restricted Stock Units granted, and such other terms and conditions as the Administrator, in its sole discretion, shall determine.

(d)Performance Objectives and Other Terms. The Administrator, in its discretion, shall set performance objectives or other vesting criteria which, depending on the extent to which they are met, will determine the number or value of Restricted Stock Units that will be paid out to the Participants. Each Award of Restricted Stock Units shall be evidenced by an Award Agreement that shall specify the Performance Period, and such other terms and conditions as the Administrator, in its sole discretion, shall determine.

(i)General Performance Objectives, Performance Goals or Vesting Criteria. The Administrator may set performance objectives or vesting criteria based upon the achievement of Company-wide, departmental, or individual goals, Performance Goals, applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion (for example, but not by way of limitation, continuous service as an Employee).

(ii)Section 162(m) Performance Objectives. For purposes of qualifying grants of Restricted Stock Units as “performance-based compensation” under Section 162(m) of the Code, the Administrator, in its discretion, may determine that the performance objectives applicable to Restricted Stock Units shall be based on the achievement of Performance Goals. The Performance Goals shall be set by the Administrator on or before the latest date permissible to enable the Restricted Stock Units to qualify as “performance-based compensation” under Section 162(m) of the Code. In granting Restricted Stock Units that are intended to qualify under Section 162(m) of the Code, the Administrator shall follow any procedures determined by it from time to time to be necessary or appropriate to ensure qualification of the Restricted Stock Units under Section 162(m) of the Code (e.g., in determining the Performance Goals).

(e)Earning of Restricted Stock Units. After the applicable Performance Period has ended, the holder of Restricted Stock Units shall be entitled to receive a payout of the number of Restricted Stock Units earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance objectives have been achieved. After the grant of a Restricted Stock Unit, the Administrator, in its sole discretion, may reduce or waive any performance objectives for such Restricted Stock Unit.

(f)Form and Timing of Payment of Restricted Stock Units. Payment of vested Restricted Stock Units shall be made as soon as practicable after vesting (subject to any deferral permitted under Section 18). The Administrator, in its sole discretion, may pay Restricted Stock Units in the form of cash, in Shares or in a combination thereof.

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(g)Cancellation of Restricted Stock Units. On the date set forth in the Award Agreement, all unvested Restricted Stock Units shall be forfeited to the Company and, except as otherwise determined by the Administrator, again shall be available for grant under the Plan.

11.Leaves of Absence. Unless the Administrator provides otherwise or except as otherwise required by Applicable Laws, vesting of Awards granted hereunder shall continue during any leave of absence approved by the Administrator.

12.Non-Transferability of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the recipient, only by the recipient. If the Administrator makes an Award transferable, such Award shall contain such additional terms and conditions as the Administrator deems appropriate; provided, however, that such Award shall in no event be transferable for value. Notwithstanding the foregoing, a Participant may, if the Administrator (in its discretion) so permits, transfer an Award to an individual or entity other than the Company. Any such transfer shall be made in accordance with such procedures as the Administrator may specify from time to time.

13.Adjustments Upon Changes in Capitalization.

(a)Subject to any required action by the stockholders of the Company, the number of Shares covered by each outstanding Award, the number of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Award, as well as the price per Share of Common Stock covered by each such outstanding Award and the 162(m) Fiscal Year share issuance limits under Sections 8(a), 9(a) and 10(a) hereof, shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company;provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Compensation Committee, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Award.

(b)Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each Participant as soon as practicable prior to the effective date of such proposed transaction. The Administrator in its discretion may provide for a Participant to have the right to exercise his or her Award until ten (10) days prior to such transaction as to all of the Shares covered thereby, including Shares as to which the Award would not otherwise be exercisable. In addition, the Administrator may provide that any Company repurchase option or forfeiture rights applicable to any Award shall lapse 100%, and that any Award vesting shall accelerate 100%, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed action.

(c)Change of Control. In the event of a Change of Control, each outstanding Award shall be assumed or an equivalent Award substituted by the successor corporation or a Parent or Subsidiary of the successor corporation.

In the event that the successor corporation refuses to assume or substitute for the Award, the Participant shall fully vest in and have the right to exercise all of his or her outstanding Options, including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on Restricted Stock will lapse and all Restricted Stock Units shall become fully vested;provided, however, that, with respect to Awards with performance-based vesting, including but not limited to Restricted Stock and Restricted Stock

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Units, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met. In addition, if an Option is not assumed or substituted in the event of a Change of Control, the Administrator shall notify the Participant in writing or electronically that the Option shall be fully vested and exercisable for a period of fifteen (15) days from the date of such notice, and the Option shall terminate upon the expiration of such period.

For the purposes of this paragraph, an Award shall be considered assumed if, following the Change of Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Change of Control, the consideration (whether stock, cash, or other securities or property) received in the Change of Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares);provided, however, that if such consideration received in the Change of Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of an Option or upon the payout of the Restricted Stock Unit Award, for each Share subject to the Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change of Control.

Notwithstanding anything in this Section 13(c) to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals will not be considered assumed if the Company or its successor modifies any of such performance goals without the Participant’s consent; provided, however, a modification to such performance goals only to reflect the successor corporation’s post-Change of Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption.

14.Amendment and Termination of the Plan.

(a)Amendment and Termination. Subject to Section 8(d) hereof, the Board may at any time amend, alter, suspend or terminate the Plan; provided, however, that to the extent necessary and desirable to comply with any Applicable Law, the Company shall obtain stockholder approval of any Plan amendment in such a manner and to such a degree as required.

(b)Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan shall impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing (or electronic format) and signed by the Participant and the Company.

15.Conditions Upon Issuance of Shares.

(a)Legal Compliance. Shares shall not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance.

(b)Investment Representations. As a condition to the exercise or receipt of Shares pursuant to an Award, the Company may require the person exercising or receiving Shares pursuant to an Award to represent and warrant at the time of any such exercise or receipt that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

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16.Liability of Company.

(a)Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

(b)Grants Exceeding Allotted Shares. If the Shares covered by an Award exceed, as of the Date of Grant, the number of Shares which may be issued under the Plan without additional stockholder approval, such Award shall be void with respect to such excess Shares, unless stockholder approval of an amendment sufficiently increasing the number of Shares subject to the Plan is timely obtained in accordance with Section 14(b) of the Plan.

17.Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

18.Deferrals. The Administrator, in its sole discretion, may permit a Participant to defer receipt of the payment of cash or the delivery of Shares that would otherwise be due to such Participant under an Award. Any such deferral elections shall be subject to such rules and procedures as shall be determined by the Administrator in its sole discretion.

19.Participation. No Employee shall have the right to be selected to receive an Award under this Plan, or, having been so selected, to be selected to receive a future Award.

20.No Rights as Stockholder. Except to the limited extent provided in Sections 9(f) or 9(g), no Participant (nor any beneficiary) shall have any of the rights or privileges of a stockholder of the Company with respect to any Shares issuable pursuant to an Award (or exercise thereof), unless and until Shares shall have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Participant (or beneficiary).

21.Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant’s FICA obligation) required to be withheld with respect to such Award (or exercise thereof). Notwithstanding any contrary provision of the Plan, if a Participant fails to remit to the Company such withholding amount within the time period specified by the Administrator (in its discretion), the Participant’s Award may, in the Administrator’s discretion, be forfeited and in such case the Participant shall not receive any of the Shares subject to such Award.

22.Section 409A. To the extent that the Administrator determines that any Award granted under the Plan is subject to Section 409A of the Code, the program pursuant to which such Award is granted and the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan and any Award Agreements shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan or the applicable Award Agreement to the contrary, in the event that following the Effective Date the Administrator determines that any Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the Effective Date), the Administrator may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment

of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance and thereby avoid the application of any penalty taxes under such Section.

~~23.Withholding Arrangements~~. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require a Participant to satisfy all or part of the tax withholding obligations in connection with an Award by (a) having the Company withhold otherwise deliverable Shares, or (b) delivering to the Company already-owned Shares having a Fair Market Value equal to the amount required to be withheld. The amount so withheld shall not exceed the amount determined by using the minimum federal, state, local or foreign jurisdiction statutory withholding rates applicable to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined. The Fair Market Value of the Shares to be withheld or delivered shall be determined as of the date that the taxes are required to be withheld.

~~24.Indemnification~~. Each person who is or shall have been a member of the Committee, or of the Board, shall be indemnified and held harmless by the Company against and from (a) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or any Award Agreement, and (b) from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any power that the Company may have to indemnify them or hold them harmless.

~~25.Successors~~. All obligations of the Company under the Plan, with respect to Awards granted hereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business or assets of the Company.

~~26.Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.~~

~~27.Severability~~. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

~~28.Governing Law. The Plan and all Award Agreements shall be construed in accordance with and governed by the laws of the State of California (with the exception of its conflict of laws provisions).~~

~~29.Captions. Captions are provided herein for convenience only, and shall not serve as a basis for interpretation or construction of the Plan.~~

A~~PPENDIX~~ B

~~AUTODESK, INC.~~

~~2012 OUTSIDE DIRECTORS’ STOCK PLAN~~

1.~~Purposes of the Plan~~. The purposes of this 2012 Outside Directors’ Stock Plan are to attract and retain highly skilled individuals as Directors of the Company, to provide additional incentive to the Outside Directors of the Company to serve as Directors, and to encourage their continued service on the Board.

2.~~Definitions. As used herein, the following definitions shall apply:~~

~~(a) “Administrator” means the Board, in accordance with Section 4 of the Plan.~~

~~(b) “Applicable Laws~~” means the requirements relating to the administration of equity compensation plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Shares are listed or quoted and the applicable laws of any other country or jurisdiction where Awards are granted under the Plan.

~~(c) “Award” means, individually or collectively, a grant under the Plan of Options, Restricted Stock or Restricted Stock Units.~~

~~(d) “Award Agreement” means the written or electronic agreement setting forth the terms and conditions applicable to each Award granted under the Plan.~~

~~(e) “Board” means the Board of Directors of the Company.~~

~~(f) “Change of Control” means the occurrence of any of the following events, in one or a series of related transactions:~~

(i) any “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act, other than the Company, a subsidiary of the Company or a Company employee benefit plan, including any trustee of such plan acting as trustee, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors; or

(ii) a merger or consolidation of the Company or any direct or indirect subsidiary 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) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or

~~(iii) the sale or disposition by the Company of all or substantially all the Company’s assets; or~~

(iv) a change in the composition of the Board, as a result of which fewer than a majority of the Directors are Incumbent Directors. “Incumbent Directors” shall mean Directors who either (A) are Directors as of the date this Plan is approved by the Board, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Directors and whose election or nomination was not in connection with any transaction described in (i) or (ii) above or in connection with an actual or threatened proxy contest relating to the election of directors of the Company.

~~(g) “Code~~” means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

~~(h) “Common Stock” means the Common Stock of the Company.~~

~~(i) “Company” means Autodesk, Inc., a Delaware corporation, or any successor thereto.~~

~~(j) “Date of Grant” means, with respect to an Award, the date that the Award is granted and its exercise price is set (if applicable), consistent with Applicable Laws and applicable financial accounting rules.~~

~~(k) “Director” means a member of the Board.~~

~~(l) “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code.~~

~~(m) “Effective Date” means January 6, 2012.~~

~~(n) “Employee~~” means any person, including officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. The payment of a Director’s fee or consulting fee by the Company shall not be sufficient in and of itself to constitute “employment” by the Company unless the Director and the Company agree that, as a result of payment of such fees in connection with services rendered, such Director should not be considered an Outside Director.

~~(o) “Exchange Act~~” means the Securities Exchange Act of 1934, as amended. Reference to a specific section of the Exchange Act or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

~~(p) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:~~

(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market of the National Association of Securities Dealers, Inc. Automated Quotation (“Nasdaq”) System, the Fair Market Value of a Share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such system or exchange (or the exchange with the greatest volume of trading in Common Stock) on the day of determination; or

~~(ii) In the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good faith by the Administrator.~~

(iii) If Fair Market Value is to be determined as of a date which is not a date on which the Common Stock is traded, then the Fair Market Value on such date shall be the Fair Market Value on the next subsequent trading date.

~~(q) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.~~

~~(r) “Notice of Grant” means a written or electronic notice evidencing certain terms and conditions of an individual Award. The Notice of Grant is part of the Award Agreement.~~

~~(s) “Option” means a nonqualified stock option granted pursuant to the Plan which is not intended to qualify as an Incentive Stock Option.~~

~~(t) “Outside Director” means a Director who is not an Employee.~~

~~(u) “Parent” means a “parent corporation”, whether now or hereafter existing, as defined in Section 424(e) of the Code.~~

~~(v) “Participant” means the holder of an outstanding Award granted under the Plan.~~

~~(w) “Period of Restriction” means the period during which the transfer of Shares of Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture.~~

~~(x) “Plan” means this 2012 Outside Directors’ Stock Plan, as set forth in this instrument and as hereafter amended from time to time.~~

~~(y) “Qualified Retirement~~” means a retirement from the Board after the retiring Director either (i) has attained 62 years of age and has served on the Board for at least five (5) years, or (ii) has served on the Board for at least ten (10) years.

~~(z) “Restricted Stock” means an Award granted to a Participant pursuant to Section 9.~~

~~(aa) “Restricted Stock Unit” means an Award granted to a Participant pursuant to Section 10.~~

~~(bb) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan.~~

~~(cc) “Share” means a share of the Common Stock, as adjusted in accordance with Section 13 of the Plan.~~

~~(dd) “Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as defined in Section 424(f) of the Code.~~

3.~~Stock Subject to the Plan~~.

(a) Subject to the provisions of Section 13 of the Plan, the maximum aggregate number of Shares which may be issued under the Plan is equal to 2,600,000 Shares, which Shares were, as of January 6, 2012, available for issuance under the Company’s 2010 Outside Directors’ Stock Plan.

(b) The Shares may be authorized, but unissued, or reacquired Common Stock. Subject to Section 3(c) hereof, if an Award expires or becomes unexercisable without having been exercised in full, or with respect to Restricted Stock or Restricted Stock Units, is forfeited to or repurchased by the Company, the unpurchased Shares (or for Awards other than Options, the forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). Shares that have actually been issued under the Plan under any Award will not be returned to the Plan and will not become available for future distribution under the Plan; provided, however, that if unvested Shares of Restricted Stock or Restricted Stock Units are repurchased by the Company or are forfeited to the Company, such Shares will become available for future grant under the Plan. Shares used to pay the exercise price of an Award will not become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan.

(c) Notwithstanding anything to the contrary, each Share subject to an Option shall be counted against the Shares authorized for issuance under the Plan as one Share. Each Share subject to an Award of Restricted Stock or Restricted Stock Units shall be counted against the Shares authorized for issuance under the Plan as 2.11 Shares. Each Share which is subject to an Award of Restricted Stock or Restricted Stock Units granted under the Plan which is forfeited to or repurchased by the Company pursuant to Section 3(b) hereof shall count as having returned 2.11 Shares to the total of number of Shares which are available for future grant or sale under the Plan.

4.~~Administration of the Plan~~.

~~(a)Rule 16b-3~~. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder shall be structured to satisfy the requirements for exemption under Rule 16b-3.

~~(b)Powers of the Administrator. The Board shall be the Administrator of the Plan. Subject to the provisions of the Plan, the Administrator shall have the authority, in its discretion:~~

~~(i) to determine the Fair Market Value of the Common Stock, in accordance with Section 2(p) of the Plan;~~

~~(ii) to select the individuals to whom Awards may be granted hereunder;~~

~~(iii) to determine whether and to what extent Awards are granted hereunder;~~

~~(iv) to determine the number of Shares to be covered by each Award granted hereunder;~~

~~(v) to approve forms of agreement for use under the Plan;~~

(vi) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. With respect to Options, such terms and conditions include, but are not limited to, the exercise price, the time or times when Options may be exercised, based in each case on such factors as the Administrator, in its sole discretion, shall determine;

~~(vii) to construe and interpret the terms of the Plan and Awards granted hereunder;~~

(viii) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under foreign tax laws;

(ix) to modify or amend each Award (not inconsistent with the terms of the Plan), including the discretionary authority to extend the post-termination exercisability period of Options longer than is otherwise provided for in the Plan;

~~(x) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator;~~

~~(xi) to determine the terms and restrictions applicable to Awards; and~~

~~(xii) to make all other determinations deemed necessary or advisable for administering the Plan.~~

~~(c)Effect of Administrator’s Decision~~. The Administrator’s decisions, determinations and interpretations shall be final and binding on all Participants and any other holders of Awards and shall be given the maximum deference permitted by law.

5.~~Eligibility. Awards may be granted only to Outside Directors.~~

6.~~No Service Rights. Neither the Plan nor any Award shall confer upon a Participant any right with respect to continuing the Participant’s service with the Company or its Subsidiaries.~~

7.~~Term of Plan. The Plan shall become effective on January 6, 2012 and continue in effect, unless terminated earlier, until June 30, 2022.~~

8.~~Stock Options~~.

~~(a)Grant of Options. Subject to the terms and provisions of the Plan, Options may be granted to Outside Directors at any time and from time to time as determined by the Administrator in its sole discretion.~~

~~(b)Term. The term of each Option shall be stated in the Notice of Grant;~~~~provided, however~~, that the term shall be no longer than seven (7) years from the Date of Grant. Subject to the limit set forth in the preceding sentence, the Administrator may, after an Option is granted, extend the maximum term of the Option. Unless otherwise determined by the Administrator, any extension of the term of an Option pursuant to this Section 8(b) shall comply with Code Section 409A.

~~(c)Option Exercise Price~~. The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be determined by the Administrator and shall be no less than 100% of the Fair Market Value per share on the Date of Grant

~~(d)No Repricing~~. The exercise price for an Option may not be reduced without the consent of the Company’s stockholders. This shall include, without limitation, a repricing of the Option as well as an Option exchange program whereby the Participant agrees to cancel an existing Option in exchange for (a) Awards with a lower exercise price, (b) a different type of Award, (c) cash, or (d) a combination of (a), (b) and/or (c).

~~(e)Waiting Period and Exercise Dates~~. At the time an Option is granted, the Administrator shall fix the period within which the Option may be exercised and shall determine any conditions which must be satisfied before the Option may be exercised. In so doing, the Administrator may specify that an Option may not be exercised until the completion of a service period.

~~(f)Form of Consideration~~. The Administrator shall determine the acceptable form of consideration for exercising an Option, including the method of payment. Subject to Applicable Laws, such consideration may consist entirely of:

~~(i) cash;~~

~~(ii) check;~~

(iii) other Shares which (A) in the case of Shares acquired upon exercise of an option, have been owned by the Participant for more than six months on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised;

(iv) delivery to the Company of (A) a properly executed exercise notice together with such other documentation as the Administrator and the broker, if applicable, shall require to effect an exercise of the Option and (B) the sale proceeds required to pay the exercise price;

~~(v) any combination of the foregoing methods of payment; or~~

(vi) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; provided, however, that in no case will loans be permitted as consideration for exercising an Option hereunder.

~~(g)Exercise of Option; Rights as a Stockholder~~. Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement.

~~An Option may not be exercised for a fraction of a Share.~~

An Option shall be deemed exercised when the Company receives: (i) written or electronic notice of exercise (in accordance with the Award Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Participant. Until such Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the optioned stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such Share promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Share is issued, except as provided in Section 13 of the Plan.

~~Exercising an Option in any manner shall decrease the number of Shares thereafter available for sale under the Option, by the number of Shares as to which the Option is exercised.~~

~~(h)Termination of Relationship as an Outside Director~~. If a Participant ceases to serve as an Outside Director other than by reason of death, Disability or Qualified Retirement, the Participant may exercise his or her Option for seven (7) months following the date of such cessation, to the extent that the Participant was entitled to exercise it on such date.

~~(i)Qualifying Retirement~~. If a Participant ceases to serve as an Outside Director by reason of a Qualified Retirement, then the Participant may exercise his or her Option for three (3) years following the date of such cessation, to the extent that the Participant was entitled to exercise it on such date.

~~(j)Disability~~. If a Participant ceases to serve as an Outside Director by reason of Disability, the Participant may exercise his or her Option for twelve (12) months following the date of such cessation, to the extent that the Participant was entitled to exercise it on such date.

~~(k)Death of Participant~~. If a Participant ceases to serve as an Outside Director by reason of the Participant’s death, the Option may be exercised for twelve (12) months following Participant’s death, to the extent that the Participant was entitled to exercise it on such date, by the Participant’s designated beneficiary, provided such beneficiary has been designated prior to Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution.

~~(l)General~~. Notwithstanding the foregoing, in no event may the Option be exercised after its term has expired. If, on the date of cessation of service as an Outside Director, the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after cessation of service as an Outside Director, the Participant (or the Participant’s beneficiary or representative, as the case may be) does not exercise his or her Option within the time specified by the Administrator, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

9.~~Restricted Stock~~.

~~(a)Grant of Restricted Stock~~. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Shares of Restricted Stock to Outside Directors as the Administrator, in its sole discretion, shall determine.

~~(b)Restricted Stock Agreement~~. Each Award of Restricted Stock shall be evidenced by an Award Agreement that shall specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, shall determine. Unless the Administrator determines otherwise, Shares of Restricted Stock shall be held by the Company as escrow agent until the restrictions on such Shares have lapsed.

~~(c)Transferability~~. Except as provided in this Section 9, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.

~~(d)Other Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate, in accordance with this Section 9(d).~~

~~(i)General Restrictions~~. The Administrator may set restrictions based upon continued service with the Company and its affiliates, applicable federal or state securities laws, other Applicable Laws, or any other basis determined by the Administrator in its discretion.

~~(ii)Legend. The Administrator, in its discretion, may legend the Shares representing Restricted Stock to give appropriate notice of such restrictions.~~

~~(e)Removal of Restrictions~~. Except as otherwise provided in this Section 9, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan shall be released from escrow as soon as practicable after the last day of the Period of Restriction. The Administrator, in its discretion, may accelerate the time at which any restrictions shall lapse or be removed. After the restrictions have lapsed, the Participant shall be entitled to have any legend or legends under Section 9(d)(ii) removed from his or her Share, and the Shares shall be freely transferable by the Participant. The Administrator (in its discretion) may establish procedures regarding the release of Shares from escrow and the removal of legends, as necessary or appropriate to minimize administrative burdens on the Company.

~~(f)Voting Rights~~. During the Period of Restriction, Participants holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise.

~~(g)Dividends and Other Distributions~~. During the Period of Restriction, Participants holding Shares of Restricted Stock shall be entitled to receive all dividends and other distributions paid with respect to such Shares unless otherwise provided in the Award Agreement. Any such dividends or distribution shall be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid, unless otherwise provided in the Award Agreement.

~~(h)Return of Restricted Stock to the Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed shall revert to the Company and again shall become available for grant under the Plan.~~

~~10.Restricted Stock Units~~.

~~(a)Grant of Restricted Stock Units~~.

(i) Each Outside Director who first joins the Board shall be automatically granted 12,400 Restricted Stock Units (the “Initial Restricted Stock Units”) upon the date of the first meeting of the Board at which such person first serves as an Outside Director (which shall be (i) in the case of an Outside Director elected by the stockholders of the Company, the first meeting of the Board after the meeting of stockholders at which such Outside Director was elected or (ii) in the case of an Outside Director appointed by the Board to fill a vacancy, the meeting of the Board at which such Outside Director is appointed); provided, however, that no Restricted Stock Unit shall be settled or paid under the Plan until stockholder approval of the Plan has been obtained in accordance with Section 14(b) hereof; and provided further, however, that the number of Shares subject to a grant of Initial Restricted Stock Units shall be subject to review and revision by the Board on an annual basis.

(ii) On the date of each annual stockholder meeting (an “Annual Meeting”) during the term of this Plan, each Outside Director shall automatically receive an additional award of 8,300 Restricted Stock Units (the “Annual Restricted Stock Units”), provided that (1) the Annual Restricted Stock Units shall be granted only to an Outside Director who has served on the Board for at least six full months prior to the date of grant and (2) the grant of Annual Restricted Stock Units shall be subject to the Outside Director’s continued service; provided, however, that the number of Shares subject to a grant of Annual Restricted Stock Units shall be subject to review and revision by the Board on an annual basis.

(iii) Each grant of Initial Restricted Stock Units shall vest at the rate of 1/3 on each of the first three anniversaries of its date of grant, provided that the Participant is an Outside Director on such date. Each grant of Annual Restricted Stock Units shall vest on the date of the following year’s Annual Meeting, provided that the Participant is an Outside Director on such date.

(iv) On or before December 31 of the calendar year prior to each Annual Meeting during the term of this Plan, each Outside Director may make an election (the “Election”) to receive any or all of his or her annual cash retainer that will be earned for services performed as an Outside Director in calendar years after the calendar year in which the election is made in the form of a Restricted Stock Unit Award. The Election must be in writing and delivered to the Secretary of the Company on or prior to December 31 of the calendar year prior to such Annual Meeting. Any such Election made by an Outside Director shall be irrevocable and shall comply with Section 409A of the Code to the extent applicable unless otherwise determined by the Board. Effective as of immediately following the Annual Meeting, the Outside Director shall receive a Restricted Stock Unit Award for that number of Shares determined by dividing (1) the product of (a) the amount of his or her annual retainer as an Outside Director covered by the Election, multiplied by (b) 1.2, by (2) the Fair Market Value of a Share on that date, rounded down to the nearest whole Share, provided that on the date of grant of any such Restricted Stock Unit Award such person is an Outside Director; and provided further that sufficient Shares are available under the Plan for the grant of such Restricted Stock Unit Award.Such Restricted Stock Unit Award shall vest on the date of the following year’s Annual Meeting of Stockholders of the Company, provided that the Participant is an Outside Director on such date.

~~(b)Value of Restricted Stock Units. Each Restricted Stock Unit shall have an initial value equal to the Fair Market Value of a Share on the Grant Date.~~

~~(c)Restricted Stock Unit Agreement~~. Each Award of Restricted Stock Units shall be evidenced by an Award Agreement that shall specify the vesting conditions, the number of Restricted Stock Units granted, and such other terms and conditions as the Administrator, in its sole discretion, shall determine.

~~(d)Form and Timing of Payment of Restricted Stock Units~~. Payment of vested Restricted Stock Units shall be made as soon as practicable after vesting (subject to any deferral permitted under Section 18). The Administrator, in its sole discretion, may pay Restricted Stock Units in the form of cash, in Shares or in a combination thereof.

~~(e)Cancellation of Restricted Stock Units~~. On the date set forth in the Award Agreement, all unvested Restricted Stock Units shall be forfeited to the Company and, except as otherwise determined by the Administrator, again shall be available for grant under the Plan.

~~11.Leaves of Absence~~. Unless the Administrator provides otherwise or except as otherwise required by Applicable Laws, vesting of Awards granted hereunder shall continue during any leave of absence approved by the Administrator.

~~12.Non-Transferability of Awards~~. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the recipient, only by the recipient. If the Administrator makes an Award transferable, such Award shall contain such additional terms and conditions

as the Administrator deems appropriate; provided, however, that such Award shall in no event be transferable for value. Notwithstanding the foregoing, a Participant may, if the Administrator (in its discretion) so permits, transfer an Award to an individual or entity other than the Company. Any such transfer shall be made in accordance with such procedures as the Administrator may specify from time to time.

~~13.Adjustments Upon Changes in Capitalization~~.

(a) Subject to any required action by the stockholders of the Company, the number of Shares covered by each outstanding Award, the number of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Award, as well as the price per Share of Common Stock covered by each such outstanding Award, shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company;~~provided, however~~, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Compensation Committee, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Award.

~~(b)Dissolution or Liquidation~~. In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each Participant as soon as practicable prior to the effective date of such proposed transaction. The Administrator in its discretion may provide for a Participant to have the right to exercise his or her Award until ten (10) days prior to such transaction as to all of the Shares covered thereby, including Shares as to which the Award would not otherwise be exercisable. In addition, the Administrator may provide that any Company repurchase option or forfeiture rights applicable to any Award shall lapse 100%, and that any Award vesting shall accelerate 100%, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed action.

~~(c)Change of Control. In the event of a Change of Control, each outstanding Award shall be assumed or an equivalent Award substituted by the successor corporation or a Parent or Subsidiary of the successor corporation.~~

In the event that the successor corporation refuses to assume or substitute for the Award, the Participant shall fully vest in and have the right to exercise all of his or her outstanding Options, including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on Restricted Stock will lapse and all Restricted Stock Units shall become fully vested. In addition, if an Option is not assumed or substituted in the event of a Change of Control, the Administrator shall notify the Participant in writing or electronically that the Option shall be fully vested and exercisable for a period of fifteen (15) days from the date of such notice, and the Option shall terminate upon the expiration of such period.

For the purposes of this paragraph, an Award shall be considered assumed if, following the Change of Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Change of Control, the consideration (whether stock, cash, or other securities or property) received in the Change of Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares);~~provided, however~~, that if such consideration received in the Change of Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of an

Option or upon the payout of the Restricted Stock Unit Award, for each Share subject to the Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change of Control.

~~14.Amendment and Termination of the Plan~~.

~~(a)Amendment and Termination~~. Subject to Section 8(d) hereof, the Board may at any time amend, alter, suspend or terminate the Plan; provided, however, that to the extent necessary and desirable to comply with any Applicable Law, the Company shall obtain stockholder approval of any Plan amendment in such a manner and to such a degree as required.

~~(b)Effect of Amendment or Termination~~. No amendment, alteration, suspension or termination of the Plan shall impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing (or electronic format) and signed by the Participant and the Company.

~~15.Conditions Upon Issuance of Shares~~.

~~(a)Legal Compliance~~. Shares shall not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance.

~~(b)Investment Representations~~. As a condition to the exercise or receipt of Shares pursuant to an Award, the Company may require the person exercising or receiving Shares pursuant to an Award to represent and warrant at the time of any such exercise or receipt that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

~~16.Liability of Company~~.

~~(a)Inability to Obtain Authority~~. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

~~(b)Grants Exceeding Allotted Shares~~. If the Shares covered by an Award exceed, as of the Date of Grant, the number of Shares which may be issued under the Plan without additional stockholder approval, such Award shall be void with respect to such excess Shares, unless stockholder approval of an amendment sufficiently increasing the number of Shares subject to the Plan is timely obtained in accordance with Section 14(b) of the Plan.

~~17.Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.~~

~~18.Deferrals~~. The Administrator, in its sole discretion, may permit a Participant to defer receipt of the payment of cash or the delivery of Shares that would otherwise be due to such Participant under an Award. Any such deferral elections shall be subject to such rules and procedures as shall be determined by the Administrator in its sole discretion.

~~19.Participation. No Outside Director shall have the right to be selected to receive an Award under this Plan, or, having been so selected, to be selected to receive a future Award.~~

~~20.No Rights as Stockholder~~. Except to the limited extent provided in Sections 9(f) or 9(g), no Participant (nor any beneficiary) shall have any of the rights or privileges of a stockholder of the Company with respect to any Shares issuable pursuant to an Award (or exercise thereof), unless and until such Shares shall have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Participant (or beneficiary).

~~21.Section 409A~~. To the extent that the Administrator determines that any Award granted under the Plan is subject to Section 409A of the Code, the program pursuant to which such Award is granted and the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan and any Award Agreements shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan or the applicable Award Agreement to the contrary, in the event that following the Effective Date the Administrator determines that any Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the Effective Date), the Administrator may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance and thereby avoid the application of any penalty taxes under such Section.

Special Meeting Proxy Statement A-13

~~22.~~23.Withholding Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require a Participant to satisfy all or part of the tax withholding obligations in connection with an Award by (a) having the Company withhold otherwise deliverable Shares, or (b) delivering to the Company already-owned Shares having a Fair Market Value equal to the amount required to be withheld. The amount so withheld shall not exceed the amount determined by using the minimum federal, state, local or foreign jurisdiction statutory withholding rates applicable to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined. The Fair Market Value of the Shares to be withheld or delivered shall be determined as of the date that the taxes are required to be withheld.

24.Indemnification. Each person who is or shall have been a member of the Committee, or of the Board, shall be indemnified and held harmless by the Company against and from (a) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or any Award Agreement, and (b) from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any power that the Company may have to indemnify them or hold them harmless.

~~23.~~25.Successors. All obligations of the Company under the Plan, with respect to Awards granted hereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business or assets of the Company.

~~24.~~26.Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.

~~25.~~27.Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

~~26.~~28.Governing Law. The Plan and all Award Agreements shall be construed in accordance with and governed by the laws of the State of California (with the exception of its conflict of laws provisions).

~~27.~~29.Captions. Captions are provided herein for convenience only, and shall not serve as a basis for interpretation or construction of the Plan.

~~Preliminary Copies~~

Special Meeting Proxy Statement A-14




		VOTE BY INTERNET - www.proxyvote.com
*AUTODESK, INC.* *111 MCINNIS PARKWAY* *SAN RAFAEL, CA 94903*		Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

		~~Electronic Delivery of~~ELECTRONIC DELIVERY OF Future PROXY MATERIALS
		If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

		VOTE BY PHONE - 1-800-690-6903
		Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

		VOTE BY MAIL
		Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.




		TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:


		KEEP THIS PORTION FOR YOUR RECORDS
		THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.		DETACH AND RETURN THIS PORTION ONLY

The Board of Directors recommends

you vote FOR the following proposal:

For

Against

Abstain

~~The Board of Directors recommends you vote FOR the following proposal(s):~~

~~For~~

~~Against~~

~~Abstain~~

1. Approve an amendment to the Autodesk, Inc. 2012 Employee Stock ~~Plan.~~

Plan to increase the number of shares reserved for issuance under the plan by 6,350,000 shares and add new performance goals.

2 ~~Approve the Autodesk, Inc. 2012 Outside Directors’ Stock Plan.~~

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.

~~Signature [PLEASE SIGN WITHIN BOX]~~

~~Date~~

~~Signature (Joint Owners)~~

~~Date~~

~~Important Notice Regarding the Availability of Proxy Materials for the Special Meeting:~~

~~The Notice and Proxy Statement is/are available atwww.proxyvote.com~~.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting

to be held on January 14, 2014:

The Combined Document is/are available at www.proxyvote.com.




				~~2012 SPECIAL MEETING OF STOCKHOLDERS~~
		Special Meeting OF STOCKHOLDERS
		THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF AUTODESK, INC.
				The undersigned stockholder of AUTODESK, INC. (“Autodesk”), a Delaware corporation, hereby acknowledges receipt of the Notice of Special Meeting of Stockholders and Proxy Statement, each dated ~~November [21], 2011,~~December __, 2013, and hereby appoints Carl Bass and Pascal W. Di Fronzo, or either of them, proxies and attorneys-in-fact, with full power to each of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the ~~2012~~ Special Meeting of Stockholders of Autodesk to be held on January ~~6, 2012,~~14, 2014, at ~~Autodesk’s San Francisco office,~~3:00 p.m., Pacific time, at The Landmark, One Market Street, 2nd Floor, San Francisco, CA 94105 and at any adjournment or postponement thereof, and to vote all shares of common stock that the undersigned would be entitled to vote if there personally present upon such business as may properly come before the meeting, including the items on the reverse side of this form.
				This proxy, when properly executed, will be voted as directed, or, if no contrary direction is indicated, will be voted FOR the approval of an amendment to the Autodesk, Inc. 2012 Employee Stock Plan to increase the number of shares reserved for issuance under the plan by 6,350,000 shares and ~~FOR~~add new performance goals as described in the ~~approval of the 2012 Outside Directors’ Stock Plan.~~
				accompanying proxy statement. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting.
				Continued and to be signed on reverse side



x	Preliminary proxy statement

¨	Confidential, for use of the commission only (as permitted by Rule 14a-6(e)(2))

¨	Definitive proxy statement

¨	Definitive additional materials

¨	Soliciting material under ~~Rule 14a-12~~§ 240.14a-12
AUTODESK, INC.
~~AUTODESK, INC.~~
(Name of Registrant as Specified in Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	~~(1)~~(1	)		Title of each class of securities to which transaction applies:
	(2	)
	~~(2)~~		Aggregate number of securities to which transaction applies:
	(3	)

	~~(3)~~		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4	)
	~~(4)~~		Proposed maximum aggregate value of transaction:
	(5
	~~(5)~~)		Total fee paid:




¨	Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

	~~(1)~~(1	)		Amount Previously Paid:
	(2	)
	~~(2)~~		Form, Schedule or Registration Statement No.:
	(3	)		Filing Party:
	~~(3)~~(4	)		~~Filing Party:~~

	~~(4)~~		Date Filed:



Time and Date	~~Friday,~~Tuesday, January ~~6, 2012~~14, 2014, at ~~10 a.m.~~3:00 p.m., Pacific Time.

Place	Autodesk’s San Francisco office, located at: The Landmark, One Market Street, 2^nd Floor, San Francisco, California 94105.

Items of Business	(1)	~~To approve~~Approve an amendment to the Autodesk, Inc. 2012 Employee Stock ~~Plan.~~Plan to increase the number of shares reserved for issuance under the plan by 6,350,000 shares and add new performance goals.

	(2)	~~To approve the Autodesk 2012 Outside Directors’ Stock Plan.~~

	~~(3)~~	To transact such other business as may properly come before the ~~Special Meeting.~~special meeting.

	These items of business are more fully described in the Proxy Statement accompanying this Notice of ~~2012~~ Special Meeting of Stockholders.

Adjournments and Postponements	Any action on the items of business described above may be considered at the ~~Special Meeting~~special meeting at the time and on the date specified above or at any time and date to which the ~~Special Meeting~~special meeting may be properly adjourned, postponed or ~~postponed.~~delayed.

Record Date	You are entitled to vote if you were a stockholder ~~of record~~ as of the close of business on ~~Monday,~~ November ~~7, 2011.~~15, 2013.

Voting	Your vote is very important. Whether or not you plan to attend the ~~Special Meeting,~~special meeting, we encourage you to read the Proxy Statement and to vote. You can vote on the Internet, or by telephone, or ~~request~~by requesting, signing, dating and ~~submit~~returning your proxy card as soon as possible. For specific instructions on how to vote your shares, please refer to the section entitled “Questions and Answers About the ~~2012~~ Special Meeting and Procedural Matters” beginning on page 41 of the Proxy Statement and the instructions on the ~~enclosed~~ notice of ~~internet~~Internet availability of proxy materials.

	All stockholders are cordially invited to attend the Special ~~Meeting in person. Any stockholder attending~~Meeting. If you attend the ~~Special Meeting~~special meeting, you may vote in person by ballot even if ~~such stockholder~~you previously ~~signed and returned a proxy card or~~ voted on the Internet or by ~~telephone.~~telephone or signed, dated and returned a proxy card.


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Total ($)
Crawford W. Beveridge	$	70,000	$	83,972	$	170,088	$	324,060
J. Hallam Dawson		37,500		44,977		170,088		252,565
Per-Kristian Halvorsen		42,500		50,976		170,088		263,564
Sean M. Maloney		37,500		44,977		170,088		252,565
Mary T. McDowell		32,130		38,549		448,760		519,439
Elizabeth A. Nelson		13,531		16,231		—		29,762
Charles J. Robel		50,000		59,984		170,088		280,072
Steven M. West		47,500		56,975		170,088		274,563



	Restricted Stock Unit
Director	Total Number of Shares (#)	Number of Shares Representing the 20% Premium (#)	Grant Date Fair Value of Stock Awards ($)	Grant Date Fair Value of the 20% Premium of the Stock Awards ($)
Crawford W. Beveridge	—	—	—	—
J. Hallam Dawson	2,756	459	89,983	14,986
Per-Kristian Halvorsen	3,124	520	101,999	16,978
Mary T. McDowell	2,756	459	89,983	14,986
Lorrie M. Norrington	2,756	459	89,983	14,986
Charles J. Robel	2,940	490	95,991	15,999
Stacy J. Smith	2,756	459	89,983	14,986
Steven M. West	698	116	22,790	3,787


	Restricted Stock						Options
Name	Number of Shares (#)		Grant Date Fair Value of Stock Awards ($)		Grant Date		Number of Shares (#)		Exercise Price Per Share ($)		Grant Date Fair Value of Option Awards ($)
Crawford W. Beveridge		6,131	$	167,989		6/10/2010		20,000	$	27.40	$	170,088
J. Hallam Dawson		3,284		89,982		6/10/2010		20,000		27.40		170,088
Per-Kristian Halvorsen		3,722		101,983		6/10/2010		20,000		27.40		170,088
Sean M. Maloney		3,284		89,982		6/10/2010		20,000		27.40		170,088
Mary T. McDowell		1,642		44,991		3/26/2010		50,000		29.50		448,760
Elizabeth A. Nelson		—		—		N/A		—		—		—
Charles J. Robel		2,627		71,980		6/10/2010		20,000		27.40		170,088
Steven M. West		2,080		56,992		6/10/2010		20,000		27.40		170,088




	Page

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND PROCEDURAL MATTERS	1
Q~~UESTIONSAND~~ A~~NSWERS~~ A~~BOUTTHE~~ ~~2012 EMPLOYEE~~ S~~TOCK~~ P~~LAN~~,~~THE~~ ~~2012 OUTSIDE~~ D~~IRECTORS’ STOCK~~ P~~LANAND~~ E~~QUITY~~ C~~OMPENSATION~~ 2014 Special Meeting		1
Stock Ownership	2
Q~~UESTIONSAND~~ A~~NSWERS~~ A~~BOUTTHE~~ ~~2012 SPECIAL~~ M~~EETINGAND~~ P~~ROCEDURAL~~ M~~ATTERS~~		4
~~2012 Special Meeting~~		4
~~Stock Ownership~~		5
Quorum and Voting		5	2
2012 Employee Plan and Equity Compensation at Autodesk	5
Stockholder Proposals and Director Nominations at Future Meetings		8	6
Additional Information About the Proxy Materials	7
	9
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS MEETING TO BE HELD ON JANUARY 14, 201~~Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be held on January 6, 2012~~4	8
	9
PROPOSAL 1—APPROVAL OF THE AMENDMENT TO THE 2012 EMPLOYEE STOCK PLAN	9
P~~ROPOSAL~~ ONE ~~— APPROVAL~~OF~~THE~~ ~~2012 EMPLOYEE~~ S~~TOCK~~ P~~LAN~~		10
~~Background and Purpose~~EXECUTIVE COMPENSATION		10	20
~~The Benefits of Equity Compensation for Autodesk, our Employees and Stockholders~~		11
~~Policies Related to our Equity Compensation Programs~~		12
~~Description of the 2012 Employee Plan~~		13
~~New Plan Benefits~~		18
~~Federal Tax Aspects~~		18

P~~ROPOSAL~~ TWO ~~— APPROVAL~~OF~~THE~~ ~~2012 OUTSIDE~~ D~~IRECTORS’ STOCK~~ P~~LAN~~		19
~~Background and Purpose~~		20
~~The Benefits of Equity Compensation for Autodesk, our Directors and Stockholders~~		21
~~Policies Related to our Equity Compensation Programs~~		21
~~Description of the 2012 Directors’ Plan~~		21
~~New Plan Benefits~~		24
~~Federal Tax Aspects~~		25

E~~XECUTIVE~~ C~~OMPENSATION~~		26
Compensation Discussion and Analysis		26	20
~~Compensation Committee Report~~Executive Summary		44	20
The Compensation-Setting Process	28
Competitive Compensation Positioning	29
The Principal Elements of the Executive Compensation Program	31
Report of the Compensation Committee	39
Compensation Committee Interlocks and Insider Participation		44	39
~~Compensation Practices and Risk~~		44
Summary Compensation Table and Narrative Disclosure		44	40
Grants of Plan-Based Awards in Fiscal ~~2011~~2013		47	42
Outstanding Equity Awards at Fiscal ~~2011~~2013 Year End		50	44
Option Exercises and Stock Vested at Fiscal ~~2011~~2013 Year End		51	46
Nonqualified Deferred Compensation for Fiscal ~~2011~~2013		51	46
Change in Control Arrangements and Employment Agreements		52	47
Potential Payments Upon Termination or Change in Control		54	49
Compensation of Directors		58	54
Equity Compensation Plan Information	57
	61
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	58
S~~ECURITY~~ O~~WNERSHIP~~OF C~~ERTAIN~~ B~~ENEFICIAL~~ O~~WNERSAND~~ M~~ANAGEMENT~~		62
OTHER MATTERS	60
O~~THER~~ M~~ATTERS~~		64
APPENDIX A -2012 EMPLOYEE STOCK PLAN (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY [14], 2014)
A-A~~PPENDIX~~ A1		~~A-1~~

A~~PPENDIX~~ B		~~B-1~~

~~(6)~~
(7)	Includes ~~130,000~~75,000 shares subject to options exercisable within 60 days of October 31, ~~2011.~~2013. Includes 31,173 shares held by trust.