. Employee and Director Stock Plans

Stock Plans

As of January 31, 2012, Autodesk maintained two active stock option plans for the purpose of granting equity awards to employees and to non-employee members of Autodesk’s Board of Directors: the 2012 Employee Stock Plan (“2012 Employee Plan”), which is available only to employees, and the Autodesk 2012 Outside Directors’ Plan (“2012 Directors' Plan”), which is available only to non-employee directors. Additionally, there are eight expired or terminated plans with options outstanding. The exercise price of all stock options granted under these plans was equal to the fair market value of the stock on the grant date.

The 2012 Employee Plan was approved by Autodesk's stockholders and became effective on January 6, 2012. The 2012 Employee Plan replaced the 2008 Employee Stock Plan, as amended ("2008 Plan") and no further equity awards may be granted under the 2008 Plan. The 2012 Employee Plan reserves up to 21.2 million shares which includes 15.2 million shares reserved upon the effectiveness of the 2012 Employee Plan as well as up to 6.0 million shares forfeited under certain prior employee stock plans during the life of the 2012 Employee Plan. The 2012 Employee Plan permits the grant of stock options, restricted stock units and restricted stock awards. Each restricted stock unit or restricted stock award granted will be counted against the shares authorized for issuance under the 2012 Employee Plan as 1.79 shares. If a granted option, restricted stock unit or restricted stock award expires or becomes unexercisable for any reason, the unpurchased or forfeited shares that were granted may be returned to the 2012 Employee Plan and may become available for future grant under the 2012 Employee Plan. As of January 31, 2012, no options or restricted stock have been granted under the 2012 Employee Plan. Options and restricted stock that were granted under the 2008 Stock Plan vest over periods ranging from immediately upon grant to over a four year period and options expire within four to ten years from the date of grant. The 2012 Employee Plan will expire on June 30, 2022. At January 31, 2012, 15.4 million shares were available for future issuance under the 2012 Employee Plan.

The 2012 Director's Plan was approved by Autodesk's stockholders and became effective on January 6, 2012. The 2012 Directors' Plan replaced the 2010 Outside Directors' Plan, as amended ("2010 Plan"). The 2012 Directors' Plan permits the grant of stock options, restricted stock units and restricted stock awards to non-employee members of Autodesk’s Board of Directors. Each restricted stock unit or restricted stock award granted will be counted against the shares authorized for issuance under the 2012 Directors' Plan as 2.11 shares. As of January 31, 2012, no options or restricted stock have been granted under the 2012 Directors' Plan. Options and restricted stock that were granted under the 2010 Outside Directors' Plan vest over periods ranging from one year to over a four year period and options expire within seven years from the date of grant. The 2012 Directors' Plan reserved 2.6 million shares of Autodesk common stock. The 2012 Employee Plan will expire on June 30, 2022. At January 31, 2012, 2.6 million shares were available for future issuance under the 2012 Director's Plan.

The following sections summarize activity under Autodesk’s stock plans.

Stock Options:

A summary of stock option activity for the fiscal year ended January 31, 2012 is as follows:



	Number of Shares		Weighted average exercise price per share
	(in millions)
Options outstanding at January 31, 2011	30.4		$	28.93
Granted	5.4		40.71
Exercised	(5.3	)	24.85
Canceled	(2.1	)	36.29
Options outstanding at January 31, 2012	28.4		$	31.39
Options exercisable at January 31, 2012	16.7		$	30.98
Options vested and exercisable as of January 31, 2012 and expected to vest thereafter (1)	27.7		$	31.25
Options available for grant at January 31, 2012	18.0

——————

(1) Options expected to vest reflect an estimated forfeiture rate. The weighted average remaining contractual life for these options is 3.9 years and the aggregate intrinsic value is $199.3 million.

As of January 31, 2012, total compensation cost of $74.9 million related to non-vested options is expected to be recognized over a weighted average period of 1.7 years. The following table summarizes information about the pre-tax intrinsic value of options exercised, and the weighted average grant date fair value per share of options granted, during the fiscal years ended January 31, 2012, 2011 and 2010.



	Fiscal year ended January 31,
	2012		2011		2010
Intrinsic value of options exercised (1)	$	85.7	$	61.9	$	18.8
Weighted average grant date fair value per share of stock options granted (2)	$	14.04	$	9.30	$	6.13

——————

(1) The intrinsic value of options exercised is calculated as the difference between the exercise price of the option and the market value of the stock on the date of exercise.

(2) The weighted average grant date fair value per share of stock options granted is calculated, as of the stock option grant date, using the BSM option pricing model.

The following table summarizes information about options outstanding and exercisable at January 31, 2012:



	Options Exercisable						Options Outstanding
	Number of Shares (in millions)	Weighted average contractual life (in years)	Weighted average exercise price per share		Aggregate intrinsic value(1) (in millions)		Number of Shares (in millions)	Weighted average contractual life (in years)	Weighted average exercise price per share		Aggregate intrinsic value(1) (in millions)
Range of per-share exercise prices:
$2.28 - $17.37	3.8		$	12.94			5.8		$	13.61
$17.39 - $29.49	2.6		25.81				6.1		27.64
$29.50 - $37.16	4.4		32.94				6.0		32.72
$37.26 - $41.62	2.0		38.40				5.9		40.46
$42.01 - $49.80	3.9		45.69				4.6		45.42
	16.7	2.1	$	30.98	$	127.7	28.4	4.0	$	31.39	$	201.3

____________________


(1)	Represents the total intrinsic value, based on Autodesk’s closing stock price of $36.00 per share as of January 31, 2012, which would have been received by the option holders had all option holders exercised their options as of that date.

These options will expire if not exercised at specific dates ranging through December 2021.

Restricted Stock:

A summary of restricted stock award and restricted stock unit activity for the fiscal year ended January 31, 2012 is as follows:



	Unreleased Restricted Stock		Weighted average grant date fair value
	(in thousands)
Unreleased restricted stock at January 31, 2011	1,426.8		$	30.43
Granted	1,610.5		37.07
Released	(707.6	)	25.95
Canceled	(145.6	)	32.37
Unreleased restricted stock at January 31, 2012	2,184.1		$	36.65

During the fiscal year ended January 31, 2012, Autodesk granted approximately 1,594.5 thousand restricted stock units. The restricted stock units vest over periods ranging from immediately upon grant to a pre-determined date that is typically within three years from the date of grant. Restricted stock units are not considered outstanding stock at the time of grant, as the holders of these units are not entitled to any of the rights of a stockholder, including voting rights. The fair value of the restricted stock units is expensed ratably over the vesting period. Autodesk recorded stock-based compensation expense related to restricted stock units of $29.1 million and $8.9 million during fiscal years ended January 31, 2012 and 2011, respectively. As of January 31, 2012, total compensation cost not yet recognized of $47.7 million related to non-vested awards, is expected to be recognized over a weighted average period of 1.6 years. At January 31, 2012, the number of units granted but unreleased was 2,170.6 thousand.

During the fiscal year ended January 31, 2012, Autodesk granted approximately 16,000 restricted stock awards. Restricted stock awards vest on the date of the next annual meeting. Restricted stock awards are considered outstanding at the time of grant, as the stock award holders are entitled to many of the rights of a stockholder, including voting rights. The fair value of the restricted stock awards is expensed ratably over the vesting period. Autodesk recorded stock-based compensation expense related to restricted stock awards of $0.6 million and $0.7 million during fiscal years ended January 31, 2012 and 2011, respectively. As of January 31, 2011, total compensation cost not yet recognized of $0.2 million related to non-vested awards, is expected to be recognized over a weighted average period of 0.4 years. At January 31, 2012, the number of awards granted but unreleased was 13,500.

1998 Employee Qualified Stock Purchase Plan (“ESP Plan”)

Under Autodesk’s ESP Plan, which was approved by stockholders in 1998, eligible employees may purchase shares of Autodesk’s common stock at their discretion using up to 15% of their eligible compensation subject to certain limitations, at not less than 85% of fair market value as defined in the ESP Plan. At January 31, 2012, a total of 29.7 million shares were available for future issuance. This amount automatically increases on the first trading day of each fiscal year by an amount equal to the lesser of 10.0 million shares or 2% of the total of (1) outstanding shares plus (2) any shares repurchased by Autodesk during the prior fiscal year. Under the ESP Plan, the Company issues shares on the first trading day following March 31 and September 30 of each fiscal year. The ESP Plan expires during fiscal 2018.

Autodesk issued 2.8 million shares under the ESP Plan at an average price of $18.26 per share in fiscal 2012, 3.2 million shares at an average price of $14.77 per share in fiscal 2011, and 3.1 million shares at an average price of $14.41 per share in fiscal 2010. The weighted average grant date fair value of awards granted under the ESP Plan during fiscal 2012, 2011 and 2010, calculated as of the award grant date using the BSM option pricing model, was $9.95, $10.11 and $7.19 per share, respectively. Autodesk recorded $23.8 million, $18.2 million and $26.6 million of compensation expense associated with the ESP Plan in fiscal 2012, 2011 and 2010, respectively.

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, 2012 (number of securities in millions).



	(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))
Equity compensation plans approved by security holders	30.2	$	29.38	47.7	(1)
Equity compensation plans not approved by security holders(2)	0.4	$	11.03	—
Total	30.6	$	29.15	47.7

____________________


(1)	Included in this amount are 29.7 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.