Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Change in Control Program

On April 27, 2022, the Compensation and Human Resources Committee of the Board of Directors (the "Board") of Autodesk, Inc. (the "Company") approved an amendment and restatement of the Company's Executive Change in Control Program (the "Program"), which is applicable to each of the Company's executive officers, and approved an amendment to Andrew Anagnost's employment agreement (the "Employment Agreement").

The modifications to the Program and the Employment Agreement resulted from a periodic review of the Program, which was last updated in 2016, and generally do not modify the benefit levels or material terms of the Program, which are described in detail in the Company's definitive proxy statement filed on May 3, 2021. The key modifications, that the amended and restated Program and the amendment to the Employment Agreement make to the prior versions of each is to include determining the bonus-based component of (1) certain severance calculations based upon target bonus rather than average historical bonuses, and (2) certain stub-year severance calculations based upon target bonus rather than actual bonus based on satisfaction of certain bonus targets.

The amended and restated Program and the amendment to the Employment Agreement each became effective on April 27, 2022. As amended and restated, the Program shall terminate automatically on January 31, 2027, unless the Board, in its sole discretion, determines to extend the duration of the Program.

The foregoing description of each of the amended and restated Program and the amendment to the Employment Agreement does not purport to be complete and is subject to, and qualified in its entirety by, in each case, the full text of the amended and restated Program and the amendment to the Employment Agreement, as applicable, which are included as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

10.1* A mended and Restated Executive Change in Control Program

10.2* First Amendment to the Employment Agreement, dated as of June 19, 2017, by and between the Company and Andrew Anagnost

* Denotes a management contract or compensatory plan or arrangement.

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