AUTODESK INC
EXECUTIVE CHANGE IN CONTROL PROGRAM
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>5
<FILENAME>dex108.txt
<DESCRIPTION>EXECUTIVE CHANGE IN CONTROL PROGRAM
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.8

                                 AUTODESK, INC.

                       EXECUTIVE CHANGE IN CONTROL PROGRAM

                                   ARTICLE I
                PURPOSE, ESTABLISHMENT AND APPLICABILITY OF PLAN

     A. Purposes. The Board of Directors ("Board") of Autodesk, Inc. (the
"Company") has determined that it is in the best interests of the Company and
its stockholders to assure that the Company will have the continued dedication
of its executive staff, notwithstanding a Change of Control, and that it is in
the best interests of the Company and its stockholders to provide the executive
staff with financial security and encouragement to remain with the Company and
to maximize the value of the Company following a Change of Control.

     B. Establishment of Plan. As of the Effective Date, the Company hereby
establishes the Plan, as set forth in this document.

     C. Applicability of Plan. Subject to the terms of this Plan, the benefits
provided by this Plan shall be available to those Employees who, on or after the
Effective Date, receive a Notice of Participation.

                                   ARTICLE II
                          DEFINITIONS AND CONSTRUCTION

Whenever used in the Plan, the following terms shall have the meanings set forth
below.

     A. Annual Base Compensation. "Annual Base Compensation" shall mean an
amount equal to the Participant's gross annual base salary, exclusive of
bonuses, commissions and other incentive pay, as in effect immediately preceding
the Change of Control.

     B. Average Annual Bonus. "Average Annual Bonus" shall mean the average
bonus payments received by the Participant under the Company's incentive bonus
and variable compensation programs as in effect on the Effective Date (or any
predecessor or successor programs) for the three most recent consecutive and
complete fiscal years of the Company prior to the fiscal year in which the
Change of Control occurs. For purposes of calculating a Participant's Average
Annual Bonus, the following rules shall apply:

            (i)  In the event a Participant was not eligible to participate in
such bonus and variable compensation programs for the entire three year period,
the Average Annual Bonus shall be calculated based upon the Participant's actual
period of eligibility; and

            (ii) In the event a Participant first became eligible to participate
in such bonus and variable compensation programs in the fiscal year in which the
Change of Control occurs, the Participant's Average Annual Bonus shall be based
on his or her targeted bonus and variable compensation amounts as in effect
immediately prior to such Change of Control.

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     C. Board. "Board" means the Board of Directors of the Company.

     D. Cause. "Cause" means the (i) Participant's engagement in acts of
embezzlement, dishonesty or moral turpitude; (ii) the conviction of Participant
for having committed a felony; (iii) a breach by Participant of Participant's
fiduciary duties and responsibilities to the Company having the potential to
result in an adverse effect on the Company's business, operations, prospects or
reputation; (iv) gross negligence or bad faith as determined by a duly
authorized representative of the Company; or (v) the repeated failure of
Participant to perform duties and responsibilities as an Employee to the
reasonable satisfaction of a duly authorized representative of the Company
except in the case of death or disability.

     E. Change of Control. "Change of Control" means the occurrence of any of
the following events:

            (i)   Any "person" (as such term is used in Sections 13(d) and 14(d)
of the Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-3 of
the Exchange Act), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the total voting power represented
by the Company's then outstanding voting securities; or

            (ii)  The consummation of the sale or disposition by the Company of
all or substantially all of the Company's assets; or

            (iii) The consummation of a merger or consolidation of the Company
with any other corporation, other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity or its parent) at least
sixty percent (60%) of the total voting power represented by the voting
securities of the Company or such surviving entity or its parent outstanding
immediately after such merger or consolidation.

            (iv)  A change in the composition of the Board, as a result of which
fewer than a majority of the Directors are Incumbent Directors. "Incumbent
Directors" shall mean Directors who either (A) are Directors of the Company as
of the date hereof, or (B) are elected, or nominated for election, to the Board
with the affirmative votes of at least a majority of those Directors whose
election or nomination was not in connection with any transaction described in
subsections (i), (ii) or (iii) or in connection with an actual or threatened
proxy contest relating to the election of directors of the Company.

     F. Code. "Code" means the Internal Revenue Code of 1986, as amended.

     G. Company. "Company" means Autodesk, Inc., any subsidiary corporations,
any successor entities as provided in Article X hereof, and any parent or
subsidiaries of such successor entities.

     H. Effective Date. "Effective Date" means the date this Plan is approved by
the Board.

     I. Employee. "Employee" means an employee of the Company.

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     J. ERISA. "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

     K. Notice of Participation. "Notice of Participation," means an
individualized written notice of participation in the Plan from an authorized
officer of the Company.

     L. Participant. "Participant" means an individual who meets the eligibility
requirements of Article III.

     M. Plan. "Plan" means this Autodesk, Inc. Executive Change in Control
Program.

     N. Plan Administrator. "Plan Administrator" means the Board or its
committee or designate, as shall be administering the Plan.

     O. Release and Non-Competition Agreement. "Release and Non-Competition
Agreement" means the form of general waiver, release and non-competition
agreement a Participant must execute as a condition to receiving severance and
other benefits pursuant to Article IV.

     P. Termination Date. "Termination Date" means (i) the date on which the
Company delivers notice of termination to the Participant or such later date,
not to exceed ninety (90) days, specified in the notice of termination, (ii) in
the event the term of employment ends by reason of the Participant's death, the
date of death, or (iii) if the Participant terminates his or her employment with
the Company, the date on which the Participant delivers notice of termination to
the Company.

                                   ARTICLE III
                                   ELIGIBILITY

     A. Waiver. As a condition of receiving benefits under the Plan, a
Participant must sign the Release and Non-Competition Agreement, attached hereto
as Exhibit A.

     B. Participation in Plan. Each Employee who is designated by the Board and
who signs and timely returns to the Company a Notice of Participation shall be a
Participant in the Plan. A Participant shall cease to be a Participant in the
Plan upon ceasing to be an Employee unless such Participant is entitled to
benefits hereunder. A Participant entitled to benefits hereunder shall remain a
Participant in the Plan until the full amount of the benefits has been delivered
to the Participant.

                                   ARTICLE IV
                            TERMINATION OF EMPLOYMENT

     A. Termination without Cause following a Change of Control. If the Company
terminates a Participant's employment without Cause on or within twelve (12)
months following a Change of Control, the Participant shall be entitled to
receive the following severance and other benefits, provided Participant
executes a Release and Non-Competition Agreement in accordance with Section A of
Article III:

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            (i)   Cash Payments. The Participant shall be entitled to receive an
amount equal to Participant's Annual Base Compensation and Average Annual Bonus
payable in twenty-four (24) successive equal bimonthly installments in
accordance with the Company's normal payroll practices. Any payments to which
Participant is entitled under this Section A(i) shall be reduced by the
aggregate amount of severance payable to the Participant by the Company pursuant
to any other plan, program, agreement or contract between the Participant and
the Company.

            (ii)  Options. Each of the Participant's outstanding stock option(s)
granted under any of the Company's equity incentive plans shall partially
accelerate and become vested and exercisable with respect to the number of
shares that would have otherwise vested within the twelve (12) months following
the date of the Participant's termination of employment as though Participant
had remained in the service of the Company through such date.

            (iii) Employee Benefits. The Company shall continue to provide the
Participant with medical, dental, and vision insurance coverage that is no less
favorable to the Participant than such coverage as was provided to the
Participant immediately prior to the Change of Control, with the same percentage
of any premiums or costs for such coverage paid for by the Company as was paid
for by the Company on behalf of such Participant immediately prior to the Change
of Control (the "Company-Paid Coverage"). If such coverage included
Participant's dependents immediately prior to the Change in Control, such
dependents shall also be covered at the Company's expense. Company-Paid Coverage
shall be provided to the Participant for a period that ends on the earlier of
(i) twelve (12) months following the Participant's Termination Date, or (ii) the
date that the Participant and his or her covered dependents become covered under
another employer's employee benefit plans.

     B. Other Termination. If (i) the Participant voluntarily resigns from the
Company, (ii) the Company terminates the Participant's employment for Cause, or
(iii) the Participant's employment terminates by reason of his or her
retirement, disability or death, then the Participant shall not be entitled to
receive severance or other benefits under this Plan and shall be entitled to
benefits (if any) only as may then be established under the Company's then
existing benefit plans and policies at the time of such resignation or
termination.

                                    ARTICLE V
                                GOLDEN PARACHUTE

In the event that the benefits provided for in this Plan otherwise constitute
"parachute payments" within the meaning of Section 280G of the Code and would,
but for this Article V be subject to the excise tax imposed by Section 4999 of
the Code (the "Excise Tax") , then the Participant's benefits under Article IV
shall be either:

            (i)   delivered in full, or

            (ii)  delivered as to such lesser extent as would result in no
portion of such benefits being subject to the Excise Tax, whichever of the
foregoing amounts, taking into account the applicable federal, state and local
income taxes and the Excise Tax, results in the receipt by Participant on an
after-tax basis, of the greatest amount of benefits, notwithstanding that all or
some

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portion of such benefits may be taxable under Section 4999 of the Code. Unless
the Company and the Participant otherwise agree in writing, all determinations
required to be made under this Article, including the manner and amount of any
reduction in the Participant's benefits under Article IV, and the assumptions to
be utilized in arriving at such determinations, shall be made in writing in good
faith by the accounting firm serving as the Company's independent public
accountants immediately prior to the event giving rise to such Payment (the
"Accountants"). For purposes of making the calculations required by this Article
V, the Accountants may make reasonable assumptions and approximations concerning
the application of Sections 280G and 4999 of the Code. The Company and the
Participant shall furnish to the Accountants such information and documents as
the Accountants may reasonably request to make a determination under this
Article. The Company shall bear all costs the Accountants may reasonably incur
in connection with any calculations contemplated by this Article.

                                   ARTICLE VI
                            FUNDING POLICY AND METHOD

     Benefits and any administrative expenses arising in connection with the
Plan shall be paid as needed solely from the general assets of the Company. No
contributions are required from any Participant. This Plan shall not be
construed to require the Company to fund any of the benefits provided hereunder
nor to establish a trust for such purpose. Participants' rights against the
Company with respect to severance and other benefits provided under this Plan
shall be those of general unsecured creditors. No Participant has an interest in
his or her severance or other benefits under this Plan until the Participant
actually receives a payment.

                                   ARTICLE VII
                                CLAIMS PROCEDURE

     In the event any claim for benefits is denied, in whole or in part, the
Company shall notify the claimant of such denial in writing and shall advise the
claimant of his or her right to appeal the denial. Such written notice shall set
forth the specific reasons for the denial and shall be given to the claimant
within ninety (90) days after the Company receives his or her claim.

                                  ARTICLE VIII
                                REVIEW PROCEDURE

     A. Review Panel. A Review Panel consisting of five persons shall be the
named fiduciary to the Plan with discretionary authority to act with respect to
appeals from denials of claims for benefits under the Plan. The Review Panel
shall consist initially of the following five persons: Kathy Guthormsen, Charles
Harris, Mark Abrahams, Martha McDonald and Mike White. In the event any of the
foregoing shall leave the employment of the Company, the remaining members of
the Review Panel shall name a replacement by majority vote, such replacement to
be an employee of the Company not eligible for participation in the Plan.

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     B. Right to Appeal. Any person whose claim for benefits is denied, in whole
or in part, may appeal from the denial by submitting a written request for
review of the claim within sixty (60) days after receiving written notice of the
denial from the Company.

     C. Form of Request for Review. A request for review must be made in writing
and shall be addressed as follows: "Review Panel of the Autodesk, Inc. Executive
Change in Control Program, Attn: Assistant General Counsel, Legal Department,
111 McInnis Parkway, San Rafael, CA 94903." A request for review shall set forth
all of the grounds upon which it is based, all facts and support thereof and any
other matters that the claimant deems pertinent.

     D. Review Panel Decision. Within sixty (60) days after receipt of a request
for review, the Review Panel shall give written notice of its decision to the
claimant and the Company. In the event the Review Panel confirms the denial of
the claim for benefits, in whole or in part, such notice shall set forth, in a
manner calculated to be understood by the claimant, specific reasons for such
denial and specific references to the Plan provisions on which the decision was
based. In the event that the Review Panel determines that the claim for benefits
should not have been denied, in whole or in part, the Company shall take
appropriate remedial action as soon as reasonably practicable after receiving
notice of the Review Panel's decision.

                                   ARTICLE IX
                         EMPLOYMENT STATUS; WITHHOLDING

     A. Employment Status. This Plan does not constitute a contract of
employment or impose on the Participant or the Company any obligation to retain
the Participant as an Employee, to change the status of the Participant's
employment, or to change the Company's policies regarding termination of
employment. The Participant's employment is and shall continue to be "at-will",
as defined under applicable law. If the Participant's employment with the
Company or a successor entity terminates for any reason, the Participant shall
not be entitled to any payments, benefits, damages, awards or compensation other
than as provided by this Plan, or as may otherwise be available in accordance
with the Company's established employee plans and practices or other agreements
with the Company at the time of termination.

     B. Taxes. All payments made pursuant to this Plan shall be subject to all
applicable reporting obligations and any tax or other contributions required to
be withheld under Federal, state or local law, or the applicable laws of any
non-U.S. taxing authority as interpreted by the Company.

                                    ARTICLE X
                     SUCCESSORS TO COMPANY AND PARTICIPANTS

     A. Company's Successors. Any successor to the Company (whether direct or
indirect and whether by purchase, lease, merger, consolidation, liquidation or
otherwise) to all or substantially all of the Company's business and/or assets
shall assume the obligations under this Plan and agree expressly to perform the
obligations under this Plan by executing a written agreement. For all purposes
under this Plan, the term "Company" shall include any successor to the Company's

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business and/or assets which executes and delivers the assumption agreement
described in this subsection or which becomes bound by the terms of this Plan by
operation of law.

     B. Participant's Successors. All rights of the Participant hereunder shall
inure to the benefit of, and be enforceable by, the Participant's personal or
legal representatives, executors, administrators, successors, heirs,
distributes, devisees and legatees.

                                   ARTICLE XI
                       DURATION, AMENDMENT AND TERMINATION

     A. Duration. This Plan shall terminate three (3) years following the
Effective Date unless (i) extended by the Board, or (ii) a Change of Control
occurs prior to the end of such three (3) year period. If a Change of Control
occurs within (3) years following the Effective Date, then this Plan shall
terminate upon the earlier of (i) the date that all obligations of the Company
or successor entities hereunder have been satisfied, or (ii) twelve (12) months
after a Change of Control, unless sooner terminated as provided in this Article
XI. A termination of this Plan pursuant to the preceding sentences shall be
effective for all purposes, except that such termination shall not affect the
payment or provision of compensation or benefits earned by a Participant prior
to the termination of this Plan.

     B. Plan Amendment. The Board shall have the discretionary authority to
amend the Plan in any respect by resolution adopted by a majority of the Board;
provided, however, that the Board may not amend the Plan in any way that is
adverse to a Plan Participant without the Participant's written consent.

     C. Plan Termination. At any time, the Board shall have the discretionary
authority to terminate the Plan by resolution adopted by a majority of the
Board. In the event of such termination, the Participant shall not be entitled
to any future severance or benefits under this plan (as described in Article
IV).

                                   ARTICLE XII
                                     NOTICE

     A. General. Notices and all other communications contemplated by this Plan
shall be in writing and shall be deemed to have been duly given when personally
delivered or when mailed by U.S. registered or certified mail, return receipt
requested and postage prepaid. In the case of the Participant, mailed notices
shall be addressed to him or her at the home address which he or she most
recently communicated to the Company in writing. In the case of the Company,
mailed notices shall be addressed to its corporate headquarters, and all notices
shall be directed to the attention of its General Counsel.

     B. Notice of Termination by the Company. Any termination by the Company of
the Participant's employment with the Company shall be communicated by a notice
of termination to the Participant at least five (5) days prior to the date of
such termination (or at least thirty (30) days prior to the date of a
termination by reason of the Participant's Disability). Such notice shall
indicate the

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specific termination provision or provisions in this Plan relied upon (if any),
shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination under the provision or provisions so indicated,
and shall specify the Termination Date.

                                  ARTICLE XIII
                            MISCELLANEOUS PROVISIONS

     A. No Duty to Mitigate. The Participant shall not be required to mitigate
the amount of any benefits contemplated by this Plan, nor shall any such
benefits be reduced by any earnings or benefits that the Participant may receive
from any other source, except as provided otherwise in Section A(i) of Article
IV of this Plan.

     B. Severability. The invalidity or unenforceability of any provision or
provisions of this Plan shall not affect the validity or enforceability of any
other provision hereof, which shall remain in full force and effect.

     C. No Assignment of Benefits. The rights of any person to payments or
benefits under this Plan shall not be made subject to option or assignment,
either by voluntary or involuntary assignment or by operation of law, including
(without limitation) bankruptcy, garnishment, attachment or other creditor's
process, and any action in violation of this subsection shall be void.

                                   ARTICLE XIV
                           ERISA REQUIRED INFORMATION

     A. Plan Sponsor. The Plan sponsor and administrator is:

           Autodesk, Inc.
           111 McInnis Parkway
           San Rafael, CA 94903

     B. Designated Agent. Designated agent for service of process:

           General Counsel
           Autodesk, Inc.
           111 McInnis Parkway
           San Rafael, CA 94903

     C. Plan Records. Plan records are kept on a fiscal year basis.

     D. Plan Funding. Payments to participants will be paid from the Company's
general assets.

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               AUTODESK, INC. EXECUTIVE CHANGE IN CONTROL PROGRAM

                             NOTICE OF PARTICIPATION

To:

Date:

     The Board has designated you as a Participant in the Autodesk, Inc.
Executive Change in Control Program (the "Plan"), a copy of which is attached
hereto. The terms and conditions of your participation in the Plan are as set
forth in the Plan and in this Notice of Participation. As a condition to
receiving benefits under the Plan you agree (i) to sign a general waiver,
release and non-competition agreement, substantially in the form attached to the
Plan as Exhibit A, and (ii) to maintain in complete confidence your
participation in the Plan as well as the contents and terms of this Notice of
Participation.

     If you agree to participate in the Plan on these terms and conditions,
please acknowledge your acceptance by signing below. Please return the signed
copy of this Notice of Participation within ten (10) days of the date set forth
above to:

     Attn: Corporate Secretary
     Autodesk, Inc.
     111 McInnis Parkway
     San Rafael, CA 94903

     Your failure to timely remit this signed Notice of Participation will
result in your removal from the Plan. Please retain a copy of this Notice of
Participation, along with the Plan, for your records.

Date:___________________          Signature:___________________________________

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