Relocation Policy Addendum for Mark Hawkins



 Exhibit 10.1 
 AUTODESK, INC. 
 Relocation Policy Addendum for Mark Hawkins

 This Relocation Policy Addendum for Mark Hawkins (this “Addendum”) is an addendum to the Autodesk, Inc. North
American Relocation Policy, Package A (“Policy”) as it was incorporated into the offer of employment made to Mark Hawkins on or about March 30, 2009 (“Package”). 

The Section of the Package entitled “Real Estate Expense Assistance for Current Homeowners”, is hereby deleted and replaced with
the following: 
 “Real Estate Expense Assistance for Current Homeowners 

The following expense assistance described in this Section is subject to the total maximum benefit allowance described in the Section entitled
“Calculation and Duration of Relocation Benefit”, below. 
 Sale of Primary Residence –
Selling Closing Cost Reimbursement 
 Expenses such as real estate commissions, inspections, title and other onetime
selling costs will be covered (see Selling Closing Costs, below). However, cleaning, repair costs and buyer’s closing costs will not be included. 
 To be eligible for this closing cost reimbursement, the property must be your primary residence with clear and marketable title. Large tracts of land, multi-family dwellings, mobile homes and cooperatives
are not eligible. The property must be completely constructed and free of Syntheitic Stucco (EIFS), mold, toxic or radon issues. 

The following selling closing costs (“Selling Closing Costs”) are eligible for reimbursement and will be grossed up for
taxes: 
  

	 	•	 	 Real Estate Commissions, not to exceed 6% of the purchase price 



 

	 	•	 	 Fees related to Lender required seller inspections 


  

	 	•	 	 Escrow Fees 


  

	 	•	 	 Deed Preparation Fees 


  

	 	•	 	 Reconveyance Fees 


  

	 	•	 	 Fees related to Title Endorsements 


  

	 	•	 	 Wire Transfer Fees 









 Purchase of New Primary Residence – Buying Closing Cost Reimbursement

 Autodesk will reimburse you for certain closing costs (the “Buying Closing Costs”) associated with
the purchase of your primary residence. The Buying Closing Costs will be reimbursed after closing. 
 The following Buying
Closing Costs are eligible for reimbursement, and will be grossed up for taxes: 
  

	 	•	 	 Fees relating to title search 


  

	 	•	 	 Fees relating to lender required purchaser inspections 



 

	 	•	 	 Transfer taxes 


  

	 	•	 	 Title insurance fees 


  

	 	•	 	 Escrow and Title fees 


  

	 	•	 	 Appraisal fees 


  

	 	•	 	 Recording fees 


  

	 	•	 	 Document preparation fees 


  

	 	•	 	 Tax service fees 


  

	 	•	 	 Processing & underwriting fees 


  

	 	•	 	 Wire transfer and delivery fees 


 The following closing costs are not included for either Selling Closing Costs or Buying Closing Costs: 
  

	 	•	 	 Loan origination fees 


  

	 	•	 	 Loan discount points 


  

	 	•	 	 Pro-rated interest costs 


  

	 	•	 	 Pro-rated taxes 


  

	 	•	 	 Buyer concessions 


  

	 	•	 	 Repairs or cleaning fees 


 Please Note: A copy of the Final Closing Statement (HUD) from Title Company or closing attorney must be provided with the reimbursement form. 
 The Section of the Package entitled “Moving Household Goods to New Location”, is hereby deleted and replaced with the following: 

“Moving Household Goods to New Location  

The following expense assistance described in this Section is subject to the total maximum benefit allowance described in the Section
entitled “Calculation and Duration of Relocation Benefit”, below. 

  
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 The Company will pay the costs of the following with regard to the shipment of household
goods, subject to the details stated below: packing and unpacking, loading and unloading, shipping, insurance and 30 days storage of goods.” 
 The Sections of the Package entitled “Temporary Housing” and “Rental Expense Reimbursement” are hereby deleted and replaced with the following: 

“Temporary Housing and Living Expenses 
 The following expense assistance described in this Section is subject to the total maximum benefit allowance described in the Section entitled “Calculation and Duration of Relocation
Benefit”, below. 
 The Company will pay all expenses relating to the provision of a fully furnished apartment
located in Larkspur, California or at another location near the San Rafael, CA office. In addition, the Company will provide a per diem meal benefit for the days that Mr. Hawkins resides in the fully furnished apartment.” 

The Section of the Package entitled “Reimbursement of Relocation Benefits”, is hereby deleted and replaced with the following:

 “Reimbursement of Relocation Benefits 

The relocation benefits paid pursuant to this Addendum (“Total Relocation Benefits”) must be reimbursed to Autodesk under
the calculation provided below where (1) you voluntarily terminate your employment with Autodesk within twenty-four (24) months from August 1, 2011 or (2) Autodesk terminates your employment with the Company for Cause within
twenty-four (24) months from August 1, 2011. “Cause” is determined at the Company’s sole discretion and reasons may include, but are not limited to, your violation of Company policy or failure to perform your job
duties. 
 If reimbursement of Total Relocation Benefits is required, the amount of the reimbursement will be determined based on
the percentage of the number of months you worked for the Company from August 1, 2011 divided by twenty-four (24) months. For purposes of this calculation, if you worked one day of a month, that month is considered worked for purposes of
this calculation. For example, if you worked six months, you would have to reimburse the Company for 75% of Total Relocation Benefits paid to you. Your payment is due within ten calendar days of your termination. You agree, by accepting these
benefits, you will reimburse them pursuant to this provision.” 

  
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 The following sections are hereby added to the Package: 

“Tax Assistance 
 Most of the relocation expenses are considered taxable income to the employee. Autodesk will assist with that tax liability (referred to as a “grossed up”). Using the marginal tax rate that
applies based on your expected Autodesk income, the Company will “gross up” any non-deductable, approved relocation expenses that would otherwise be considered W-2 income. 

Calculation and Duration of Relocation Benefit 
 As of August 1, 2011, the Company estimates the value of the Total Relocation Benefit to be approximately $200,000. This estimate is based upon current market conditions, the estimated value of your
primary residence, estimated Selling Closing Costs, estimated Buying Closing Costs, estimated Moving Household Goods to New Location costs, and the estimated Tax Assistance related to applicable costs. 

In the event that you sell your primary residence and purchases a new primary residence, you will be able to recover the costs associated
with the Selling Closing Costs, the Buying Closing Costs, the costs associated with Moving Household Goods to New Location and the related Tax Assistance subject to a maximum amount calculated by $200,000 less amounts actually paid to you for
Temporary Housing and Living Expenses, and associated Tax Assistance. For example, if by January 2012, you have incurred $50,000 related to Temporary Housing and Living Expenses plus applicable Tax Assistance, and you sell your primary residence and
purchases a new primary residence, the Total Relocation Benefit available for reimbursement of actual Selling Closing Costs, actual Buying Closing Costs, actual Moving Household Goods to New Location, plus related Tax Assistance costs shall not
exceed $150,000. 
 You may continue to receive Temporary Housing and Living Expenses and the associated Tax Assistance, until
such time as the balance of the Total Relocation Benefit has been extinguished or until your employment relationship with Autodesk ends, whichever occurs first. If there is any remaining balance of the Total Relocation Benefit at the time the
employment relationship ends, any unused amounts shall be retained by Autodesk.” 
 Except as modified by this Addendum, the terms and
conditions of the Policy and the Package remain in full force and effect. 
  

					
	 /s/ MARK J. HAWKINS
	 		 	 /s/ JAN BECKER

	Mark Hawkins	 		 	Jan Becker, SVP Human Resources
			
	 September 21, 2011
	 		 	 September 21, 2011

	Date	 		 	Date


  
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