UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the registrantx

Filed by a Party other than the registrant¨

Check the appropriate box:

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):

April 28, 200827, 2010

Dear Autodesk Stockholder:

You are cordially invited to attend Autodesk’s 20082010 Annual Meeting of Stockholders to be held on Thursday, June 12, 200810, 2010 at 2:3:00 p.m., Pacific time,Time, at our principal executive offices, 111 McInnis Parkway, San Rafael,Francisco office, The Landmark, One Market Street, 2^nd Floor, San Francisco, California 94903.94105.

At the 2010 Annual Meeting of Stockholders, you will be asked to:

The accompanying Notice of 20082010 Annual Meeting of Stockholders and Proxy Statement describe these proposals in greater detail. We encourage you to read this information carefully.

This year we are takingcontinuing to take advantage of a relatively new United States Securities and Exchange Commission rule that now allows companiesus to furnish theirour proxy materials over the Internet to all of our stockholders rather than in paper form. We believe that this new delivery process will reducereduces our environmental impact and over time lowerlowers the costs of printing and distributing our proxy materials. We believe that we can achieve these benefits with no impact onmaterials without impacting our stockholders’ timely access to this important information.

We hope that you will be able to attend this year’s Annual Meeting. At the Annual Meeting we will report to our stockholders on fiscal year 2008 and describe our future strategies for our products and markets.2010. There will be an opportunity for all stockholders present at the Annual Meeting to ask questions. Whether or not you plan to attend the meeting, please sign and return the enclosed proxy card or vote on the Internet or by telephone or request, sign and return a proxy card to ensure your representation at the meeting. Your vote is important.

On behalf of the Board of Directors, I would like to express our appreciation for your continued support of Autodesk.

Very truly yours,

Very truly yours,

Carl Bass

Chief Executive Officer and President

Carl Bass

Chief Executive Officer and President

NOTICE OF 20082010 ANNUAL MEETING OF STOCKHOLDERS

(2)

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2009. 2011.

(3)

To approve the Autodesk, Inc. Executive Incentive Plan, as amended, pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended.

(4)    

(5)

To transact such other business as may properly come before the Annual Meeting.

These items of business are more fully described in the Proxy Statement accompanying this Notice of 2010 Annual Meeting of Stockholders.

These items of business are more fully described in the Proxy Statement accompanying this Notice of 2008 Annual Meeting of Stockholders.

All stockholders are cordially invited to attend the Annual Meeting in person. Any stockholder attending the Annual Meeting may vote in person even if such stockholder previously signed and returned a proxy card or voted on the Internet or by telephone.

By Order of the Board of Directors,
Pascal W. Di Fronzo
Senior Vice President, General Counsel and
		Secretary

By Order of the Board of Directors,

Pascal W. Di Fronzo

Senior Vice President, General Counsel and Secretary

This notice of annual meeting,Annual Meeting, proxy statement and accompanying form of proxy card are being distributed and made available on or about April 28, 2008.27, 2010.

TABLE OF CONTENTS

PROXY STATEMENT FOR 20082010 ANNUAL MEETING OF STOCKHOLDERS

QUESTIONSAND ANSWERS ABOUTTHE 20082010 ANNUAL MEETINGAND PROCEDURAL MATTERS

20082010 Annual Meeting

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Stock Ownership

Beneficial owners—ManyMost Autodesk stockholders hold their shares through a broker, trustee or nominee, rather than directly in their own name. If your shares are held in a brokerage account or by a bank or another nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in street name, these proxy materials have been forwarded to you by your broker, trustee or nominee who is considered, with respect to those shares, the stockholder of record.

As the beneficial owner, you have the right to direct your broker, trustee or nominee on how to vote your shares. Since a beneficial owner is not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting.

Quorum and Voting

Q: Who is entitled to vote at the Annual Meeting?

As of the Record Date, there were 223,433,440229,265,585 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. No shares of Autodesk’s Preferred Stock were outstanding.

A broker “non-vote” occurs when a broker, trustee or nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker, trustee or nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.owner as to how to vote on that proposal.

Q: How can I vote my shares in person at the Annual Meeting?

Q:	How can I vote my shares without attending the Annual Meeting?

If a broker, banktrustee or other nominee holds your shares and you are a beneficial owner, you will receive instructions from them that you must follow in order to have your shares voted. The instructions from your broker, banktrustee or other nominee will indicate if Internet and telephone voting isare available, and if they are available, will provide details regarding Internet and telephone voting.

You may vote “FOR,” “AGAINST” or “ABSTAIN” on each of the 10eight nominees for election as director. Abstentions and broker non-votes will not affect the outcome of the election.

Proposal Two—The affirmative vote of a majority of the votes duly cast is required to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm.

You may vote “FOR,” “AGAINST” or “ABSTAIN” on this proposal.Abstentions are deemed to be votes cast and have the same effect as a vote against this proposal. However, broker non-votes are not deemed to be votes cast and, therefore, are not included in the tabulation of the voting results on this proposal.

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Proposal Three—The affirmative vote of a majority of the votes duly cast is required to approve the EIP.

You may vote “FOR,” “AGAINST” or “ABSTAIN” on this proposal.Abstentions are deemed to be votes cast and have the same effect as a vote against this proposal. However, broker non-votes are not deemed to be votes cast and, therefore, are not included in the tabulation of the voting results on this proposal.

Proposal Four—The affirmative vote of a majority of the votes duly cast is required to approve the amendments to the 2000 Directors’ Option2008 Plan.

You may vote “FOR,” “AGAINST” or “ABSTAIN” on this proposal.Abstentions are deemed to be votes cast and have the same effect as a vote against this proposal. However, broker non-votes are not deemed to be votes cast and, therefore, are not included in the tabulation of the voting results on this proposal.

Beneficial owners—If you hold your shares in street name it is critical that you cast your vote if you want it to count in the election of directors (Proposal One), the approval of the EIP (Proposal Three) and the approval of amendments to the 2008 Plan (Proposal Four).

In the past, if you held your shares in street name and you did not indicate how you wanted your shares voted in the election of directors, your broker was allowed to vote those shares on your behalf in the election of directors as the broker felt appropriate. Recent rule changes eliminate the ability of your broker to vote your uninstructed shares in the election of directors on a discretionary basis. Thus, if you hold your shares in street name and you do not instruct your broker how to vote in the election of directors, no votes will be cast on your behalf. For more information on this topic, see the SEC Investor Alert issued in February 2010 entitled “New Shareholder Voting Rules for the 2010 Proxy Season” athttp://www.sec.gov/investor/alerts/votingrules2010.htm. Your broker will, however, continue to have discretion to vote any uninstructed shares on the ratification of the appointment of the Company’s independent registered public accounting firm (Proposal Two).

Q:	If I sign a proxy, how will it be voted?

If you are a stockholder of record, you may change your vote by (1) filing with Autodesk’s General Counsel, prior to your shares being voted at the Annual Meeting, a written notice of revocation or a duly executed proxy card, in either case dated later than the prior proxy card relating to the same shares, or (2) by attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not, by itself, revoke a proxy). A stockholder of record that has voted on the Internet or by telephone may also change his or her vote by subsequently making a timely and valid later Internet or telephone vote.

If you are a beneficial owner of shares held in street name, you may change your vote (1) by submitting new voting instructions to your broker, trustee or nominee or (2) if you have obtained a legal proxy from the broker, trustee or nominee that holds your shares giving you the right to vote the shares, by attending the Annual Meeting and voting in person.

Any written notice of revocation or subsequent proxy card must be received by Autodesk’s General Counsel prior to the taking of the vote at the Annual Meeting. Such written notice of revocation or subsequent proxy card should be hand delivered to Autodesk’s General Counsel or should be sent so as to be delivered to Autodesk, Inc., 111 McInnis Parkway, San Rafael, California 94903, Attention: General Counsel.

The Company may engagehas engaged the services of the Altman Group, a professional proxy solicitation firm, to aid in the solicitation of proxies from stockholders, including certain brokers, banktrustees, nominees and other institutional owners. The Company’sowners for a fee of approximately $7,500 plus costs for such services, if retained, will not be material.and expenses.

Stockholder Proposals and Director Nominations at Future Meetings

Requirements for stockholder proposals to be considered for inclusion in Autodesk’s proxy material—Stockholders may present proper proposals for inclusion in Autodesk’s proxy statement and for consideration at the next annual meeting of its stockholders by submitting their proposals in writing to Autodesk’s General Counsel in a timely manner. In order to be included in the proxy statement for the 20092011 annual meeting of stockholders, stockholder proposals must be received by Autodesk’s General Counsel no later than December 29, 2008,28, 2010, and must otherwise comply with the requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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Requirements for stockholder proposals to be brought before an annual meeting—In addition, Autodesk’s bylawsBylaws establish an advance notice procedure for stockholders who wish to present certain matters before an annual meeting of stockholders. In general, nominations for the election of directors may be made (1) by (1)or at the direction of the Board of Directors, or (2) the Corporate Governance and Nominating Committee or (3)by any stockholder entitled to vote who has timely delivered written notice to Autodesk’s General Counsel no later thanduring the Notice DeadlinePeriod (as defined below), which notice must contain specified information concerning the nominees and concerning the stockholder proposing such nominations. However, if a stockholder wishes only to recommend a candidate for consideration by the Corporate Governance and Nominating Committee as a potential nominee for director, see the procedures discussed in “Corporate Governance—Nominating Process for Recommending Candidates for Election to the Board of Directors.”

The Company’s bylawsBylaws also provide that the only business that may be conducted at an annual meeting is business that is brought (1) specified inpursuant to the notice of meeting given by or at the direction of the Board of Directors,(or any supplement thereto), (2) properly brought before the meeting by or at the direction of the Board of Directors, or (3) properly brought before the meeting by a stockholder who has timely delivered written notice which sets forth all information required by Autodesk’s Bylaws to the General Counsel of Autodesk no later thanduring the Notice DeadlinePeriod (as defined below).

The “Notice Deadline”Period” is defined as thatthe period commencing on the date 75 days prior to the one year anniversary of the date on which is 120Autodesk first mailed its proxy materials to stockholders for the previous year’s annual meeting of stockholders and terminating on the date 45 days prior to the one year anniversary of the date on which Autodesk first mailed its proxy materials to stockholders for the previous year’s annual meeting of stockholders. As a result, the Notice DeadlinePeriod for the 20092011 annual meeting of stockholders is December 29, 2008.will be from February 11, 2011 to March 14, 2011.

If a stockholder who has notified Autodesk of his or her intention to present a proposal at an annual meeting does not appear to present his or her proposal at such meeting, Autodesk need not present the proposal for vote at such meeting.

Additional Information aboutAbout the Proxy Materials

account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each Autodesk proxy card or voting instruction card that you receive to ensure that all your shares are voted.

Stockholders who do not receive a separate Notice or a separate copy of the proxy materials and 20082010 Annual Report may request to receive a separate Notice or a separate copy of the proxy materials and 20082010 Annual Report by calling (415) 507-6705 or sending an email toinvestor.relations@autodesk.com.

Alternatively, stockholders who share an address and receive multiple Notices or multiple copies of our proxy materials and 20082010 Annual Report can request to receive a single copy by following the instructions above.

Any written requests for additional information, additional copies of the proxy materials and 20082010 Annual Report, notices of stockholder proposals, recommendations for candidates to the Board of Directors, communications to the Board of Directors or any other communications should be sent to this address.

Our internet address iswww.autodesk.com. The information posted on our website is not incorporated into this proxy statement.

Important Notice Regarding the Availability of Proxy Materials for the StockholderStockholders Meeting to be held on June 12, 200810, 2010

The proxy statement and annual report to stockholderstockholders are available at: http:

https://ww3.ics.adp.com/streetlink/ADSK.materials.proxyvote.com/052769

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PROPOSAL ONE

ELECTION OF DIRECTORS

Nominees

Autodesk’s bylawsBylaws currently set the number of directors at 12. Michael J. Fister and Larry W. Wangberg have eachnine. Elizabeth A. Nelson has informed the Board of Directors that theyshe will not seek re-electionreelection to the Board of Directors.Directors at the Annual Meeting. Accordingly, the Board of Directors, upon the recommendation of the Corporate Governance and Nominating Committee, the Board of Directors has nominated 10eight individuals to be elected at the Annual Meeting, all of whom are presently directors of Autodesk. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the 10eight nominees named below. Your proxy cannot be voted for a greater number of persons than the number of nominees named in this proxy statement.

In the event that any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by the Board of Directors to fill the vacancy. The term of office of each person elected as a director will continue until the next annual meeting of stockholders or until a successor has been duly elected and qualified.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE NOMINEES LISTED BELOW.

Information and Qualifications Regarding the Nominees

The name, age and principal occupation of each nominee as of March 31, 2008,2010, are set forth in the table below. Except as described below, each of the nominees has been engaged in his or her principal occupation during the past five years. There are no family relationships among any of our directors or executive officers.

Carol A. Bartz joined Autodesk in April 1992 and serves as Executive Chairman of our Following the table below is additional narrative disclosure regarding each nominee, including each nominee’s unique qualifications to serve on the Board of Directors. Ms. Bartz’s present duties include enhancing relationships with Autodesk’s key customers, partners, governments

See “Corporate Governance” and investors along with focusing on activities designed to improve the business climate“Executive Compensation—Compensation of Directors” below for Autodesk. From April 1992 to April 2006, Ms. Bartz served as Chairman ofadditional information regarding the Board of Directors, Chief Executive Officer and President. Ms. Bartz is a directorincluding procedures for nominations of Cisco Systems, Inc., Intel Corporation and Network Appliance, Inc.

Carl Bass joined Autodesk in September 1993 and serves as Chief Executive Officer and President. Mr. Bass served as Interim Chief Financial Officer from August 2008 to April 2009. From June 2004 to April 2006, Mr. Bass served as Chief Operating Officer. From February 2002 to June 2004, Mr. Bass served as Senior Executive Vice President, Design Solutions Group. From August 2001 to February 2002, Mr. Bass served as Executive Vice President, Emerging Business and Chief Strategy Officer. From June 1999 to July 2001, he served as President and Chief Executive Officer of Buzzsaw.com, Inc., a spin-off from Autodesk. He has also held other executive positions within Autodesk. Mr. Bass is a director of McAfee, Inc.

Mark A. Bertelsen joinedMr. Bass brings to the law firmBoard of Wilson Sonsini Goodrich & RosatiDirectors extensive experience in 1972the technology industry and washas spent nearly two decades in management roles within Autodesk. As our Chief Executive Officer and President,

Mr. Bass possesses a deep knowledge and understanding of Autodesk’s business, operations, employees, the firm’s managing partner from 1991 to 1996.opportunities and risks faced by Autodesk and management’s strategy and plans for accomplishing Autodesk’s goals. His service on the board of directors of McAfee provides Mr. Bertelsen isBass with a directorstrong understanding of Informatica Corporation.his role as a director.

Crawford W. Beveridge hasis the non-executive Chairman of the Board of Directors of Autodesk. From April 2006 until January 2010, Mr. Beveridge served as Executive Vice President and Chairman EMEA, APAC and the Americas of Sun Microsystems, Inc. since April 2006. From March 1985 to December 1990 and from March 2000 to April 2006, Mr. Beveridge held other positions at Sun Microsystems, Inc., including Executive Vice President and Chief Human Resources Officer. From January 1991 to March 2000, Mr. Beveridge served as the Chief Executive Officer of Scottish Enterprise. Mr. Beveridge is a director of Scottish Equity Partners Ltd. and eSilicon Corporation.

Mr. Beveridge is independent and his three decades of experience in the high technology industry provide him with a deep understanding of Autodesk’s technology and business. His management positions with Sun Microsystems have also provided him with critical insight into the operational requirements of a global company and the management and consensus-building skills required to lead our Board of Directors as non-executive Chairman. Mr. Beveridge’s extensive international experience, gained from his roles as Chief Executive of Europe’s largest economic development agency and as a member of the Council of Economic Advisers for Scotland, provides a valuable perspective to our Board of Directors.

J. Hallam Dawsonhas served as Chairman of the Boardboard of directors of IDI Associates, a private investment bank specializing in Latin America, since September 1986. Mr. Dawson is a director of ChinaTrust Bank (USA) and OneCalifornia Bank.

Mr. Dawson, our longest serving independent director, brings to our Board of Directors over five decades of experience with finance, capital markets and accounting. He has a deep understanding of Autodesk’s business and technology. As the former president of one of the country’s largest banks, Mr. Dawson has the financial acumen necessary to serve on our Audit Committee. His deep international experience also provides him with an understanding of the challenges facing a global company. Mr. Dawson also brings strong consensus-building skills and a functional understanding of the role of the board of directors developed through his service as a director of public and private companies and a charitable organization.

Per-Kristian Halvorsen has served as Chief TechnologyInnovation Officer and Senior Vice President of Intuit, Inc. since January 2007.July 2009. Previously, he was the Chief Technology Innovation Officer and Chief Technology Officer of Intuit, Inc. from December 2006 to July 2009. He was Vice President and Director of the Solutions and Services Research Center at HPLabs from 2000 to 2005. Prior to holding these positions, Mr. Halvorsen was a laboratory director at the Xerox Palo Alto Research Center, where he worked for 17 years. Mr. Halvorsen is a director of Finn.no and Iron Mountain Incorporated.

Mr. Halvorsen is independent and has extensive experience in the technology industry. His over two decades of experience working with various technology companies provides him with a firm understanding of Autodesk’s industry, business and technology. His past service on the board of directors of Symantec Corporation gives Mr. Halvorsen a clear understanding of his role as a director. His years of service as an executive officer at technology companies, including Intuit and HPLabs, provide him with the executive compensation knowledge necessary to serve on our Compensation and Human Resources Committee.

Sean M. Maloney has been Executive Vice President and General Manager, Sales and Marketing Group, and Chief Sales and Marketing Officer of Intel Corporation since July 2006. Prior to holding these positions,this position, Mr. Maloney held a number of executive positions within Intel Corporation since 1995. Mr. Maloney is currently on a medical leave of absence from Intel Corporation. Mr. Maloney is a director of Clearwire Corporation.

Mr. Maloney is independent and brings over two decades of experience in the technology industry. Mr. Maloney’s experience at Intel, including his prior role as Chief Sales and Marketing Officer of Intel, and his time spent overseas, provide him with a strong understanding of Autodesk’s industry, business and technology as

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well as Autodesk’s international operational challenges. Mr. Maloney’s years of service as an executive officer at Intel provide him with the executive compensation knowledge necessary to serve on our Compensation and Human Resources Committee. His service as a director for Clearwire Corporation also provides him with a firm understanding of his role as a director.

Elizabeth A. NelsonMary T. McDowell has been an independent consultantserved as Executive Vice President, Chief Development Officer of Nokia Corporation since December 2005.January 2008. Previously, Ms. Nelsonshe served as Executive Vice President and Chief Financial OfficerGeneral Manager of Macromedia, Inc.Enterprise Solutions of Nokia from February 1997January 2004 to December 2007. Prior to joining Nokia, Ms. McDowell spent seventeen years in various executive, managerial and other positions at Compaq Computer Corporation and Hewlett Packard Company, including most recently as Senior Vice President, Strategy and Corporate Development of Hewlett-Packard Company. Ms. McDowell is also a director NAVTEQ Corporation.

Ms. McDowell, the newest member of its board from January 2005 until its acquisition by Adobeour Board of Directors, is independent and brings to our Board of Directors extensive management experience in December 2005.the technology industry. Her two and a half decades of experience working for global technology companies focused on innovation and collaboration provide her with a firm understanding of Autodesk’s core mission, business and technology. Ms. Nelson joined Macromedia in 1996 as the head of its mergersMcDowell is also a frequent public speaker on topics including strategy leadership and acquisitions activities. Ms. Nelson is a director of CNET Networks, Inc., MarketLive, Inc., and SuccessFactors, Inc.consumer centricity.

Charles J. Robel has served as the Chairman of the Board of Directors of McAfee, Inc. since October 2006. In addition, Mr. Robel serves as a member of McAfee Inc.’s Audit Committee. Previously he was a Managing Member and the Chief of Operations for Hummer Winblad Venture Partners, a venture capital firm, from June 2000 to December 2005. Prior to joining Hummer Winblad, Mr. Robel led the High Technology Transaction Services Group of PricewaterhouseCoopers LLP in Silicon Valley from 1995 until 2000 and served as the partner in charge of the Software Industry Group at PricewaterhouseCoopers from 1985 to 1995. In additionaladdition to his service as Chairman of the Board of Directors and as a member of the Audit Committee ofto McAfee, Inc., Mr. Robel is also a director and member of the Audit Committee of Informatica Corporation and DemandTec, Inc., and previously served on the boards of directors of Adaptec, Inc. and Borland Software Corporation.

Mr. Robel is independent and has extensive experience in accounting and the technology industry. His twenty-six years of experience at PricewaterhouseCoopers brings a directorvaluable perspective to our Board of Directors and a strong understanding of Autodesk’s industry, business and technology. Mr. Robel’s service on the boards of directors of other public companies, such as Adaptec, DemandTec, Informatica and McAfee, has provided a firm understanding of his role as a director. His public accounting experience, investment experience with Hummer Winblad, service on the audit committee of Informatica and role as chairman of the audit committees of DemandTec, Borland Software and Adaptec provide Mr. Robel with the financial acumen and leadership skills necessary to serve as the Chairman of theour Audit Committee of DemandTec, Inc.Committee.

Steven M. West is a founder and partner of Emerging Company Partners, LLC, which was formed in January 2004. Mr. West served as Chief Operating Officer of nCUBE Corporation, a provider of on-demand media systems, from December 2001 to July 2003. Prior to joining nCUBE, he was the President and Chief Executive Officer of Entera, Inc. from September 1999 until it was acquired by Blue Coat Systems, Inc. (formerly CacheFlow Inc.) in January 2001. Mr. West is a director of Cisco Systems, Inc. He

Mr. West is chairmanindependent and has extensive experience in the information technology industry. His three decades of experience, which includes founding Emerging Company Partners, LLC, a technology consulting firm, provide Mr. West with a firm understanding of Autodesk’s industry, business and technology. His past service on the boards of directors of several public and private companies provides Mr. West with a firm understanding of his role as a director. His service as a director of Cisco Systems Audit Committee and a memberGadzooks Networks, and his participation in numerous audit committee and compensation committee focus groups provide Mr. West with the leadership skills and executive compensation knowledge necessary to serve as the Chairman of its Investmentour Compensation and Human Resources Committee.

Pursuant to the employment agreementsagreement between the Company and each of Carol A. Bartz and Carl Bass, the Company has agreed to continue to nominate Ms. Bartz and Mr. Bass to serve as membersa member of the Company’s Board of Directors for as long as such individuals arehe is employed by the Company.

See “Corporate Governance” and “Executive Compensation—Compensation of Directors” below for additional information regarding the Board of Directors.

PROPOSAL TWO

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected Ernst & Young LLP as the independent registered public accounting firm to audit the consolidated financial statements of Autodesk for the fiscal year ending January 31, 2009,2011, and recommends that the stockholders vote for ratification of such appointment. In the event of a negative vote on such ratification, the Audit Committee will reconsider its selection. Even if the selection of Ernst & Young LLP is ratified, the Audit Committee, in its discretion, may direct the selection of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the Company’s and its stockholders’ best interests.

Ernst & Young LLP has audited our financial statements annually since the fiscal year ended January 31, 1983.

We expect representativesa representative of Ernst & Young LLP to be present at the meeting. TheyThe Ernst & Young representative will have the opportunity to make a statement if they desirehe or she desires to do so and will be available to respond to appropriate questions.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”

THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP

AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

Principal Accounting Fees and Services

The following table presents fees billed for professional audit services and other services rendered to the Company by Ernst & Young LLP for the fiscal years ended January 31, 20082010 and 2007.2009.

Pre-Approval of Audit and Non-Audit Services

All audit and non-audit services provided by Ernst & Young LLP to the Company must be pre-approved by the Audit Committee. The Audit Committee utilizes the following procedures in pre-approving all audit and non-audit services provided by Ernst & Young LLP. The Audit Committee is presented with a detailed listing of the individual audit and non-audit services and fees (separately describing audit-related services, tax services and other services) expected to be provided by Ernst & Young LLP during the year. Periodically, the Audit Committee is presented with an update of all pre-approved audit and non-audit services conducted and any new audit and non-audit services to be provided by Ernst & Young LLP are updated, if necessary. The Audit Committee reviews the Company’s update and approves the services outlined therein if such services are acceptable to the Audit Committee.

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To ensure prompt handling of unexpected matters, the Audit Committee delegates to the Chairman of the Audit Committee the authority to amend or modify the list of audit and non-audit services and fees; provided, however, that such additional or amended services may not affect Ernst & Young LLP’s independence under applicable SEC rules. The Chairman reports any such action taken to the Audit Committee at subsequent Audit Committee meetings.

PROPOSAL THREE

APPROVAL OF THE EXECUTIVE INCENTIVE PLAN

On April 14, 2005, our Board of Directors adopted the Executive Incentive Plan (the “EIP”), which was subsequently approved by our stockholders on June 23, 2005. On March 26, 2010, our Board of Directors amended the EIP to provide for payment of bonuses that are not intended to qualify as “performance-based compensation.” The EIP is structured to permit the payment of bonuses to qualify as deductible “performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). Code Section 162(m) limits our ability to deduct for United States Federal income tax purposes compensation in excess of $1,000,000 paid to each of the Company’s Chief Executive Officer and its three other highest paid executive officers (other than the Company’s Chief Financial Officer) in any one fiscal year. Grants of awards under the EIP will be subject to the $1,000,000 deduction limitation unless the EIP complies with the requirements of Section 162(m) for “performance-based compensation.” One of the requirements of “performance-based compensation” is that, if the Compensation Committee is given the authority under a plan to set specific performance targets, the material terms of the plan under which such performance targets are set must be approved by the stockholders every five years. Therefore, to comply with the Code Section 162(m), we are asking stockholders once again to approve the EIP.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”

THE EXECUTIVE INCENTIVE PLAN.

Description of the EIP

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

Eligibility. Participants in the EIP are executive officers and key employees of the Company, chosen solely at the discretion of the Compensation and Human Resources Committee. No person is automatically entitled to participate in the EIP in any plan year. As of March 25, 2010, all executive officers were chosen to participate for fiscal year 2011. Each participant must remain an employee of the Company for all of fiscal year 2011 in order to be eligible to receive any award. Because our executive officers are eligible to receive awards under the EIP, our executive officers have an interest in this proposal. Participants in the EIP may also be eligible to receive discretionary bonuses, or other types of compensation, outside of the EIP.

Purposes. The purposes of the EIP are to motivate the participants to achieve goals relating to the performance of Autodesk or one of its business units or other objectively determinable goals and to reward them when those objectives are satisfied, thereby increasing stockholder value and the success of Autodesk by motivating executive officers to perform to the best of their abilities and to achieve Autodesk’s objectives. If certain requirements are satisfied, bonuses issued under the EIP may qualify as deductible “performance-based compensation” within the meaning of Section 162(m) of the Code.

Administration. The EIP will be administered by the Compensation and Human Resources Committee, consisting of no fewer than two members of the Board of Directors who are not employees of Autodesk and who otherwise qualify as “outside directors” within the meaning of Code Section 162(m).

Determination of Awards. Under the EIP, participants will be eligible to receive awards based upon the attainment and certification of certain performance criteria established by the Compensation and Human Resources Committee. The Compensation and Human Resources Committee may choose from one or more of the following performance criteria: annual revenue; cash position; earnings per share; net income; operating cash flow; operating margins; operating income; return on assets; return on equity; return on sales; total stockholder return; or other performance objectives.

The performance criteria may be based on absolute target numbers or growth in one or more such categories compared to a prior period, and may differ for each participant. The financial measures that constitute performance criteria may, at the discretion of the Compensation and Human Resources Committee, be based on pro-forma numbers excluding extraordinary or one-time expenses or credits, such as restructuring expenses, extraordinary tax events, stock option expensing or the like. The performance measures may also, as the Compensation and Human Resources Committee specifies, either include or exclude the effect of payment of the bonuses under the EIP or any other bonus plan of the Company. Performance criteria may apply to Autodesk or to one of our business units. Any other performance objectives must relate to a goal that is objectively determinable within the meaning of Code Section 162(m).

Our Compensation and Human Resources Committee may provide that attainment of a performance goal will be measured by adjusting the evaluation of performance goal performance to exclude (i) any extraordinary non-recurring items as described in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 225 20,Income Statement —Extraordinary and Unusual Items, and/or in management’s discussion and analysis of financial conditions and results of operations appearing in our annual report to stockholders for the applicable year, or (ii) the effect of any changes in accounting principles affecting Autodesk’s or a business unit’s reported results.

Target Award Determination.The Compensation and Human Resources Committee establishes the target award and payout formula for each participant. Each target award and payout formula must be set forth in writing.

For fiscal 2011, the Compensation and Human Resources Committee set target awards under the EIP to each executive officer, including the CEO, based on revenue and operating margin goals. These fiscal 2011 bonuses are intended to qualify as deductible “performance-based compensation” under Code Section 162(m).

Payout Determination and Certification.Prior to the payment of any award, the Compensation and Human Resources Committee must certify in writing the extent to which the performance goals applicable to each participant for the applicable performance period were achieved or exceeded. The award for each participant will be determined by applying the payout formula to the level of actual performance that has been certified by the Compensation and Human Resources Committee, although such committee retains the discretion to reduce or eliminate any award that would otherwise be payable pursuant to the EIP.

Payment of Awards. All awards will be paid in cash solely from our general assets as soon as is practicable following determination of the award, but in no event later than 2 ¹/2 months after the end of the applicable performance period, unless the Compensation and Human Resources Committee chooses to defer the payment of awards as it determines, in its discretion, is necessary or desirable to preserve the deductibility of such awards under Code Section 162(m).

Maximum Award.The amounts that will be paid pursuant to the EIP are not currently determinable. The maximum bonus payment that any participant may receive under the EIP in any of our fiscal years is $4,000,000.

Non-Performance-Based Compensation Bonuses.The Compensation and Human Resources Committee may determine to pay cash bonuses under the EIP that are not intended to constitute “performance-based compensation” within the meaning of Section 162(m) of the Code and which shall be payable pursuant to such

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terms and conditions as the Compensation and Human Resources Committee may determine in its sole discretion; provided, however, that in no event shall payment of a bonus under the EIP that is not intended to be “performance-based compensation” be contingent upon failure to achieve the performance goals under an otherwise performance-based arrangement in accordance with the regulations under Section 162(m).

Term of Plan.The EIP was first applied to bonuses for fiscal 2006 and will continue until terminated by the Compensation and Human Resources Committee.

Amendment and Termination. The Compensation and Human Resources Committee may amend, modify, suspend or terminate the EIP, in whole or in part, at any time, including the adoption of amendments deemed necessary or desirable to correct any defect or supply omitted data or to reconcile any inconsistency in the EIP or in any award granted under the EIP. However, no such amendment, alteration, suspension or discontinuation may be made which would (i) impair any payments to participants made prior to such amendment, modification, suspension or termination, unless the Compensation and Human Resources Committee has made a determination that such amendment or modification is in the best interests of all persons to whom awards have theretofore been granted, and in no event may such amendment or modification result in an increase in the amount of compensation payable pursuant to such award or (ii) cause compensation that is, or may become, payable under the EIP to fail to qualify as “performance-based compensation.” To the extent necessary or advisable under applicable law, including Code Section 162(m), amendments will be subject to stockholder approval.

Indemnification.Our Board of Directors and Compensation and Human Resources Committee are generally indemnified by Autodesk for any liability arising from claims relating to the EIP.

Federal Income Tax Consequences. Under present federal income tax law, participants will recognize ordinary income equal to the amount of the bonus payment received in the year of receipt. The bonus payment will be subject to applicable income and employment tax withholding by Autodesk. If and to the extent that the EIP payments satisfy the requirements of Code Section 162(m) and otherwise satisfy the requirements for deductibility under federal income tax law, the Company will receive a deduction for the amount constituting ordinary income to the participant.

New Plan Benefits

Awards under the EIP are determined based on actual performance, so future actual awards are not determinable at this time. The Compensation and Human Resources Committee determined that for fiscal 2011, each of our executive officers is eligible to receive a bonus under the EIP. Non-employee directors are not eligible to participate in the EIP.

For fiscal 2010, the Compensation and Human Resources Committee made awards under the EIP to our executive officers. For more information, please see “Executive Compensation—Compensation Discussion and Analysis.”

PROPOSAL FOUR

APPROVAL OF AMENDMENTS TO THE 2000 DIRECTORS’ OPTION2008 EMPLOYEE STOCK PLAN

The Board of Directors is asking stockholders to approve an amended and restated 2000 Directors’ Optionamendments to Autodesk’s 2008 Employee Stock Plan (the “Plan”“2008 Plan”) to among other things (i) increase the number of shares reserved for issuance under the 2008 Plan by 15.5 million shares and (ii) extend the term of the 2008 Plan to June 28, 2013, so that we can continue using it to helpuse the 2008 Plan to achieve Autodesk’s employee performance, recruiting, retention and incentive goals, as well as to receive a federal income tax deduction for certain compensation paid under the Company’s goals of attracting, retaining and motivating highly talented individuals2008 Plan. If stockholders approve the amendments to serve as members of our Board of Directors. Thethe 2008 Plan, was amended and restated to:

The2008 Plan provides for automatic non-discretionary grants of options and restricted stock to our non-employee directors. The proposed amendment to increase thewill be 15.5 million shares plus that number of Shares reserved for issuance doesshares remaining under the existing 2008 Plan, not change the number of Shares granted to directors each year but provides sufficient Shares to continue to fund the Plan.

exceed 500,000 shares. The Plan currently has 310,894 Shares reserved for future option and restricted stock grants, which will increase to 910,894 if the amended and restated2008 Plan is approved by our stockholders. Typically, we use approximately 185,000 Shares each year, dependingcurrently set to expire on the number of non-employee directors and the addition ofMarch 31, 2011, after which no new directors during a given year. The Shares utilized include annual option grants, new director grants and restricted stock issued in lieu of cash compensation for service on the Board of Directors and chairmanships of committees of the Board of Directors.

We believe strongly that the approval of the amended and restated Plan is essential to our continued success. Options and restricted stock grants are vital to our ability to attract and retain outstanding and highly skilled individuals to serve on our Board of Directors. The Board of Directors believes that the Plan is necessary so that the Company can continue to provide meaningful, long-term equity based incentives to present and future non-employee directors.

The Plan does not have an “evergreen” provision that provides for an automatic increase in the number of the Shares available for issuance each year. In addition, no Shares have been added to the Plan since the approval of the Plan at the 2005 Annual Meeting.awards may be granted thereunder. If stockholders approve the amended and restatedamendments to the 2008 Plan, we currently anticipate that we will not ask stockholdersequity awards may be granted until June 28, 2013.

As of April 16, 2010, there were 652,126 shares remaining for additional shares for issuancefuture grant under the 2008 Plan priorand 2,950,000 shares remaining for future grant under the 2010 Outside Directors’ Stock Plan, which were the only two active stock plans under which we were able to grant awards at that date. In addition, at April 16, 2010, there were a total of 34,278,413 options outstanding with a weighted average exercise price of $28.17 and remaining contractual life of 4.29 years under all of our active and expired or terminated stock plans. There were a total of 815,688 unvested restricted stock units outstanding under the expiration2008 Plan and 30,001 unvested shares of restricted stock outstanding under the 2010 Outside Directors’ Stock Plan in Marchand all of 2010, depending on business conditions and needs.our expired or terminated directors’ stock plans.

Approval of the amendments to the 2008 Plan requires the affirmative vote of the holders of a majority of the shares of the Company’s common stockCommon Stock that are present in person or by proxy and entitled to vote at the 2008 Annual Meeting. If the stockholders approve the Plan, it will replace the version of the Plan that was approved by stockholders at the 2005 Annual Meeting. If stockholders do not approve the Plan atamendments, Autodesk’s ability to include equity compensation as part of our employees’ total compensation package will be limited following the expiration of the 2008 Annual Meeting, the version approved in 2005 will remain in effect, provided that such version will include the Section 409A amendments and the other non-material changes mentioned above.Plan. Our directorsexecutive officers have an interest in this proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE AMENDED AND RESTATED 2000 DIRECTORS’ OPTIONAPPROVAL OF THE AMENDMENTS TO THE 2008 PLAN.

Background and Purpose

Autodesk has a well-established policy of providing stock options as a part ofWe provide equity compensation to non-employee members of our Board of Directors,employees as well as requiring directorsan incentive to take at least a portion of their compensation inincrease long-term stockholder value. Our current stock plan, the form of restricted stock (such stock options and restricted stock referred to collectively herein as “Awards”). 2008 Plan, expires on March 31, 2011.

The purposes of the 2008 Plan are to attract and retain highly skilled individuals as directorsthe best available personnel for positions of Autodesk, tosubstantial responsibility, provide additional incentive to our non-employee directorsemployees, and promote the success of our business. We believe that equity awards should be a key part of employee compensation, that equity awards promote employee attention to servethe importance of running the business with a focus on revenue growth and profitability and that equity awards enable us to compete effectively for the best talent in the software industry.

The Benefits of Equity Compensation for Autodesk, our Employees and Stockholders

We strongly believe that the approval of the amendments to the 2008 Plan and the ability to grant equity awards are essential to our continued success. Equity compensation is essential to attracting and retaining talented employees and keeping employees motivated. If the amendments to the 2008 Plan are not approved at the Annual Meeting, it would seriously hamper our ability to attract and retain the talent we need, and therefore, could affect our success.

Equity compensation is a key component of employee compensation both at Autodesk and in our competitive labor markets, and we encourage equity ownership. Equity awards give employees the perspective of an owner with a stake in the success of Autodesk. We believe that equity awards motivate high levels of performance and provide an effective means of recognizing, rewarding and encouraging employee contributions to our success. Furthermore, we believe that equity awards align the interests of our employees with those of our stockholders by providing an incentive to increase long-term stockholder value. As a result, Autodesk currently grants stock options and restricted stock units under the 2008 Plan. The stock options generally vest over four years or less and generally must be exercised within seven years of the date of grant. Our employees derive benefit from these stock options only after they have remained with Autodesk through the vesting date and only to the extent that the value of our Common Stock has appreciated from the time the options were granted. The restricted stock units generally vest over three years or less. Restricted stock units are granted as directorsan additional retention tool to our executive officers. The 2008 Plan includes a variety of forms of equity awards, including stock options, restricted stock, and encourage theirrestricted stock units to allow the Company to adapt its equity compensation program to meet the needs of the Company in the changing business environment in which the Company operates.

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We believe that equity awards are an important competitive tool in the technology industry and are essential to recruiting and retaining the highly qualified technical and other key personnel which are key to our success. We believe that we must offer competitive compensation packages in order to attract and retain people who can keep us on a course of continued servicesuccess. Although higher salaries can compensate to some extent for the lack of stock options or other equity awards, we believe that over time we would be at a competitive disadvantage without the focus on success and power of retention provided by equity compensation. Elimination of our equity compensation program would seriously hamper our ability to attract and retain the talent we need to develop the products and the sales and marketing strategies that will define our future success. In recent years, we have hired and retained a number of key performers who have been instrumental in achieving our current success. More broadly, our entire employee base, substantially all of whom receive equity compensation, are motivated to achieve results that drive stockholder value. We believe our equity compensation program has been critical in attracting and retaining a highly effective work force.

Policies Related to our Equity Compensation Programs

The Board of Directors maintains certain policies relating to our equity compensation program. These policies are not part of the 2008 Plan, however they are important to understanding the Company’s use of equity compensation as part of our employees’ total compensation package.

Option Overhang.The Board of Directors and executive officers have been committed to maintaining a reasonable option “overhang” amount, which we define as the percentage of options outstanding relative to the Company’s outstanding stock, and we believe these policies are working. Our overhang was 13% in fiscal 2007, 11% in fiscal 2008, 12% in fiscal 2009 and 13% in fiscal 2010.

Limitations on Our Annual Equity Grants.Our Board of Directors is committed to maintaining a reasonable annual equity grants rate. We have reduced the level of equity grants on a gross basis from 5.2% of Common Stock outstanding in fiscal 2005 to 3.5% in fiscal 2010. In addition, the Board of Directors maintains an annual equity award percentage limitation policy, which limits the number of shares underlying equity awards that we can grant under our stock plans. Previously, this policy provided that the aggregate number of shares underlying equity awards granted pursuant to the 2008 Plan will not exceed 2.5% per year of our outstanding Common Stock during any given fiscal year. In fiscal 2009, the Board of Directors raised the fiscal 2010 annual equity award limit from 2.5% to 3.5%. The Board of Directors took this action in response to the global economic slowdown, which has negatively impacted our financial results and significantly depreciated our stock price. Consequently, we increased the annual equity award limit in an effort to remain competitive in our industry and retain and motivate our key employees in a difficult operating environment. Awards issued in connection with business combinations or the appointment of new senior executive officers are not included in calculating whether the 3.5% limitation has been reached. These calculations are based on gross awards and are not net of cancellations. In addition, each restricted stock unit granted is counted as two shares toward this limitation, which calculation excludes awards issued in connection with business combinations or the appointment of new senior executive officers.

Stock Repurchase Program. We maintain a stock repurchase program to, among other things, offset the dilutive impact of our stock plans. Our executive officers have recommended to the Board of Directors that we maintain our policy of repurchasing shares of Common Stock to offset current or projected dilution, subject to the requirements of Delaware law and consistent with the duty of the Board of Directors to evaluate various potential uses of our cash in light of then-existing business conditions. We repurchased approximately 4.2 million shares in fiscal 2007, 12.1 million shares in fiscal 2008, 8.0 million shares in fiscal 2009 and 2.7 million shares in fiscal 2010. The relatively lower share repurchase in fiscal 2010 was largely due to economic conditions during that period, which resulted in lower levels of stock option exercises and dilution.

Executive Equity Holding Program. Our directors and executive officers are encouraged to be Autodesk stockholders through participation in our stock option plans. The Board of Directors has established voluntary stock ownership guidelines for our directors and executive officers designed to encourage equitylong-term stock ownership by our directors in order to alignAutodesk and more closely link their interests with those of our other stockholders. These

Changes

guidelines provide that, within a four-year period, executive officers should attain an investment position in lawsAutodesk stock equal to a fixed number of shares, depending on the individual’s scope of responsibilities, and corporate governance practices overdirectors should attain an investment position in Autodesk stock of at least 5,000 shares. The Board of Directors reviews progress against these guidelines annually and updates them as appropriate. See “Executive Compensation—Compensation Discussion and Analysis” below for additional information regarding the last several years have narrowedCompany’s voluntary stock ownership guidelines.

Prohibition Against Stock Option Repricings.By prohibiting the poolrepricing of qualified independent directors, making it more difficultstock options in each of the 2008 Plan and competitive to retain and attract qualified independent directors who possess the requisite financial and business expertise to make valuable contributions to2010 Outside Directors’ Stock Plan, the Board of Directors and have increasedhas eliminated the time commitment and responsibilitiespossibility of our directors. In lightachieving gain from stock options unless all stockholders can benefit from the effect 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.an increase in stock price.

Description of the 2000 Directors’ Option2008 Plan

The following paragraphs provide a summary of the principal features of the 2008 Plan. This summary does not purport to be complete and is subject to, and qualified in its entirety by, the provisions of the 2008 Plan, including the proposed amendments, which is attached hereto asAppendix A.B. Capitalized terms used in this discussion andthat are not defined in this discussion shall have the meanings set forth in the 2008 Plan.

Awards. The 2008 Plan permits the grant of incentive stock options, nonstatutory stock options, restricted stock, and restricted stock units (each individually, an “Award”).

Stock Subject to the 2008 Plan. The number of Sharesshares of our Common Stock initially reserved for issuance under the 2008 Plan since its inception throughwas 16,500,000 shares, plus a number of additional shares equal to that number of shares that had been reserved but not issued nor subject to outstanding equity awards under the Plan’s amendment2006 Employee Stock Plan as of the termination of the 2006 Employee Stock Plan in 2005 is 2,700,284. However, Proposal Three, if approved, will increaseMarch 2008 (not to exceed 1,000,000 shares). If stockholders approve the amendments to the 2008 Plan, the number of shares of Common Stock reserved for issuance under the 2008 Plan will be increased by 600,000 Shares. Adding these new Shares15.5 million shares. However, no more than 2,500,000 of the 15.5 million shares added to the 310,894 Shares that remained available under the2008 Plan asmay be issued pursuant to Awards of March 31, 2008, there would be a total of 910,894 Shares available for futurerestricted stock option and restricted stock grants to non-employee directors. If an Award expires or becomes unexercisable for any reason, the unpurchased or forfeited Shares that were subject to the Awardunits.

Administration.The 2008 Plan may be returned to the Plan, unless such plan has terminated, and may become available for future grant under the Plan.

Administration. The Plan fixes the timing of Award grants, the amount of the Award grants, the basis for determining the exercise price of a stock option, and any restrictions on exercise or vesting of the Awards, in order to remove any material discretionary element from the Plan. Administration of the Plan, to the extent necessary, will be providedadministered by the Board of Directors or a committee of the Board of Directors. TheDirectors (the “Administrator”). Subject to the provisions of the 2008 Plan, the Administrator has the authority to: (1) construe and interpret the 2008 Plan and Awards granted under the 2008 Plan and apply its provisions, (2) prescribe, amend or rescind rules and regulations relating to the 2008 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 structured such that no discretion is exercised byprohibited), (8) authorize any person concerning material decisions regardingto execute, on our behalf, any instrument required to effect the Plan. However,grant of an Award, (9) approve forms of Award agreement for use under the Board2008 Plan, (10) allow participants to satisfy withholding tax obligations by, among other things, electing to have Autodesk withhold from the shares to be issued upon exercise or vesting of Directors has retainedan Award that number of shares having a fair market value equal to the authorityminimum amount required to be withheld, (11) determine the fair market value of our Common Stock, (12) approve the Shares, to construe and interpret the terms of the Plan and Awards granted thereunder, to approve forms of agreement for use under the 2008 Plan, and (13) subject to modify or amend Awards (not inconsistent with the terms of the Plan), including the discretionary authority to extend the post-termination exercisability period of an Option, and tocertain limitations, take certainany other actions associated withdeemed necessary or advisable for the administration of the 2008 Plan.

Option Grants. The Plan provides for All decisions, interpretations and other actions of the automatic grantAdministrator will be final and binding on all holders of nonstatutory stock options (referred to herein as “Options”) to our non-employee directors.

Upon being elected or appointed to ourAwards and on all persons deriving their rights therefrom. The Board of Directors forhas currently delegated to the first time, each non-employee directorCompensation and Human Resources Committee authority to grant equity awards to all employees including executive officers of Autodesk.

Eligibility to Receive Awards.The 2008 Plan provides that stock options, restricted stock and restricted stock units may be granted only to our employees.

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Term. The 2008 Plan is currently granted an Optionset to purchase 50,000 shares of Common Stock (the “Initial Grant”). Each Initial Grant vests and becomes exercisable in three annual installments of 34 percent, 33 percent and 33 percent, respectively, commencingexpire on March 31, 2011. If stockholders approve the first anniversary of the date of grant and subjectamendment to the director continuing to serve on the Board of Directors through each vesting date.

In addition, each non-employee director is granted an additional Option to purchase 20,000 shares of Common Stock 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 vests and becomes exercisable on the date of the next annual meeting of stockholders, provided that the director continues to serve on the Board of Directors on that date.

Term of Option; Option Agreement. Options granted under the2008 Plan, on or after September 2, 2005, have a term of six years. Options granted under the Plan prior to such date have a term of ten years. Each Option is evidenced by a stock option agreement between Autodesk and the director to whom such Option is granted.

Exercise Price; Exercise of Option. The per share exercise price of each Option granted under the Plan is 100 percent of the fair market value per share on the date the Option is granted. As long as the Common Stock is traded on the Nasdaq National Market, the fair market value of a Share shall be the closing sales price for such stock on the date of grant.

Each Option is exercisable only while the non-employee director remains a director of Autodesk, subject to certain circumstances described below. An Option is exercised by giving written notice of the exercise to Autodesk, specifying the number of full Shares to be purchased and tendering payment of the purchase price.

Form of Consideration. The consideration to be paid for the Shares to be issued upon exercise of an Option under the Plan may consist of (1) cash, (2) check, (3) other shares of Autodesk’s Common Stock which, in the case of the shares acquired upon exercise of an Option, have been beneficially owned for at least six months or which were not acquired directly or indirectly from Autodesk, with a fair market value on the exercise date equal to the aggregate exercise price of the Shares being purchased, (4) any combination of the foregoing methods or (5) such other consideration and method of payment to the extent permitted by applicable law.

Rule 16b-3. Options granted to non-employee directors must comply with the applicable provisions of Rule 16b-3 promulgated under the Exchange Act or any successor thereto and shall contain such additional conditions or restrictions as may be required thereunder to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions.

Termination of Status as a Director. If a non-employee director ceases to serve as a director of Autodesk, Options outstanding under the Plan currently may be exercised within seven months after he or she ceases to serve as a director (but not beyond the term of the Option), to the extent such Options were exercisable on the date of termination. However, following a director’s qualified retirement from the Board of Directors, such director shall have three years from the date of such retirement (but not beyond the term of the Option) to exercise any Options granted pursuant to the2008 Plan to the extent that such Options were exercisable on the date of retirement. A qualified retirement occurs when a director has either (i) reached age 62 and served as a director of Autodesk for five years or (ii) served as a director of Autodesk for 10 years.

Disability. If a non-employee director ceases to serve on the Board of Directors due to a total and permanent disability, options outstanding under the Plan maywill be exercised within 12 months after termination, to the extent that such Options were exercisable at the date of termination.

Death of Optionee. If a non-employee director should die while serving on our Board of Directors, Options may be exercised at any time within 12 months after death, including those Options which had not previously vested.

Termination of Options. No Option is exercisable by any person after the expiration of its term.

Nontransferability. An Option granted under the Plan is nontransferable by the holder other than by will or the laws of descent and distribution and is exercisable during the director’s lifetime only by the director, or in the event of the director’s death, by the director’s estate or by a person who acquires the right to exercise the Option by bequest or inheritance.extended until June 28, 2013.

No Repricing. The 2008 Plan prohibits repricing of Options,stock options, including by way of an exchange for anotherAwards with a lower exercise price, a different type of Award, cash, or a combination thereof, unless stockholder approval is obtained.

RestrictedTerms and Conditions of Stock AwardsOptions.. The Each stock option granted under the 2008 Plan requires thatis evidenced by a director receive no less than 50 percent,written stock option agreement between the optionee and at the option of the director up to 100 percent, of a director’s annual retainer in the form of restricted stock. With respectAutodesk and is subject to the portionfollowing terms and conditions:

Term and Conditions of the annual retainer that is not automatically paid in the formRestricted Stock. Each Award of restricted stock each director may electgranted under the 2008 Plan is evidenced by a written restricted stock agreement between the participant and Autodesk and is subject to the following terms and conditions:

Term and Conditions of such portion in the formRestricted Stock Units.Each Award of restricted stock providedunits granted under the 2008 Plan is evidenced by a written restricted stock unit agreement between the participant and Autodesk and is subject to the following terms and conditions:

Performance Goals.The Administrator (in its discretion) may make performance goals applicable to a participant with respect to an Award. If the Administrator desires that such election is made on or prior to December 31stan Award qualify as “performance-based compensation” under Section 162(m) of the calendar year precedingCode (discussed below), then at the annual meeting of stockholders when such Award is made. This election will be irrevocable and will comply with Section 409AAdministrator’s discretion, one or more of the Internal following performance goals may apply:

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Each of these goals is defined in the 2008 Plan. Any criteria used may be measured, as applicable (1) on a pro forma basis (as defined in the 2008 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 as a whole or particular segments or products of the Company, and/or (6) on a pre-tax or after-tax basis.

By granting Awards that vest upon achievement of performance goals, the Administrator may be able to preserve the Company’s deduction for certain compensation in excess of $1,000,000. Section 162(m) of the Code limits the Company’s ability to deduct annual compensation paid to our Chief Executive Officer and other “covered employees” as determined under Section 162(m) of 1986,the Code and applicable guidance to $1,000,000 per individual. However, the Company 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 2008 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 amended, unlesswell 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 to receive a federal income tax deduction in connection with such Awards.

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 BoardAdministrator.

Non-Transferability of Directors. The amountAwards.Unless otherwise determined by the Administrator, an Award granted under the 2008 Plan may not be sold, pledged, assigned, hypothecated, transferred or disposed of stock compensation shallin any manner other than by will or by the laws of descent or distribution and may be paid atexercised, during the rate of 120 percentlifetime of the cash dollar amount inrecipient, only by the form of restricted stock, which shall vest onrecipient. If the date ofAdministrator makes an Award transferable, such Award will contain such additional terms and conditions as the next annual meeting of stockholders, subject to continued service on the Company’s Board of Directors. The number of SharesAdministrator deems appropriate; provided, however, that such Award may currentlynot be issued as restricted stock under the Plan after its amendment in September 2005 shall not exceed 124,300 Shares.transferred for value.

AdjustmentAdjustments Upon Changes in Capitalization or Merger. In the event any changethat our capital stock is made in our capitalization, such as achanged by reason of any stock split, or reverse stock split, appropriate adjustment shall be made tostock dividend, combination or reclassification of our Common Stock or any other increase or decrease in the number of Shares subject to each outstanding Award,issued shares of Common Stock effected without receipt of consideration by us, appropriate proportional adjustments will be made in the number of Shares authorized for issuanceshares subject to the 2008 Plan, the individual fiscal year limits applicable to Awards, the number of shares of stock subject to any Award outstanding under the 2008 Plan, and the purchaseexercise price of each Option. The number of Shares issuable pursuant to future Initial Grantsany such outstanding option. Any such adjustment will be made by the Administrator, whose determination will be conclusive.

Dissolution or Annual Grants will not be adjusted.

Liquidation. In the event of thea 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 Awardsof 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 becomelapse in full, and that any Award vesting will fully vestedaccelerate, provided the proposed dissolution or liquidation takes place at the time and in the case of Options, exercisable.manner contemplated. To the extent any Options remain unexercised atit has not been previously exercised, an Award will terminate immediately prior to the timeconsummation of the dissolution or liquidation, such Options will terminate.proposed action.

Change of Control. In the event of a salechange of allcontrol, the successor corporation (or its parent or substantially all of the assets of Autodesk,subsidiary) is required to assume or the merger of Autodesk with or into another corporation, restricted stock will fully vest andsubstitute each outstanding Options may be assumed or substituted with equivalent options.Award. If the successor corporation does notrefuses to assume an outstanding Optionthe Awards or to substitute for it an equivalent Option,Awards, such stock options, and if the Option shallstockholder approve the amendment of the 2008 Plan, restricted stock and restricted stock units, will become fully100% vested, all restrictions on restricted stock will lapse, and exercisable. The Board of Directors shall notify the director that the Optionall 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 30fifteen days from the date of such notice after which periodand that the Option shall terminate.

Termstock option terminates upon expiration of Plan. The Plan shall be effective for ten years from the date of its original adoption unless earlier terminated pursuant to the provisions of the Plan. The Plan expires in March 2010.such period.

Amendment, Suspensions and Termination of 2000 Directors’ Optionthe 2008 Plan. TheAutodesk’s Board of Directors may amend, suspend or terminate the 2008 Plan at any time in such respects astime; provided, however, that stockholder approval is required for any amendment that increases benefits to participants, increases the Boardnumber of Directors may deem advisable; provided that,shares available for grant, modifies the requirements for participation, or otherwise to the extent necessary to comply with any applicable law or regulation, Autodesk shall obtain stockholder approval of anylaws. In addition, no amendment, to the Plan in such a manner and to such a degree as is required. Any amendmentsuspension or termination of the Plan shall notmay impair the rights of any participant without his or her consent.

New Plan Benefits

The number of Awards (if any) that an employee may receive under Awards already granted without consent, and,the 2008 Plan is in the absencediscretion of the Administrator and therefore cannot be determined in advance. Our executive officers have an interest in this proposal because they are eligible to receive Awards under the 2008 Plan. Non-employee directors are not eligible to participate in the 2008 Plan. The following table sets forth (a) the total number of shares subject to stock options and restricted stock units granted under the 2008 Plan to the listed persons and groups from February 1, 2009 through January 31, 2010, (b) the weighted average per share exercise price of such consent,stock options and (c) the dollar value of such Awards shall remain in full force and effect as if the Plan had not been amended or terminated.restricted stock units. The last reported trade price for shares of Common Stock on March 31, 2010, was $29.38.

Federal Tax Aspects

The following paragraphs are a summary of the material U.S. federal income tax consequences associated with awardsAwards granted under the 2008 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.

NonqualifiedNonstatutory Stock OptionsOptions.. No taxable income is recognized when a nonqualifiednonstatutory stock option is granted to a participant with an exercise price equal to the fair market value on the date of grant.participant. Upon exercise, the participant will recognize ordinary income in an amount equal to the excess of

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the fair market value of the Sharesshares of Common Stock on the exercise date over the exercise price. Any taxable income recognized in connection with the exercise of a nonqualified stock option by an Autodesk employee is compensation subject to tax withholding by Autodesk. Any additional gain or loss recognized upon later disposition of the shares isof Common Stock will be taxed as capital gain or loss,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 maycase taxation is the same as for nonstatutory 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 long-term or short-termtaxed as capital gain or loss dependingloss. 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 holding period.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.stock or restricted stock units. Instead, the participant will recognize ordinary income at the time of vesting equal to the fair market value (on the vesting date) of the sharesShares on that date or the cash received minus any amount paid. AFor 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 new 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 2008 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 Autodeskthe Company.. Autodesk The Company generally will be entitled to a tax deduction in connection with ana stock option award under the 2008 Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, the exercise of a nonqualifiednonstatutory stock option).

Participation in As discussed above, special rules limit the Plan

Each new non-employee memberdeductibility of compensation paid to our Chief Executive Officer and other “covered employees” as determined under Section 162(m) of the BoardCode and applicable guidance. However, the 2008 Plan has been designed to permit the Administrator to grant stock options that qualify as “performance-based compensation” under Section 162(m) of Directors receives an Initial Grantthe Code, thereby permitting the Company to purchase 50,000 shares of Common Stockreceive a federal income tax deduction in connection with such awards. Restricted stock units do not vest based on the dateattainment of performance goals, and therefore the first meeting of the Board of Directors at which such person first serves asCompany will not be permitted a director. Each non-employee director receives an Annual Grant to purchase 20,000 shares of Common Stock 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). In addition, the Plan requires that a director shall receive no less than 50 percent of the value of his or her cash compensationfederal income tax deduction in the form of restricted stock. Autodesk does not have any other current plans, proposals or arrangements to grant Awards under the Plan. None of our executive officers are eligible to participate in the Plan. From February 1, 2007 through March 31, 2008, our current directors who are not executive officers were granted an aggregate total of (i) options to purchase 320,000 sharesconnection with an average exercise price of $47.54 per share and (ii) 14,069 sharesgrants of restricted stock with an aggregate dollar value of $635,918 based on $45.20 per share, the last reported trade price for the shares on July 6, 2007, the date of grant.units to “covered employees.”

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

CORPORATE GOVERNANCE

Autodesk is committed to the highest standards of corporate ethics and diligent compliance with financial accounting and reporting rules. Our Board of Directors provides independent leadership in the exercise of its responsibilities. Our management overseesexecutive officers oversee a strong system of internal controls and compliance with corporate policies and applicable laws and regulations, and our employees operate in a climate of responsibility, candor and integrity.

Corporate Governance Guidelines and Code of Business Conduct

We believe the highest standards of corporate governance and business conduct are essential to running our business efficiently, serving our stockholders well and maintaining our integrity in the marketplace. For a number of years, we have devoted substantial attention to the subject of corporate governance and have over those years developed Corporate Governance Guidelines. Our Corporate GovernanceGuidelines (the “Guidelines”). The Guidelines set forth the principles that guide our Board of Directors’ exercise of its responsibility to oversee corporate governance, maintain its independence, evaluate its own performance and the performance of our executive officers and set corporate strategy. The Board of Directors first adopted thesethe Guidelines in December 1995 and has refined them from time to time since then. Most recently,For example, in March 2007, the Board of Directors amended the Guidelines to provide for majority voting in director elections, except for contested elections, and to provide that the Board of Directors would only nominate a director who has submitted his or her resignation in advance of an election, which resignation would be contingent on the failure of such director to receive a majority vote and the acceptance of the Board of Directors of such resignation. In March 2009, the Board of Directors again amended the Guidelines to provide for a non-executive Chairman of the Board of Directors. In March 2010, the Board of Directors further amended the Guidelines, among other things, to clearly outline the responsibility of our Board of Directors for the oversight of Autodesk’s risk management. The Corporate Governance Guidelines are available on our website atwww.autodesk.com under “Investors—Corporate Governance.”

In addition, we have adopted a Code of Business Conduct for directors and employees and a Code of Ethics for Senior Executive and Financial Officers, including our principal executive officer, principal financial officer, principal accounting officer, all senior vice presidents and persons performing similar functions,reporting to our principal financial officer, to ensure that our business is conducted in a consistently legal and ethical manner. Our current Code of Business Conduct and Code of Ethics for Senior Executive and Financial Officers are available on our website atwww.autodesk.com under “Investors—Corporate Governance.” In September 2007 weWe last amended our Code of Business Conduct.Conduct in September 2007. We will post on this section of our website any amendment to our Code of Business Conduct or Code of Ethics for Senior Executive and Financial Officers, as well as any waivers of the Code of Business Conduct or Code of Ethics for Senior Executive and Financial Officers that are required to be disclosed by the rules of the SEC or The NasdaqNASDAQ Stock Market.

Stock Ownership Guidelines

Our directors and executive officers are encouraged to be Autodesk stockholders through their participation in our stock option plans. The Board of Directors has established voluntary stock ownership guidelines for our directors and executive officers designed to encourage long-term stock ownership in Autodesk and more closely link their interests with those of our other stockholders. These guidelines provide that, within a four-year period, executive officers should attain an investment position in Autodesk stock equal to a multiplefixed number of their base salaryshares, depending on the individual’s scope of responsibilities, and directors should attain an investment position in Autodesk stock of at least 5,000 shares. The Board of Directors reviews progress against these guidelines annually and updates them as appropriate. See “Executive Compensation—Compensation Discussion and Analysis” below for additional information regarding the Company’s voluntary stock ownership guidelines, as appropriate.guidelines.

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Independence of the Board of Directors

The Board of Directors has determined that, with the exception of Carol A. Bartz, our Executive Chairman, and Carl Bass, our Chief Executive Officer and President, all of its members are “independent directors” as that term is defined in the listing standards of The NasdaqNASDAQ Stock Market. Such independence definition includes a series of objective tests, including that the director is not an employee of the Company and has not engaged in various types of business dealings with the Company. In addition, as further required by the NasdaqNASDAQ listing

standards, the Board of Directors has made a subjective determination as to each independent director that no relationships exist which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The independent directors meet regularly in executive session, without members of managementexecutive officers present, as part of the quarterly meeting procedure.

Board Meetings and Board Committees

The Board of Directors held a total of 15eight meetings (including regularly scheduled and special meetings) during fiscal 2008.2010. No director attended fewer than 75 percent of the total number of meetings of the Board of Directors and committees of which he or she is a member, if any.any during fiscal 2010. The Company’s Board of Directors currently has three standing committees: an Audit Committee, a Compensation and Human Resources Committee, and a Corporate Governance and Nominating Committee. During fiscal 2010, the Board of Directors also had one ad hoc committee: the Evaluation Committee.

Audit Committee

The Audit Committee, which has been established in accordance with Section 3(a)(58)(A) of the Exchange Act, currently consists of directors Charles J. Robel (Chairman), J. Hallam Dawson (Chairman), Charles J. Robel, and Larry W. Wangberg,Elizabeth A. Nelson, each of whom is “independent” as such term is defined for audit committee members by the listing standards of The NasdaqNASDAQ Stock Market. The Board of Directors has determined that Mr. Robel, Mr. Dawson Mr. Robel and Mr. WangbergMs. Nelson are each an “audit committee financial expert” as defined in the rules of the SEC.

The Audit Committee held nine formaltwelve meetings during fiscal 2008 and met numerous times informally.2010. The Audit Committee has adopted a written charter approved by the Board of Directors, which is available on the Company’s website atwww.autodesk.com under “Investors—Corporate Governance.”

On March 13, 2008,April 20, 2010, on the recommendation of the Corporate Governance and Nominating Committee, the Board of Directors approved the following appointments to the Audit Committee: Charles J. Robel (Chairman), J. Hallam Dawson and Elizabeth A. Nelson.Crawford W. Beveridge. The Board of Directors has determined that Mr. Robel, Mr. Dawson and Ms. NelsonMr. Beveridge are each “independent” as such term is defined for audit committee members by the listing standards of The Nasdaq Stock Market and that Mr. Robel and Mr. Dawson are each an “audit committee financial expert” as defined in rules of the SEC. These appointments will be effective ofon June 12, 2008,10, 2010, the date of the Company’s 20082010 Annual Meeting of Stockholders.

See “Report of the Audit Committee of the Board of Directors” below for more information regarding the functions of the Audit Committee.

Compensation and Human Resources Committee

The Compensation and Human Resources Committee currently consists of Crawford W. BeveridgeSteven M. West (Chairman), Michael J. FisterPer-Kristian Halvorsen and Per-Kristian Halvorsen,Sean M. Maloney, each of whom qualifies as an independent director under the listing standards of The NasdaqNASDAQ Stock Market.

The Compensation and Human Resources Committee reviews compensation and benefits for our executivesexecutive officers and has authority to grant stock options and restricted stock to executive officers and non-executive employees under our stock plans. Because options are granted automatically to non-employee directors under the non-discretionary 20002010 Outside Directors’ OptionStock Plan, the Compensation and Human Resources Committee consists solely of non-employee directors ineligible to participate in the Company’s discretionary employee stock programs. See “Executive Compensation—Compensation Discussion and Analysis” below for a description of Autodesk’s processes and procedures for the consideration and determination of executive compensation.

The Compensation and Human Resources Committee held 10ten meetings during fiscal 2008.2010. The Compensation and Human Resources Committee has adopted a written charter approved by the Board of Directors, which is available on the Company’s website atwww.autodesk.com under “Investors—Corporate Governance.”

On March 13, 2008,April 20, 2010, on the recommendation of the Corporate Governance and Nominating Committee, the Board of Directors approved the following appointments to the Compensation and Human Resources Committee: Crawford W. BeveridgeSteven M. West (Chairman), Per-Kristian Halvorsen and Steven M. West.Mary T. McDowell. These appointments arewill be effective as ofon June 12, 2008,10, 2010, the date of the Company’s 20082010 Annual Meeting of Stockholders.

The Compensation“Compensation Committee ReportReport” is included in this proxy statement on page 32.44.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee currently consists of Per-Kristian Halvorsen (Chairman), J. Hallam Dawson, and LarryCrawford W. Wangberg,Beveridge, each of whom qualifies as an independent director under the listing standards of The NasdaqNASDAQ Stock Market.

The Corporate Governance and Nominating Committee is responsible for the development of general criteria regarding the qualifications and selection of board members of the Board of Directors and recommending candidates for election to the Board of Directors. The Corporate Governance and Nominating Committee is also responsible for developing overall governance guidelines, overseeing the performance of the Board of Directors and reviewing and making recommendations regarding director composition and the mandates of Board of Directors committees. The Corporate Governance and Nominating Committee will consider recommendations of candidates for the Board of Directors submitted by stockholders of the Company; for more information, see “Corporate Governance—Nominating Process for Recommending Candidates for Election to the Board of Directors.”

The Corporate Governance and Nominating Committee held fivethree meetings during fiscal 2008.2010. The Corporate Governance and Nominating Committee has adopted a written charter approved by the Board of Directors, which is available on the Company’s website atwww.autodesk.com under “Investors—Corporate Governance.”

On March 13, 2008,April 20, 2010, on the recommendation of the Corporate Governance and Nominating Committee, the Board of Directors approved the following appointments to the Corporate Governance and Nominating Committee: Per-Kristian Halvorsen (Chairman) and, Crawford W. Beveridge.Beveridge and Sean M. Maloney. These appointments will be effective as ofon June 12, 2008,10, 2010, the date of the Company’s 20082010 Annual Meeting of Stockholders.

Lead DirectorEvaluation Committee

J. Hallam Dawson currently servesThe Evaluation Committee consisted of Sean M. Maloney and Steven M. West, each of whom qualifies as Lead Director and liaison between management andan independent director under the other non-employee directors.listing standards of The Lead Director schedules and chairs meetings of the independent directors. NASDAQ Stock Market.

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The independent directors (including the Lead Director) hold a closed session at each regularly scheduled Board of Directors meeting.

On March 13, 2008,Evaluation Committee was established by the Board of Directors approvedin April 2009 following separate requests from representative plaintiffs from each of two lawsuits brought against the appointmentCompany, certain of Crawford W. Beveridge asits current and former members of the Lead Director. This appointment will be effective asBoard of June 12, 2008,Directors, and current and former executive officers (the “Giles Case” and the date“Koerner Case”) that the Board of Directors review the processes followed and conclusions reached during the investigation of the Company’s 2008 Annual Meetinghistorical stock option practices and related accounting (the “Demand Letters”). The Evaluation Committee retained independent counsel to assist in their review of Stockholders.the Demand Letters. The plaintiff in the Giles Case subsequently withdrew her demand letter. After a thorough review and analysis, the Evaluation Committee determined that it would not be in the best interests of the Company and its stockholders to pursue any of the claims raised in the Koerner Demand Letter. On August 11, 2009, the Board of Directors met and considered the report of the Evaluation Committee and unanimously rejected the Koerner Demand Letter.

The Evaluation Committee held seven meetings during fiscal 2010.

Board Leadership Structure

Our Corporate Governance Principles provide that the Board of Directors shall fill the Chairman of the Board of Directors and Chief Executive Officer positions after consideration of a number of factors, including current size of our business, composition of the Board of Directors, current candidates for such positions, our succession planning goals and the like. We currently separate the positions of Chief Executive Officer and Non-executive Chairman of the Board of Directors. Since March 2009, Mr. Beveridge, one of our independent directors who previously served as our Lead Director, has served as our non-executive Chairman of the Board of Directors. Our Corporate Governance Principles also provide that in the event that the Chairman of the Board of Directors is not an independent Director, the Board of Directors should elect a “Lead Independent Director.” The responsibilities of the Chairman of the Board of Directors or the Lead Independent Director include: setting the agenda for each meeting of the Board of Directors, in consultation with the Chief Executive Officer; presiding at executive sessions; and facilitating communication with the Board of Directors, executive officers and stockholders.

Separating the positions of Chief Executive Officer and Chairman of the Board of Directors allows our Chief Executive Officer to focus on our day-to-day business, while allowing the Chairman of the Board of Directors to lead the Board of Directors in its fundamental role of providing independent advice to and oversight of management. The Board of Directors believes that having an independent director serve as Chairman of the Board of Directors is the appropriate leadership structure for the Company at this time and demonstrates our commitment to good corporate governance.

In addition, as described in more detail below, our Board of Directors has three standing committees, each chairman and each member of which is an independent director. Our Board of Directors delegates substantial responsibility to each committee of the Board of Directors, which reports their activities and actions back to the full Board of Directors. We believe that the independent committees of our Board of Directors and their chairpersons are an important aspect of the leadership structure of our Board of Directors.

Risk Oversight

Our Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management. With the oversight of our full Board of Directors, our executive officers are responsible for the day-to-day management of the material risks Autodesk faces. In its oversight role, our Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by our executive officers are adequate and functioning as designed. The involvement of the full Board of Directors in setting our business strategy at least annually is a key part of its oversight of risk management, its assessment of our executive officers’ appetite for risk and its determination of what constitutes an appropriate level of risk for

Autodesk. The full Board of Directors receives updates from our executive officers and outside advisors regarding certain risks the company faces, including litigation, corporate governance best practices and various operating risks.

In addition, our Board committees each oversee certain aspects of risk management. For example, our Audit Committee is responsible for overseeing the management of risks associated with the Company’s financial reporting, accounting and auditing matters; our Compensation and Human Resources Committee oversees our executive officer succession planning and risks associated with our compensation policies and programs; and our Corporate Governance and Nominating Committee oversees the management of risks associated with director independence, conflicts of interest, composition and organization of our Board of Directors, and director succession planning. Our Board committees report their findings to the full Board of Directors.

Senior executive officers attend all meetings of the Board of Directors and its standing committees and are available to address any questions or concerns raised by the Board of Directors on risk management-related and any other matters. Annually, the Board of Directors holds strategic planning sessions with senior executive officers to discuss strategies, key challenges, and risks and opportunities for the company.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation and Human Resources Committee is or was formerly an officer or employee of Autodesk or any of its subsidiaries. No interlocking relationship exists between any member of our Compensation and Human Resources Committee and the compensation committee of any other Company, nor has any such interlocking relationship existed in the past.

Nominating Process for Recommending Candidates for Election to the Board of Directors

The Corporate Governance and Nominating Committee is responsible for, among other things, determining the criteria for membership on the Board of Directors and recommending candidates for election to the Board of Directors. It is the policy of the Corporate Governance and Nominating Committee to consider recommendations for candidates to the Board of Directors from stockholders. Stockholder recommendations for candidates to the Board of Directors must be directed in writing to Autodesk, Inc., 111 McInnis Parkway, San Rafael, California 94903, Attention: General Counsel, and must include the candidate’s name, home and business contact information, detailed biographical data and qualifications, information regarding any relationships between the candidate and the Company within the last three years and evidence of the nominating person’s ownership of Company stock.

The Corporate Governance and Nominating Committee’s criteria and process for evaluating and identifying the candidates that it selects, or recommends to the full Board of Directors for selection, as director nominees are as follows:

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AsThe Corporate Governance and Nominating Committee does not have a resultformal written policy with regard to the consideration of Mary Alice Taylor’s and Steven Scheid’s resignation fromdiversity in identifying director nominees; however, as discussed above, diversity is one of the Board of Directors effective July 6, 2007 (the date of our 2007 Annual Meeting of Stockholders), and at the recommendation ofnumerous criteria the Corporate Governance and Nominating Committee the Board of Directors appointed Charles J. Robel and Steven M. West to the Board of Directors on September 27, 2007. In addition,reviews before recommending a candidate.

Recently, the Corporate Governance and Nominating Committee reviewed the board size and composition during fiscal 2008 and determined that theof our Board of Directors size should be increased from ten members to 12 members. Consequently, on December 6, 2007,Directors. On March 26, 2010, at the recommendation of the Corporate Governance and Nominating Committee, the Board of Directors amended the Company’s bylaws to increase the size of the boardBoard of Directors from teneight to 12nine members, and appointed Sean Maloney and Elizabeth A. Nelson as members.to allow for the appointment of Mary T. McDowell to the Board of Directors.

The Board of Directors (which includes our Chief Executive Officer and Executive Chairman)Officer) utilized the services of a third party search firm to help it identify, screen, conduct background investigations of, and interview potential director candidates. This process resulted in the appointment of our four new directors during our 2008 fiscal year.Ms. McDowell on March 26, 2010.

Attendance at Annual Stockholders Meetings by the Board of Directors

The Company does not have a formal policy regarding attendance by members of the Board of Directors at the Company’s annual meeting of stockholders. The Company encourages, but does not require, directors to attend. FiveAll of our then current directors attended the Company’s 20072009 Annual Meeting of Stockholders.

Contacting the Board of Directors

Communications from stockholders to the non-employee directors should be addressed to the Lead Directornon-executive Chairman as follows: Autodesk, Inc., c/o General Counsel, 111 McInnis Parkway, San Rafael, California 94903, Attention: Lead Director.Non-Executive Chairman.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation Objective

Our compensation objective isobjectives are to reward our executive officers for the achievement of the Company’s strategic and financial corporate goals and individual performance that ultimately enhance stockholder value. This objective provides the guiding principles for compensation decisions made by the Compensationvalue and Human Resources Committee of the Board of Directors (the “Compensation Committee”) for our executive officers. Our compensation objective is intended to effectively attract, retain and motivate the caliber of executive officer who can meaningfully contribute to the success of our Company and demonstrate leadership for our employees in what we believe is a competitiveemployees. These objectives guide the decisions of the Compensation and rapidly changing software and technology industry.Human Resources Committee of the Board of Directors (the “Compensation Committee”) regarding compensation for our executive officers.

In practice, we seek to link compensation to performance and to the long-term interests of our stockholders byby:

Named Executive Officers

Throughout this proxy statement, our Chief Executive Officer, Executive Chairman and Chief Financial Officer during fiscal year 2008, as well as the other individuals included in the Summary Compensation Table on page 34,46 are referred to as our “Named Executive Officers.” For fiscal 2010, our Named Executive Officers were: Carl Bass, Chief Executive Officer and President; Mark J. Hawkins, Executive Vice President and Chief Financial Officer; George M. Bado, Executive Vice President, Sales and Services; Jay Bhatt, Senior Vice President, Architecture, Engineering and Construction; and Robert L. Kross, Senior Vice President, Manufacturing. On April 27, 2009, Mark J. Hawkins became Executive Vice President and Chief Financial Officer of the Company, and Mr. Bass resigned from his position as Interim Chief Financial Officer of the Company. The information in this discussion provides perspective and narrative analysis relating to, and should be read along with, the executive compensation tables and discussionsdiscussion contained below, beginning on page 33.44.

Summary of Executive Compensation Decisions in Fiscal 2010

As a result of the challenging economic and market environment in fiscal 2010 and the overall negative impact on the Company’s business and financial results, the Compensation Committee took several steps with respect to the compensation of our Named Executive Officers:

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Authority for Executive Compensation Decisions

As of the end of fiscal 2010, the Compensation Committee consisted of three independent, nonemployee directors as defined by the listing standards of The NASDAQ Stock Market: Steven M. West (Chairman), Sean M. Maloney and Dr. Per-Kristian Halvorsen. Crawford W. Beveridge also served on the Compensation Committee during fiscal 2010 prior to his resignation from the Compensation Committee in June 2009 in connection with becoming the Chairman of our Board of Directors.

The Compensation Committee has the authority to approve the objective and structure of our compensation programs for our executive officers, including Named Executive Officers. The Compensation Committee is responsible for ensuring that our executive officer compensation programs are effectively designed, implemented and administered with sound corporate governance practices and consistentpractices. The Compensation Committee aligns its decisions with our overall compensation objective. The Compensation Committee has the authorityobjectives, and seeks to approve the objectivebalance pay with performance and structure ofpotential compensation risks to ensure long-term enhancement to our compensation programs for our executives, including Named Executive Officers.

As of the end of our 2008 fiscal year, the Compensation Committee consisted of three independent, nonemployee directors as defined by the listing standards of The Nasdaq Stock Market: Crawford W. Beveridge (Chairman), Michael J. Fister and Dr. Per-Kristian Halvorsen. J. Hallam Dawson also served on the Compensation Committee during our 2008 fiscal year.stockholder’s investments. The Compensation Committee’s charter and additional information about the Compensation Committee are available atwww.autodesk.com under “Investors—Corporate Governance.” The Compensation Committee reassesses this charter annually and recommends any proposed changes to the Board of Directors for approval.

The Compensation Committee annually reviews and approves compensation for our CEO, ourChief Executive ChairmanOfficer (“CEO”) and President and other executive officers. This includes base salaries, cash incentive awards, equity grants, employment agreements, severance arrangements, change ofin control provisions, as well as any other benefits or compensation arrangements.

In addition, the Board of Directors has delegated to the Compensation Committee exclusive authority to grant stock options and other equity grants to Autodesk’s executive officers and other employees.

In determining theour CEO’s and the Executive Chairman’s compensation, the Compensation Committee solicits input from 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.

Role of Company Management in Compensation Decisions

The Compensation Committee sets compensation for our executive officers, including our Named Executive Officers. Certain executivesofficers such as our CEO, Senior Vice President of Human Resources Vice President of Compensation and Benefits,Corporate Real Estate, the vice president responsible for compensation and othersbenefits, and other employees from Autodesk’sour Human Resources, Finance, Legal, and Investor RelationsLegal organizations may assist and support the Compensation Committee. These employees may developCommittee by, for example, developing compensation proposals for Compensation Committee consideration, analyzeanalyzing competitive compensation information, and provideproviding analyses of the status of compensation programs such as levels of equity ownership holding value,held by executive officers and so forth.gains in equity holdings that remain contingent upon subsequent vesting provisions. However, theythese individuals do not have decision-making authority in regards to executive officer compensation, and our CEO is not present during 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, other than himself andwith our Compensation Committee. As part of this review, the Executive Chairman. Our CEO recommends salary adjustments, cash and equity incentive awards, promotions, and equity grants for the other Named Executive Officers.compensation and benefits. The Compensation Committee reviews these recommendations, and may modify thembut has final authority to set these amounts in the Compensation Committee’sits 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 our Company’s managementwe may use compensation consultants to assist in the evaluation of CEO or executive officer compensation, the Compensation Committee has the sole authority to retain and terminate its own compensation

consultant as it deems appropriate. The compensation consultant’s role is to provide independent third-party advice to assist 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 management teamemployees as part of the process of providing executive compensation market data to the Compensation Committee. In addition, the compensation consultant and members of our management teamexecutive officers discuss overall Company goals and objectives.

The Compensation Committee also has authority to obtain independent advice and assistance from internal or external legal, accounting, or other advisers.

During our 2008 fiscal year,2010, the Compensation Committee engaged Towers Watson & Co. (formerly Towers Perrin) as its independent compensation consultant. During fiscal 2010, Towers Watson 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) and provided relevant market data, including competitive and best practices.

In addition, we have contracted with the following compensation consulting firms to inform and assist the Compensation Committee’s decisions on proper level, type and mix of executive compensation:compensation by providing benchmark data.

The Compensation Committee also has authority to obtain independent adviceCommittee’s decisions on fiscal 2010 base salaries, incentive awards and assistance from internal or external legal, accounting, or other advisers.equity grants for executive officers.

Benchmarking of Compensation

To ensure that our executive compensation practices, including base salaries, target incentive awards, and equity grants are competitive and appropriate tomeet our objective of key executive attraction and retention,compensation objectives, the Compensation Committee uses the independent third-party executive compensation surveys mentioned above that reportdata and services referenced above. The data and services reviewed by the Compensation Committee provide information on the compensation practices of a group of companies in our industry as well as competitors for executive talent (collectively, our “peer group”).

The Compensation Committee uses the compensation information about the pay practices of our peer group, and broader technology industry practices, to assist it in its decisions about overall compensation, the elements of compensation, the amount of each element of compensation, and relative compensation among our executive officers. Specifically, we set the total compensation target for each of our executive officers to be within the range of total compensation packages for similar jobs offered by companies in our peer group. In practice, actual compensation awards may be above or below that typical of the peer group, depending on Company performance and individual experience, skills and performance of each executive officer. We believe that targeting the range of total compensation packages of our peer companies keeps our salary compensation competitive and within market norms, while also providing flexibility for increases in base salary for those executive officers demonstrating extraordinary leadership and contribution to the Company and particular skills or expertise. For fiscal 2010, our Named Executive Officers’ compensation (base salary, short-term cash incentives target and equity-based compensation) in aggregate was within approximately 12% of similar compensation pay for similar positions with companies in our peer group.

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For fiscal 2010, the companies in our peer group are listed below. 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 competitors for executive talent in our labor markets. ForOur peer group was expanded between fiscal year 2008 three2009 and fiscal 2010 to include five key competitors for executive talent—CA, Inc., Citrix Systems, Inc., EMC Corporation, McAfee, Inc., and VMware, Inc. In addition, two companies were removed from our fiscal year 2007 peer group: Seibel and Veritas (both purchased or acquired by larger companies) and Google (deemed too large of a company with executive compensation programs not appropriately comparable to our programs).

The Compensation Committee uses the compensation information about the pay practices of our peer group list—BEA Systems, Inc. was removed due to its merger with Oracle, and the information provided by our outside compensation consultantsSynopsys, Inc. was removed due to assist it in its decisions about overall compensation, the elements of compensation, the amount of each element of compensation and relative compensation among our executives.revenue level.

For fiscal year 2008, the companies in this peer group are listed below. These companies all have headquarters located in the San Francisco Bay Area with the exception of BMC Software, with headquarters in Houston, Texas.

Elements of Executive Compensation Programs

Autodesk’s executive compensation program has three majorkey components: (1) base salary, (2) short-term cash incentives, and (3) long-term equity incentives. The Company also provides a comprehensive benefits program and, under certain circumstances, termination protection.severance. These programs are designed to attract, retain, and motivate highly effective executivesexecutive officers to achieve our business goals and improve stockholder value, by linking compensation to our overall strategic and financial performance.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.

Base Salary

Our base salary component provides fixed annual cash compensation set at a competitive level that recognizes the scope, responsibility and skills required of the position. Each of our executive positions is assigned to an executive salary grade level and associated pay range based on an internal assessment of each position’s impact and scope of responsibility. The midpoints 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, executivesan executive officer who areis new or less experienced in theirhis or her role will be paid lower in the range than an executive officer who has demonstrated proven performance in theirhis or her role for many years, is highly proficient in the skills required for theirhis or her role and applies those skills to very high levels of achievement.

We believe that generally targeting the middleoverall range of salary compensation of our peer group keeps our salary compensationcomponent competitive and balanced, and provides the Compensation Committee the flexibility to increase compensation in its discretion. Base salary compensation is a reliable source of income for our executivesexecutive officers and an important part of retaining our executives,executive officers, and is not subject to the variability of the short-term cash incentive and long termlong-term equity incentive components of our executive compensation programs.

Actual base

Base salaries for executive officers are set annually by the Compensation Committee, typically at theits March meeting. Promotion or equityany appropriate adjustments required during the year may be approved at other quarterly meetings.

In March 2007,2009, the Compensation Committee considered the benchmark analysis of base salary of our peer group, the salary levels of comparable jobs in our peer group, as well as our CEO’s assessment of each executive’sexecutive officer’s experience, skills and performance level.level, the general state of the economy and the Company’s performance. For the positions of CEO, and Executive Chairman, the Compensation Committee consulted the full Board of Directors to conduct a similar assessment of theirhis experience, skills and performance.

Base salary increases forBased on those factors in aggregate, our executive officers’ salaries were not increased in fiscal 2010. Rather, starting in February 2009, the Company temporarily reduced each of our executive officers’ base salaries by 10%, including all of our Named Executive OfficersOfficers. This action was taken in light of the global economic downturn and as a cost savings measure. This salary reduction was removed during December 2009, without retroactive or catch-up compensation of such base salary reduction. The reduction was originally scheduled to remain in effect for fiscal 2008 ranged from approximately 5 percent to 14 percentsix months, but in light of the Company’s financial situation at that six-month mark, the reduction was kept in place for another four months. After it became increasingly clear that the Company’s business was stabilizing, the salary reduction was removed.

Mr. Hawkins was appointed Executive Vice President Finance and Chief Financial Officer in March 2009. In consultation with Towers Watson and following review of the exception offactors discussed above in aggregate, the Compensation Committee set Mr. Bado and Ms. Bartz. The approximately 5 percent to 14 percent increases were intended to maintain such executives’Hawkins’s initial base salary at the middle range of comparable executives in our peer group, in accordance with each executive’s experience, skills, and performance level, while acknowledging overall performance. Mr. Bado’s target total compensation was increased by approximately 33 percent to reflect his promotion to Executive Vice President and to provide a market-based adjustment to approximate the middle range of pay relative to comparable positions in our peer group. Ms. Bartz salary as Executive Chairman was not adjusted since the Compensation Committee determined that her current salary is within the middle range of comparable executives in our peer group.$525,000.

Short-term Cash Incentives—Executive Incentive Plan (EIP)EIP

Our EIP is an annual cash incentive plan intended to motivate and reward participants to ensure Autodesk achieves its annual financial and non-financial objectives. This plan places compensation at-risk for employees with awards dependent upon achievement of pre-established annual goals. We use the EIP to drive not only our annual financial performance but also the superior achievement of operational objectives. We have structured our EIP to qualify as deductible “performance-based” compensation within the meaning of Section 162(m) of the Internal Revenue Code.

Elements of the EIP performance criteria may include corporate, business or functional unit and individual management goals. For example, all participants share corporate financial goals focused on annual revenue growth and profitability. In addition, participants responsible for a product division have annual financial goals specific to their division. Finally, all participants also have annual non-financial goalsCode, provided that certain steps are specific to their division or function. These goals vary and generally are related to the executive’s functional area of responsibility and contributions to our overall fiscaltaken each year, goals.

The Compensation Committee designates executives eligible to participate in the EIP each year. At the beginning of each fiscal year,including the Compensation Committee approves objectives forapproving a mix of revenue growth and non-GAAP operating margin for that year as well as target award amounts for each eligible participant. The achievement of these financial goals determines overall plan funding and awards.

A participant may receive an actual bonus that is larger or smaller thanmargin. If such steps are not taken by the target award amount, or may receive no bonus whatsoever. The actual award reflects a combination of the target award, our revenue growth and non-GAAP operating margin performance, and an assessment of the individual’s performance during the year. The non-GAAP operating margin for fiscal year 2008 excluded certain costs, expenses, gains and losses, including equity based compensation expense, employee tax reimbursements related to our voluntary stock

option review, amortization of purchased intangibles and in-process research and development expenses. We believe that the use of non-GAAP operating margin rather than GAAP operating margin focuses our executives on the on-going operations of our business, and encourages long term growth strategies such as acquisitions and investments in-process research and development.

The structure of the plan separates the funding of the awards from the determination of the actual awards, as described below.

The minimum performance for funding EIP awards for fiscal year 2008 was revenue growth of at least 6 percent and non-GAAP operating margin of at least 19.5 percent. For fiscal year 2008, our financial performance exceeded the minimum funding threshold, and funding of the EIP was accordingly 190 percent of the target award amounts. If this threshold was not met, there would not have been any EIP funding. This funding mechanism is a consequence of the structureCompensation Committee, our EIP which is intended to qualifystill acts as a bonus plan, but without qualifying as deductible “performance-based” compensation within the meaning of Section 162(m) of the Internal Revenue Code.

After minimum thresholds are metDue to volatile and the EIP is fundedunpredictable global economic conditions at the maximum amountbeginning of 190 percent,fiscal 2010, the Compensation Committee uses discretion (sometimes referreddid not take steps under our EIP to create qualifying deductible “performance-based” compensation within the meaning of Section 162(m) of the Internal Revenue Code. Consequently, bonuses paid under our EIP would not have qualified as negative discretion)“performance-based” compensation within the meaning of Section 162(m).

In order to determine appropriate award payoutsprovide some competitive short-term compensation for executive officers, in April 2009, the Compensation Committee determined that executive officer EIP bonuses would be funded under a bonus program generally available to our non-executive officer employees. This plan is known as the Autodesk Incentive Plan, or AIP. Our AIP generally provides greater flexibility in setting financial targets for funding, including setting financial targets during the fiscal year. The bonuses paid to our executive officers for fiscal 2010 were paid through our EIP, but funded based on actual achievements,targets established for our AIP. We adopted this structure for fiscal 2010 in order to allow for appropriate short-term cash incentives in light of a volatile and unpredictable global economic environment. This action also preserved the Company’s Equity Incentive Deferral Plan, which is discussed on page 41 and is dependent on bonuses being paid through the Company’s EIP. Funding of the EIP, was therefore dependent on the AIP and achievement of certain revenue and non-GAAP operating margin levels for each of the first and second halves of fiscal 2010. Details of those amounts are provided below. The Non-GAAP operating margin for fiscal 2010 excluded certain costs and expenses, including stock-based compensation expense, amortization of certain purchased intangibles, restructuring charges and goodwill

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impairment charges. We believe that the use of a non-GAAP operating margin rather than simplya GAAP operating margin focuses our executive officers on the on-going operations of our business and encourages long-term growth strategies such as acquisitions and in-process research and development investments.

Elements of EIP performance criteria include financial performance targets and individual performance. All participants share the same financial performance goals, which are focused on annual revenue growth and profitability, as described in greater detail below. All participants also have annual non-financial unique individual performance goals that consist of specific business objectives and management effectiveness goals. Although the financial performance targets are objective and quantitative, the individual performance goals are subjective, qualitative and permit the Compensation Committee to use discretion in determining the success of these criteria.

For fiscal 2010, the Compensation Committee set financial performance targets that increased funding such awardswith an increase of revenue and non-GAAP operating margin. For each of the first and second halves of fiscal 2010 the following represents funding at two financial performance levels. Anything below the full 190 percent. An award payout“Baseline Performance” target would have resulted in less than 65% funding, and anything above the “Stretch Performance” target would have resulted in more than 100% funding.

First Half of about 100 percentFiscal 2010 Targets (“Baseline Performance”—funding at 65% of target would generally occur when ourfunding)

First Half of Fiscal 2010 Targets (“Stretch Performance”—funding at 100% of target funding)

Second Half of Fiscal 2010 Targets (“Baseline Performance”—funding at 65% of target funding)

Second Half of Fiscal 2010 Targets (“Stretch Performance”—funding at 100% of target funding )

The Compensation Committee also set target award amounts for each eligible participant.

For the first half of fiscal 2010, the Company’s revenue was approximately $841 million and non-GAAP operating margin was approximately 14%. For the second half of fiscal 2010, the Company’s revenue was approximately $873 million and non-GAAP operating margin was approximately 19%. The achievement of these financial targets resulted in an overall annual bonus funding at 82% of the otherwise target bonuses which are described below. In addition, the Compensation Committee increased such amount by 8% in recognition of a challenging fiscal year that required a significant commitment from its executive officers and employee base, and an increasingly stabilizing business as the year progressed.

For fiscal 2010, the Compensation Committee assessed each participant’s individual goals, including management effectiveness and achievement of developmental goals, as well as organizational goals. Based on these factors, including the financial performance achieves our annual operating plantargets outline above, a participant may receive an actual bonus that is larger or smaller than his or her target award amount, or may receive no bonus whatsoever. The actual

award for executive officers reflects a combination of the target award, financial performance, and divisionassessment of the individual’s performance during the year, and individual performance objectives have been achieved. For purposesreflects the discretionary authority of this discussion, the terms funded and funding are used to indicate the amount that may be available in the aggregate under the EIP. The amount that ultimately is paid is discussed below.Compensation Committee.

SinceEach executive officer is assigned a target award based on his or her salary grade. These targets are percentages of such executive officer’s salary, and range from 100% in the case of our CEO to 16.7% in the case of our Executive Vice President, Sales and Services. These targets are set against each executive officer’s standard annualized base salary, without taking into account the temporary base salary reductions in effect during fiscal year 2008 performance thresholds were met,2010. An executive officer may receive amounts below or above this target award. Target awards and maximum eligible payouts for our Named Executive Officers under the EIP were each approximately: