0001193125-11-071274 Sample Contracts

NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE FOURTH AMENDED AND RESTATED ANSYS, INC.
Non-Qualified Stock Option Agreement • March 18th, 2011 • Ansys Inc • Services-prepackaged software

Pursuant to the Fourth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan, as amended through the date hereof (the “Plan”), ANSYS, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.

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INCENTIVE STOCK OPTION AGREEMENT UNDER THE FOURTH AMENDED AND RESTATED ANSYS, INC.
Incentive Stock Option Agreement • March 18th, 2011 • Ansys Inc • Services-prepackaged software

Pursuant to the Fourth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan, as amended through the date hereof (the “Plan”), ANSYS, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.

NON-QUALIFIED STOCK OPTION AGREEMENT FOR DIRECTORS UNDER THE FOURTH AMENDED AND RESTATED ANSYS, INC.
Non-Qualified Stock Option Agreement • March 18th, 2011 • Ansys Inc • Services-prepackaged software

Pursuant to the Fourth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan, as amended through the date hereof (the “Plan”), ANSYS, Inc. (the “Company”) hereby grants to the Optionee named above, who is the Chairman of the Board of Directors (provided he or she is not an officer of the Company) or a non-affiliate Independent Director (as defined in the Plan), an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above, all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.

Second Amendment To Employment Agreement
Second Amendment • March 18th, 2011 • Ansys Inc • Services-prepackaged software

WHEREAS, ANSYS, Inc., a Delaware corporation (the “Company”) entered into an Employment Agreement with James E. Cashman III (the “Employee”) as of the 21st day of April 2003, as amended on November 6, 2008 (the “Agreement”); and

First Amendment To Letter Agreement
Letter Agreement • March 18th, 2011 • Ansys Inc • Services-prepackaged software

WHEREAS, ANSYS, Inc., a Delaware corporation (the “Company”) entered into a Letter Agreement with Maria T. Shields (the “Employee”) as of the 22nd day of December, 2003 (the “Agreement”); and

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