rrd134801_151646.html

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WRNjAP2zqARwHzLqUB8++g6IpiMkobk9JyDzmKavquBBrKiPYsUJzE+v162LMUBP Y8H9A+aYAaC3+/a/NBHzKg== 0001181431-07-022245.txt : 20070330 0001181431-07-022245.hdr.sgml : 20070330 20070330184520 ACCESSION NUMBER: 0001181431-07-022245 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070322 FILED AS OF DATE: 20070330 DATE AS OF CHANGE: 20070330 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AUTODESK INC CENTRAL INDEX KEY: 0000769397 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942819853 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 111 MCINNIS PKWY CITY: SAN RAFAEL STATE: CA ZIP: 94903 BUSINESS PHONE: 4155075000 MAIL ADDRESS: STREET 1: 111 MCINNIS PKWY CITY: SAN RAFAEL STATE: CA ZIP: 94903 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Di Fronzo Pascal W CENTRAL INDEX KEY: 0001394844 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14338 FILM NUMBER: 07735129 BUSINESS ADDRESS: BUSINESS PHONE: 415-507-5000 MAIL ADDRESS: STREET 1: AUTODESK, INC. STREET 2: 111 MCINNIS PARKWAY CITY: SAN RAFAEL STATE: CA ZIP: 94903 3 1 rrd152816.xml FORM 3 X0202 3 2007-03-22 0 0000769397 AUTODESK INC ADSK 0001394844 Di Fronzo Pascal W 111 MCINNIS PARKWAY SAN RAFAEL CA 94903 0 1 0 0 Sr. VP, Gen'l Counsel & Secy Common Stock 2002 D Non-Qualified Stock Option (right to buy) 7.4450 2004-08-11 2013-08-11 Common Stock 2310 D Non-Qualified Stock Option (right to buy) 17.3650 2005-05-14 2014-05-14 Common Stock 6600 D Non-Qualified Stock Option (right to buy) 29.37 2006-02-10 2012-02-10 Common Stock 8500 D Non-Qualified Stock Option (right to buy) 31.67 2006-04-14 2012-04-14 Common Stock 20000 D Non-Qualified Stock Option (right to buy) 38.00 2007-03-09 2012-03-09 Common Stock 40000 D Non-Qualified Stock Option (right to buy) 41.06 2007-12-13 2012-12-13 Common Stock 30000 D The option vests over a 3-year period beginning on 8/11/2003 at the rate of 2,380 shares on the first anniversary and 2,310 shares on each of the second and third anniversaries. The option vests over a 3-year period beginning on 5/14/2004 at the rate of 3,400 shares on the first anniversary and 3,300 shares on each of the second and third anniversaries. The option vests over a 3-year period beginning on 2/10/2005 at the rate of 2,890 shares on the first anniversary and 2,805 shares on each of the second and third anniversaries. The option vests in four equal annual installments of 5,000 shares beginning on 4/14/2005. The option vests in four equal annual installments of 10,000 shares beginning on 3/9/2006. The option vests in four equal annual installments of 7,500 shares beginning on 12/13/2006. Nancy R. Thiel, Attorney-in-fact for Pascal W. Di Fronzo 2007-03-30 EX-99.TXT 2 rrd134801_151646.htm POWER OF ATTORNEY rrd134801_151646.html

POWER OF ATTORNEY
The undersigned, as a Section 16 reporting person of Autodesk,
Inc. (the "Company"), hereby constitutes and appoints
Nancy Thiel, Diane Cree and Andrew Chew and each
of them, the undersigned's true and lawful attorney-in-fact to:
1. complete and execute Form ID and Forms 3, 4, and 5 and
other forms and all amendments thereto as such attorney-in-fact
shall in his or her discretion determine to be required or advisable
pursuant to Section 16 of the Securities Exchange Act
of 1934 (as amended) and the rules and regulations
promulgated thereunder, or any successor laws and regulations,
as a consequence of the undersigned's ownership, acquisition
or disposition of securities of the Company; and
2. do all acts necessary in order to file such forms with the Securities
and Exchange Commission, any securities exchange or national association,
the Company and such other person or agency as the attorney-in-fact shall
deem appropriate.
   The undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agents shall do or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not
assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with the Securities Exchange Act of 1934
(as amended).
   This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4, and 5 with
respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the Company and the foregoing attorneys-in-fact.
   IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 27th day of March, 2007.


Signature:	/s/ Pascal W. Di Fronzo
Print Name:	Pascal W. Di Fronzo

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