Exhibit 10.1
Incentive Stock Option Agreement
under the
1996 Stock Option and Grant Plan
Name of Optionee: (Fullname)
No./Class of Option Shares: (Options) shares of Common Stock
Grant Date:
Expiration Date:
Option Exercise Price/Share:
Pursuant to the ANSYS, Inc. 1996 Stock Option and Grant Plan (the "Plan"),
ANSYS, Inc., a Delaware corporation (together with all successors thereto, the
"Company"), hereby grants to the person named above (the "Optionee"), who is an
officer or full-time employee of the Company or any of its subsidiaries, an
option (the "Stock Option") to purchase on or prior to the expiration date
specified above, or such earlier date as is specified herein, all or any part of
the number of shares of Common Stock, par value $0.01 per share ("Common
Stock"), of the Company indicated above (the "Option Shares"), at the per share
option exercise price specified above, subject to the terms and conditions set
forth in this Incentive Stock Option Agreement (the "Agreement") and in the
Plan. This Stock Option is intended to qualify as an "incentive stock option"
as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended
from time to time (the "Code"). To the extent that any portion of the Stock
Option does not so qualify, it shall be deemed a non-qualified stock option.
All capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Plan.
1. Vesting and Exercisability.
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(a) No portion of this Stock Option may be exercised until such
portion shall have vested.
(b) Except as set forth below and in Section 6, and subject to the
determination of the Compensation Committee of the Board of Directors of the
Company or the Board of Directors of the Company, as applicable (the
"Committee"), in its sole discretion to accelerate the vesting schedule
hereunder, this Stock Option shall be vested and exercisable with respect to the
following number of Option Shares on the respective dates indicated:
Incremental/Aggregate Number
Of Option Shares Exercisable* Vesting Date
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(Vest1)/(Vest1Bal)
(Vest2)/(Vest2Bal)
(Vest3)/(Vest3Bal)
(Vest4)/(Vest4Bal)
Notwithstanding anything herein to the contrary and without limitation of
Section 6, in the event that this Stock Option is assumed in the sole discretion
of the parties to a Sale Event (as defined in Section 6) or is continued by the
Company and thereafter remains in effect following such Sale Event as
contemplated by Section 6, then this Stock Option shall be deemed vested and
exercisable in full upon the date on which the Optionee's employment with the
Company and its subsidiaries or successor entity terminates if (i) such
termination occurs within eighteen (18) months of such Sale Event and (ii) such
termination is by the Company without cause or by the Optionee if such
termination by Optionee is preceded during such 18-month period by any material
adverse modification of the duties, principal employment location or
compensation of the Optionee without his or her consent, subject, however, to
the following sentence. Notwithstanding the foregoing, in the event a Sale
Event is contingent on using "pooling of interest" accounting methodology, the
Company may, in its discretion, take any action necessary to preserve the use of
"pooling of interest" accounting, including nullifying the vesting of this Stock
Option
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* Subject to Section 5.
as provided in the previous sentence. In addition and notwithstanding
anything herein to the contrary, in the event that the Optionee is not offered
employment by the Company and its subsidiaries or any successor entity following
a Sale Event other than a Sale Event accounted for as a "pooling of interests"
on substantially the same or better terms (including, without limitation, duties
and compensation) than those in effect immediately prior to such Sale Event with
respect to his or her employment, then this Stock Option shall be deemed vested
and exercisable in full upon the date on which the Optionee's employment with
the Company and its subsidiaries terminates.
(c) In the event that the Optionee's Service Relationship (as
hereinafter defined) with the Company and its subsidiaries terminates for any
reason or under any circumstances, including the Optionee's resignation,
retirement or termination by the Company, upon the Optionee's death or
disability, or for any other reason, regardless of the circumstances thereof,
this Stock Option shall no longer vest or become exercisable with respect to any
Option Shares not vested (or which do not vest) as of the date of such
termination from and after the date of such termination, and this Stock Option
may thereafter be exercised, to the extent it was vested and exercisable on such
date of such termination, until the Expiration Date contemplated by Section
1(d), except as the Committee may otherwise determine. For purposes hereof, a
"Service Relationship" shall mean any relationship as an employee, part-time
employee or consultant of the Company or any subsidiary of the Company such
that, for example, a Service Relationship shall be deemed to continue without
interruption in the event the Optionee's status changes from full-time employee
to part-time employee or consultant.
(d) Once any portion of this Stock Option becomes vested and
exercisable, it shall continue to be exercisable by the Optionee or his or her
successors as contemplated herein at any time or times prior to the earlier of
(i) the date which is twelve months following the date on which the Optionee's
Service
Relationship with the Company and its subsidiaries terminates due to
death or disability (as defined in Section 422(c)(6) of the Code), the date
which is 21 days following the date on which the optionee's Service Relationship
is terminated by the Company for cause or the date which is 90 days following
the date on which the Optionee's Service Relationship with the Company
terminates if the termination is due to any other reason or (ii) the tenth
anniversary of option grant, subject to the provisions hereof, including,
without limitation, Section 6 hereof which provides for the termination of
unexercised options upon completion of certain transactions as described therein
(the earliest to occur of such dates being referred to as the "Expiration
Date"). The Committee shall have sole discretion to determine the reason for
the termination of the Optionee's Service Relationship with the Company and its
subsidiaries.
(e) It is understood and intended that this Stock Option is intended
to qualify as an "incentive stock option" as defined in Section 422 of the Code.
Accordingly, the Optionee understands that in order to obtain the benefits of an
incentive stock option under Section 422 of the Code, no sale or other
disposition may be made of Option Shares for which incentive stock option
treatment is desired within the one-year period beginning on the day after the
day of the transfer of such Option Shares to him or her, nor within the two-year
period beginning on the day after the grant of this Stock Option and further
that this Stock Option must be exercised within three months after termination
of employment (or such shorter period as is permitted hereunder) (or twelve
months in the case of death or disability) to qualify as an incentive stock
option. If the Optionee disposes (whether by sale, gift, transfer or otherwise)
of any such Option Shares within either of these periods, he or she will notify
the Company within thirty (30) days after such disposition. The Optionee also
agrees to provide the Company with any information concerning any such
dispositions required by the Company for tax purposes. Further, to the extent
Option Shares and any other incentive stock options of the Optionee
having an aggregate exercise price in excess of $100,000 vest in any year, such
options will not qualify as incentive stock options.
2. Exercise of Stock Option.
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(a) The Optionee may exercise only vested portions of this Stock
Option and only in the following manner: Prior to the Expiration Date (subject
to Section 6), the Optionee may deliver a Stock Option Exercise Notice (an
"Exercise Notice") in the form of Appendix A hereto indicating his or her
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election to purchase some or all of the Option Shares with respect to which this
Stock Option has vested at the time of such notice. Such notice shall specify
the number of Option Shares to be purchased.
Payment of the purchase price for the Option Shares may be made by one or more
(if applicable) of the following methods: (i) in cash, by certified or bank
check or other instrument acceptable to the Committee; or (ii) (A) through the
delivery (or attestation to ownership) of shares of Common Stock that have been
purchased by the Optionee on the open market or that have been held by the
Optionee for at least six months, and are not subject to restrictions under any
plan of the Company, if permitted by the Committee in its sole discretion, (B)
by the Optionee delivering to the Company a properly executed Exercise Notice
together with irrevocable instructions to a broker to promptly deliver to the
Company cash or a check payable and acceptable to the Company to pay the option
purchase price, provided that in the event the Optionee chooses to pay the
option purchase price as so provided, the Optionee and the broker shall comply
with such procedures and enter into such agreements of indemnity and other
agreements as the Committee shall prescribe as a condition of such payment
procedure, or (C) a combination of (i), (ii)(A) and (ii)(B) above if permitted
by the Committee in its sole discretion. Payment instruments will be received
subject to collection.
(b) Certificates for the Option Shares so purchased will be issued and
delivered to the Optionee upon compliance to the satisfaction of the Committee
with all requirements under
applicable laws or regulations in connection with such issuance. Until the
Optionee shall have complied with the requirements hereof and of the Plan, the
Company shall be under no obligation to issue the Option Shares subject to this
Stock Option, and the determination of the Committee as to such compliance shall
be final and binding on the Optionee. The Optionee shall not be deemed to be the
holder of, or to have any of the rights of a holder with respect to, any shares
of stock subject to this Stock Option unless and until this Stock Option shall
have been exercised pursuant to the terms hereof, the Company shall have issued
and delivered the Option Shares to the Optionee, and the Optionee's name shall
have been entered as a stockholder of record on the books of the Company.
Thereupon, the Optionee shall have full dividend and other ownership rights with
respect to such Option Shares, subject to the terms of this Agreement.
(c) Notwithstanding any other provision hereof or of the Plan, no
portion of this Stock Option shall be exercisable after the Expiration Date,
including such date as is contemplated by Section 6 hereof.
3. Incorporation of Plan. Notwithstanding anything herein to the
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contrary, this Stock Option shall be subject to and governed by all the terms
and conditions of the Plan.
4. Transferability. This Agreement is personal to the Optionee and is not
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transferable by the Optionee in any manner other than by will or by the laws of
descent and distribution. This Stock Option may be exercised during the
Optionee's lifetime only by the Optionee (or by the Optionee's guardian or
personal representative in the event of the Optionee's incapacity). The
Optionee may elect to designate a beneficiary by providing written notice of the
name of such beneficiary to the Company, and may revoke or change such
designation at any time by filing written notice of revocation or change with
the Company; such beneficiary may exercise the Optionee's Stock Option in the
event of the Optionee's death to the extent provided herein. If the Optionee
does not designate a beneficiary, or if the designated beneficiary predeceases
the Optionee, the personal representative
of the Optionee may exercise this Stock Option to the extent provided herein in
the event of the Optionee's death.
5. Adjustment Upon Changes in Capitalization. The shares of stock covered
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by this Stock Option are shares of Common Stock of the Company. Subject to
Section 6 hereof, if the shares of Common Stock as a whole are increased,
decreased, changed or converted into or exchanged for a different number or kind
of shares or securities of the Company or any successor entity (or a parent or
subsidiary thereof), whether through merger or consolidation, sale of all or
substantially all of the assets of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, combination of
shares, exchange of shares, change in corporate structure or the like, an
appropriate and proportionate adjustment shall be made in the number and kind of
shares and in the per share exercise price of shares subject to any unexercised
portion of this Stock Option. In the event of any such adjustment in this Stock
Option, the Optionee thereafter shall have the right, subject to Section 6, to
purchase the number of shares under this Stock Option at the per share price, as
so adjusted, which the Optionee could purchase at the total purchase price
applicable to this Stock Option immediately prior to such adjustment, all
references herein to Common Stock shall be deemed to refer to the security that
is subject to acquisition upon exercise of this Stock Option and all references
to the Company shall be deemed to refer to the issuer of such security.
Adjustments under this Section 5 shall be determined by the Committee, whose
determination as to what adjustment shall be made, and the extent thereof, shall
be conclusive. No fractional shares of Common Stock shall be issued under the
Plan resulting from any such adjustment, but the Company in its discretion may
make a cash payment in lieu of fractional shares.
6. Effect of Certain Transactions. In the case of (a) the dissolution or
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liquidation of the Company, (b) the sale of all or substantially all of the
assets of the Company on a consolidated basis to an another person or entity,
(c) a merger, reorganization or consolidation in which the holders of the then
outstanding voting securities of the Company prior to such transaction do not
own a majority of the outstanding voting securities of the surviving or
resulting entity immediately upon completion of such transaction, (d) the sale
of all of the outstanding stock of the Company to an unrelated person or entity
or (e) any other transaction where the holders of the then outstanding voting
securities of the Company prior to such transaction do not own at least a
majority of the outstanding voting securities of the relevant entity after the
transaction (in each case, a "Sale Event"), this Stock Option shall terminate on
the effective date of such Sale Event, unless provision is made in such
transaction in the sole discretion of the parties thereto for the assumption or
continuation by the Company as survivor of this Stock Option or the substitution
for this Stock Option of a new stock option of the successor person or entity or
a parent or subsidiary thereof, with appropriate adjustment as to the number and
kind of shares and the per share exercise price, as provided in Section 5 of
this Agreement. In the event of any transaction which will result in the
termination of this Stock Option, the Company shall give to the Optionee written
notice thereof at least fifteen (15) days prior to the effective date of such
transaction. Until such effective date, the Optionee may exercise any portion
of this Stock Option which is vested as of such effective date (as contemplated
by Section 1(b)), but after such effective date, the Optionee may not exercise
this Stock Option unless it is assumed or substituted by the successor entity
(or a parent or subsidiary thereof) as provided above.
7. Withholding Taxes. The Optionee shall, not later than the date as of
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which the exercise of this Stock Option becomes a taxable event for federal
income tax purposes, pay to the Company or make arrangements satisfactory to the
Committee for payment of any federal, state and local taxes required by law to
be withheld on account of such taxable event. Subject to approval by the
Committee, the Optionee may elect to have such tax withholding obligation
satisfied, in whole or in part, by authorizing the
Company to withhold from shares of Common Stock to be issued or transferring to
the Company, a number of shares of Common Stock with an aggregate Fair Market
Value that would satisfy the withholding amount due. For purposes of this
Section 7 "Fair Market Value" on any given date means the last reported sale
price at which Common Stock is traded on such date or, if no Common Stock is
traded on such date, the next preceding date on which Common Stock was traded,
as reflected on the principal stock exchange or, if applicable, any other
national stock exchange on which the Common Stock is traded or admitted to
trading. The Optionee acknowledges and agrees that the Company or any subsidiary
of the Company has the right to deduct from payments of any kind otherwise due
to the Optionee, or from the Option Shares to be issued in respect of an
exercise of this Stock Option, any federal, state or local taxes of any kind
required by law to be withheld with respect to the issuance of Option Shares to
the Optionee.
8. Forfeiture of Stock Option. As additional consideration for the
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issuance of this Stock Option to the Optionee, the Optionee hereby agrees that,
if at anytime during and for a period of one (1) year after the termination of
his or her Service Relationship no matter what the cause of that termination, he
or she engages for any reason, directly or indirectly, whether as owner, part-
owner, shareholder, member, partner, director, officer, trustee, employee, agent
or consultant, or in any other capacity, on behalf of himself or herself or any
firm, corporation or other business organization other than the Company and its
subsidiaries in any one or more of the following activities:
(a) the development, marketing, solicitation, or selling of any
product or service which performs functions the same as those being marketed,
licensed, or sold by the Company at the time of such termination and of which
the Optionee acquired specialized knowledge while employed by the Company
related to the development, marketing or sale of such product or service;
(b) the use of any confidential or proprietary information which was
acquired by the Optionee as an employee of the Company and its subsidiaries (i)
in order to acquire a competitive advantage or (ii) in any manner such that it
would have a detrimental effect upon the business of the Company and its
subsidiaries; or
(c) any activity for the purpose of inducing, encouraging, or
arranging for the employment or engagement by anyone other than the Company and
its subsidiaries of any employee, officer, director, agent, consultant, or sales
representative of the Company and its subsidiaries or attempt to engage any of
them in a manner which would deprive the Company and its subsidiaries of their
services or place them in a conflict of interest with the Company and its
subsidiaries;
then (i) this Stock Option shall terminate effective on the date on which he or
she first engages in such activity, unless terminated sooner by operation of any
other term or condition of this Stock Option or the Plan, and (ii) any option
gain recognized by the Optionee from exercising all or a portion of this Stock
Option shall be paid by Optionee to the Company.
The Optionee may be released from his or her obligations as stated above
only if the Committee (or its duly appointed agent) determines in its sole
discretion that such action is in the best interests of the Company and its
subsidiaries.
9. Miscellaneous Provisions.
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(a) Equitable Relief. The parties hereto agree and declare that legal
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remedies may be inadequate to enforce the provisions of this Agreement and that
equitable relief, including specific performance and injunctive relief, may be
used to enforce the provisions of this Agreement.
(b) Change and Modifications. This Agreement may not be orally
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changed, modified or terminated, nor shall any oral waiver of any of its terms
be effective. This Agreement may be changed, modified or terminated only by an
agreement in writing signed by the Company and the Optionee.
(c) Governing Law. This Agreement shall be governed
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by and construed in accordance with the laws of the State of Delaware.
(d) Headings. The headings are intended only for convenience in
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finding the subject matter and do not constitute part of the text of this
Agreement and shall not be considered in the interpretation of this Agreement.
(e) Saving Clause. If any provision(s) of this Agreement shall be
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determined to be illegal or unenforceable, such determination shall in no manner
affect the legality or enforceability of any other provision hereof.
(f) Notices. All notices, requests, consents and other communications
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shall be in writing and be deemed given when delivered personally, by telex or
facsimile transmission or when received if mailed by first class registered or
certified mail, postage prepaid. Notices to the Company or the Optionee shall
be addressed as set forth underneath their signatures below, or to such other
address or addresses as may have been furnished by such party in writing to the
other.
(g) Benefit and Binding Effect. This Agreement shall be binding upon
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and shall inure to the benefit of the parties hereto, their respective
successors, permitted assigns, and legal representatives. The Company has the
right to assign this Agreement, and such assignee shall become entitled to all
the rights of the Company hereunder to the extent of such assignment.
(h) Counterparts. For the convenience of the parties and to
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facilitate execution, this Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same document.
The foregoing Agreement is hereby accepted and the terms and conditions
thereof hereby agreed to by the undersigned.
Dated: ANSYS, Inc.
By:
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Name: Peter J. Smith
Title: President
Address: ANSYS, Inc.
Attention: President
275 Technology Drive
Canonsburg, PA 15317
The foregoing Agreement is hereby accepted and the terms and conditions
thereof hereby agreed to by the undersigned.
Dated:
OPTIONEE:
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(Fullname)
Optionees Address:
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DESIGNATED BENEFICIARY:
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Beneficiary's Address:
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Appendix A
STOCK OPTION EXERCISE NOTICE
ANSYS, Inc.
Attention: Chief Financial Officer
275 Technology Drive
Canonsburg, PA 15317
Dear Sirs:
Pursuant to the terms of my stock option agreement dated __________ (the
"Agreement") under the ANSYS, Inc. 1996 Stock Option and Incentive Plan, I,
(Fullname), hereby [Circle One] partially/fully exercise such option by
including herein payment in the amount of $______ representing the purchase
price for [Fill in number of Option Shares] _______ option shares. I have
chosen the following form(s) of payment:
[ ] 1. Cash
[ ] 2. [Certified or Bank] Check payable to [ ]
[ ] 3. Other (as described in the Agreement (please
describe)) _________.
Sincerely yours,
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(Fullname)