Exhibit 10.1 Incentive Stock Option Agreement under the 1996 Stock Option and Grant PlanIncentive Stock Option Agreement • August 14th, 1998 • Ansys Inc • Services-prepackaged software
ARTICLE 1 TERMEmployment Agreement • March 24th, 2003 • Ansys Inc • Services-prepackaged software • Ontario
By this Amended and Restated Restricted Stock Agreement made and entered into as of August 11, 1997, ANSYS, Inc. (formerly "SAS Holdings, Inc."), a Delaware Corporation (the "Company") and Peter J. Smith hereby amend and restate in its entirety the...Restricted Stock Agreement • March 23rd, 1998 • Ansys Inc • Services-prepackaged software • Delaware
CREDIT AGREEMENT Dated as of February 22, 2019 among ANSYS, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, JPMORGAN CHASE BANK, N.A., CITIBANK, N.A. and PNC BANK, NATIONAL ASSOCIATION, as...Credit Agreement • May 2nd, 2019 • Ansys Inc • Services-prepackaged software • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into, as of February 22, 2019, among ANSYS, Inc., a Delaware corporation (the “Borrower”), each Lender from time to time party hereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other L/C Issuers party hereto.
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER TABLE OF CONTENTSAgreement and Plan of Merger • September 13th, 2000 • Ansys Inc • Services-prepackaged software • Delaware
FIRST AMENDMENT TO CREDIT AGREEMENT Dated as of October 16, 2019 among ANSYS, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., CITIBANK, N.A. and PNC BANK, NATIONAL ASSOCIATION, as Co- Syndication...Credit Agreement • October 21st, 2019 • Ansys Inc • Services-prepackaged software • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into, as of February 22, 2019, among ANSYS, Inc., a Delaware corporation (the “Borrower”), each Lender from time to time party hereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other L/C Issuers party hereto.
CREDIT AGREEMENT Dated as of May 1, 2006 among ANSYS, INC. as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, and The Lenders Party Hereto NATIONAL CITY BANK OF PENNSYLVANIA, as Syndication Agent KEYBANK NATIONAL ASSOCIATION, CITIZENS...Credit Agreement • May 5th, 2006 • Ansys Inc • Services-prepackaged software • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of May 1, 2006, among ANSYS, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.
AGREEMENT AND PLAN OF MERGER by and among: SYNOPSYS, INC., a Delaware corporation; ALTA ACQUISITION CORP., a Delaware corporation; and ANSYS, INC., a Delaware corporation Dated as of January 15, 2024Agreement and Plan of Merger • January 16th, 2024 • Ansys Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of January 15, 2024, by and among: SYNOPSYS, INC., a Delaware corporation (“Parent”); ALTA ACQUISITION CORP., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”); and ANSYS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 20th, 2013 • Ansys Inc • Services-prepackaged software • Delaware
THIS INDEMNIFICATION AGREEMENT made and entered into this ___ day of _________, ____ (“Agreement”), by and among ANSYS, Inc., a Delaware corporation (and where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by any it (collectively, the “Companies,” and individually, a “Company”)), and _____________________ (the “Indemnitee”):
ContractCredit Agreement • November 12th, 2020 • Ansys Inc • Services-prepackaged software • New York
CREDIT AGREEMENT Dated as of July 31, 2008 among ANSYS, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, and The Lenders Party Hereto BANC OF AMERICA SECURITIES LLC, as Sole Lead Arranger and Sole Book Manager NATIONAL CITY BANK,...Credit Agreement • July 31st, 2008 • Ansys Inc • Services-prepackaged software • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of July 31, 2008, among ANSYS, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.
NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE FOURTH AMENDED AND RESTATED ANSYS, INC.Non-Qualified Stock Option Agreement • August 2nd, 2012 • 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.
500,000,000 REVOLVING FACILITY $755,000,000 TERM FACILITY CREDIT AGREEMENT Dated as of June 30, 2022 among ANSYS, INC., as the Borrower, THE DESIGNATED BORROWERS FROM TIME TO TIME PARTY HERETO PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent,...Credit Agreement • July 6th, 2022 • Ansys Inc • Services-prepackaged software • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of June 30, 2022, among ANSYS, Inc., a Delaware corporation (the “Company” or the “Borrower”), the Designated Borrowers from time to time party hereto, each Lender from time to time party hereto, PNC Bank, National Association, as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other L/C Issuers from time to time party hereto.
SUBSIDIARY GUARANTEE AGREEMENTSubsidiary Guarantee Agreement • July 31st, 2008 • Ansys Inc • Services-prepackaged software • New York
This SUBSIDIARY GUARANTEE AGREEMENT (this “Agreement”), dated as of July 31, 2008, is among ANSYS, INC., a Delaware corporation (the “Borrower”), each of the Subsidiary Guarantors party hereto, any other Person (as defined in the Credit Agreement referred to below) which may become a Subsidiary Guarantor hereunder pursuant to a duly executed joinder agreement in the form attached as Exhibit A hereto (each a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below).
ContractRestricted Stock Unit Agreement • May 5th, 2021 • Ansys Inc • Services-prepackaged software • Delaware
INCENTIVE STOCK OPTION AGREEMENT UNDER THE THIRD AMENDED AND RESTATED ANSYS, INC.Incentive Stock Option Agreement • November 3rd, 2006 • Ansys Inc • Services-prepackaged software
Pursuant to the Third 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.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 21st, 2024 • Ansys Inc • Services-prepackaged software • Pennsylvania
This Amended and Restated Employment Agreement (“Agreement”) is made as of the 1 day of November, 2023, between ANSYS, Inc., a Delaware corporation (together with its subsidiaries as the context requires, the “Company”), and Ajei S. Gopal (the “Executive”).
Incentive Stock Option Agreement under the ANSYS, Inc. Second Amended and RestatedIncentive Stock Option Agreement • February 8th, 2005 • Ansys Inc • Services-prepackaged software • Delaware
Pursuant to the ANSYS, Inc. Second Amended and Restated 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 ext
ANSYS DIRECTOR INDEMNIFICATION AGREEMENTAnsys Director Indemnification Agreement • July 31st, 2008 • Ansys Inc • Services-prepackaged software • Delaware
THIS INDEMNIFICATION AGREEMENT made and entered into this 31st day of July, 2008 (“Agreement”), by and among ANSYS, Inc., a Delaware corporation (and where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by any it (collectively, the “Companies,” and individually, a “Company”)) and Dr. Zoltan Cendes (“Indemnitee”):
RESTRICTED STOCK UNIT AGREEMENT UNDER THE FIFTH AMENDED AND RESTATED ANSYS, INC. 1996 STOCK OPTION AND GRANT PLANRestricted Stock Unit Agreement • February 23rd, 2017 • Ansys Inc • Services-prepackaged software
Pursuant to the Fifth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan (the “Plan”) as amended through the date hereof, ANSYS, Inc. (the “Company”) hereby grants the number of Restricted Stock Units listed above (the “Award”) to the Grantee named above. Each “Restricted Stock Unit” shall relate to one share of Common Stock par value $.01 per share (the “Stock”) of the Company, subject to the restrictions and conditions set forth in this Restricted Stock Unit Agreement (the “Agreement”) and in the Plan.
RESTRICTED STOCK UNIT AGREEMENT UNDER THE FIFTH AMENDED AND RESTATED ANSYS, INC. 1996 STOCK OPTION AND GRANT PLANRestricted Stock Unit Agreement • February 27th, 2020 • Ansys Inc • Services-prepackaged software
Pursuant to the Fifth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan (the “Plan”) as amended through the date hereof, ANSYS, Inc. (the “Company”) hereby grants the number of Restricted Stock Units listed above (the “Award”) to the Grantee named above. Each “Restricted Stock Unit” shall relate to one share of Common Stock par value $.01 per share (the “Stock”) of the Company, subject to the restrictions and conditions set forth in this Restricted Stock Unit Agreement (the “Agreement”) and in the Plan.
Non-Qualified Stock Option Agreement under the ANSYS, Inc. Second Amended and RestatedNon-Qualified Stock Option Agreement • February 8th, 2005 • Ansys Inc • Services-prepackaged software • Delaware
Pursuant to the ANSYS, Inc. Second Amended and Restated 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 Non-Qualified Stock Option Agreement (the “Agreement”) and in the Plan. This Stock Option is not 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”). Al
RESTRICTED STOCK UNIT AGREEMENT (NON-EMPLOYEE DIRECTORS) UNDER THE FIFTH AMENDED AND RESTATED ANSYS, INC. 1996 STOCK OPTION AND GRANT PLANRestricted Stock Unit Agreement • February 27th, 2020 • Ansys Inc • Services-prepackaged software
Pursuant to the Fifth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan (the “Plan”) as amended through the date hereof, ANSYS, Inc. (the “Company”) hereby grants the number of Restricted Stock Units listed above (the “Award”) to the Grantee named above. Each “Restricted Stock Unit” shall relate to one share of Stock of the Company, subject to the restrictions and conditions set forth in this Restricted Stock Unit Agreement (the “Agreement”) and in the Plan.
NON-QUALIFIED STOCK OPTION AGREEMENT FOR DIRECTORS UNDER THE FOURTH AMENDED AND RESTATED ANSYS, INC.Non-Qualified Stock Option Agreement • August 2nd, 2012 • 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.
NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE FOURTH AMENDED AND RESTATED ANSYS, INC.Non-Qualified Stock Option Agreement • May 2nd, 2013 • 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.
VOTING AGREEMENTVoting Agreement • March 31st, 2008 • Ansys Inc • Services-prepackaged software • Delaware
THIS VOTING AGREEMENT (“Agreement”), dated as of March 31, 2008, is made by and between ANSYS, Inc., a Delaware corporation (the “Buyer”), and the undersigned holder (the “Stockholder”) of shares (the “Shares”) of common stock, par value $0.01 per share, of Ansoft Corporation, a Delaware corporation (the “Seller”).
AGREEMENT AND PLAN OF MERGER by and among ANSYS, INC., ANSYS XL, LLC, BEN I, INC., HINES II, INC., HEAT HOLDINGS CORP., AAVID THERMAL TECHNOLOGIES, INC., TROY III, INC., FLUENT, INC., PRINCIPAL STOCKHOLDERS and STOCKHOLDERS’ REPRESENTATIVE February...Agreement and Plan of Merger • February 17th, 2006 • Ansys Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 15, 2006, is by and among ANSYS, Inc., a Delaware corporation (“Parent”), ANSYS XL, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger LLC”), BEN I, Inc., a Delaware corporation and wholly owned subsidiary of Merger LLC (“Merger Sub”), HINES II, Inc., a Delaware corporation and wholly owned subsidiary of Merger LLC (“Merger Sub II” and with Merger Sub and Merger LLC, the “Merger Subs”), Heat Holdings Corp., a Delaware corporation (“Holding”), Aavid Thermal Technologies, Inc., a Delaware corporation (the “Company”), TROY III, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub III”), Fluent, Inc., a Delaware corporation (“Fluent,” together with Holding and the Company, the “Selling Companies” and each a “Selling Company”), and, for purposes of Section 9.7 and Article VI, Article XI, Article XII and Article XIV, Willis Stein & Partners II, L.P.
Re: Resignation AgreementAnsys Inc • July 14th, 2014 • Services-prepackaged software • Pennsylvania
This letter confirms your voluntary resignation from employment with ANSYS, Inc. (the “Company”). This letter also proposes an agreement between you and the Company. This letter replaces a previous letter agreement that was proposed to you on May 29, 2014.
DEFERRED STOCK UNIT AGREEMENT UNDER THE THIRD AMENDED AND RESTATED ANSYS, INC.Deferred Stock Unit Agreement • November 6th, 2008 • Ansys Inc • Services-prepackaged software
Pursuant to the Third Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan (the “Plan”) as amended through the date hereof, ANSYS, Inc. (the “Company”) hereby grants the number of Deferred Stock Units listed above (the “Award”) to the Grantee named above. Each “Deferred Stock Unit” shall relate to one share of Common Stock par value $.01 per share (the “Stock”) of the Company, subject to the restrictions and conditions set forth herein and in the Plan.
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • February 23rd, 2022 • Ansys Inc • Services-prepackaged software • Pennsylvania
THIS CONSULTING SERVICES AGREEMENT (this “Agreement”), is hereby made and entered into this 30th day of December 2021, by and between ANSYS, Inc., a Delaware corporation, having offices at 2600 ANSYS Drive, Canonsburg, Pennsylvania 15317 U.S.A. (hereinafter “ANSYS”), and Maria Shields, an individual residing at the address set forth in ANSYS’s books and records (hereinafter “Consultant”).
ANSYS LETTERHEAD]Ansys Inc • January 7th, 2009 • Services-prepackaged software
NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE FIFTH AMENDED AND RESTATED ANSYS, INC.Non-Qualified Stock Option Agreement • August 29th, 2016 • Ansys Inc • Services-prepackaged software
Pursuant to the Fifth 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 in this Non-Qualified Stock Option Agreement (the “Agreement”) and in the Plan. Reference is made to the Employment Agreement entered into between the Company and the Optionee on August , 2016 (the “Employment Agreement”). Capitalized terms used herein and defined in the Employment Agreement shall be defined and interpreted under the Employment Agreement. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code
AGREEMENT AND PLAN OF MERGER by and among ANSYS, INC., POWER PLAY MERGER SUB, INC., APACHE DESIGN SOLUTIONS, INC., AND, AS TO SECTION 2.4, SECTION 2.5, SECTION 6.13, ARTICLE IX AND ARTICLE X ONLY, PAPACHEY, INC., AS SECURITYHOLDERS’ REPRESENTATIVE...Agreement and Plan of Merger • June 30th, 2011 • Ansys Inc • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of June 29, 2011, by and among ANSYS, Inc., a Delaware corporation (“Buyer”), Power Play Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Buyer (“Merger Sub”), Apache Design Solutions, Inc., a Delaware corporation (“Seller”), and, as to Section 2.4, Section 2.5, Section 6.13, Article IX and Article X only, Papachey, Inc., solely as the representative of the Seller Securityholders (the “Securityholders’ Representative”).
NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEESNon-Qualified Stock Option Agreement • February 23rd, 2017 • Ansys Inc • Services-prepackaged software
Pursuant to the Fifth 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.
TRANSITION AGREEMENTTransition Agreement • February 21st, 2024 • Ansys Inc • Services-prepackaged software • Washington
This Transition Agreement (“Agreement”) is entered into by ANSYS, Inc., a Delaware corporation with a principal office at 2600 Ansys Drive, Canonsburg, PA 15317 (“Ansys” or “Company”), and Nicole Anasenes, an individual residing at the address set forth in the Company’s books and records (“Employee”) (collectively, the “Parties”). The purpose of this Agreement is to establish an amicable arrangement for ending the employment relationship on a date certain (“Resignation Date,” as further defined in Section 1, below) and memorialize Employee’s commitment to work for the Company through and including the Resignation Date. In consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:
