EX-10.2



 Exhibit 10.2 

AWARD NOTICE 
 UNDER THE
ANSYS, INC. 
 SECOND AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN 

Name of Participant:                      

Target Award:                      Restricted Stock
Units 
 Grant Date of Target Award:
                     
 Performance Measurement
Period: [January 1, 2014 to December 31, 2016] 
 Pursuant to the ANSYS, Inc. Second Amended and Restated Long-Term
Incentive Plan (the “Plan”), ANSYS, Inc. (the “Company”) has selected the Participant named above to be awarded the Target Award specified above, subject to the terms and conditions of the Plan and this Award Notice. Capitalized
terms used but not defined in this Award Notice shall have the meaning given such terms in the Plan. A copy of the Plan is attached hereto as Exhibit A. 

1. Acceptance of Award. The total number of Restricted Stock Units that may be credited to the Participant (if any) shall be determined
by the Company’s performance for the three Performance Sub Periods within the Performance Measurement Period specified above, as set forth in Section 4(b) of the Plan. The actual number of Restricted Stock Units that may be credited could
be up to 150% of such Target Award and could also be lower than the Target Award and could be zero. 
 2. Termination of Employment.
Subject to Section 3 below, if at any time prior to the conclusion of the Performance Measurement Period, the Participant’s employment with the Company terminates for any reason, the Participant shall automatically forfeit the right to
receive any portion of the Award. 
 3. Change in Control. Upon a Change in Control, the Award shall be treated as specified in
Section 6 of the Plan. 
 4. Issuance of Shares. 

(a) Each Restricted Stock Unit relates to one share of the Company’s Stock. Shares of Stock (if any) shall be issued and delivered to the
Participant in accordance with the terms of this Award Notice and of the Plan upon compliance to the satisfaction of the Committee with all requirements under applicable laws or regulations in connection with such issuance and with the requirements
hereof and of the Plan. The determination of the Committee as to such compliance shall be final and binding on the Participant. 
 (b) Until
such time as shares of Stock are issued to the Participant pursuant to the terms hereof and of the Plan, the Participant shall have no rights as a stockholder with respect to any shares of Stock underlying the Restricted Stock Units, including but
not limited to any voting rights. 
 5. Non-Competition and Non-Solicitation [NOTE: OMIT FOR ANY PARTICIPANTS IN CALIFORNIA]. As
additional consideration for the grant of this Award to the Participant, the Participant hereby agrees that he or she shall not, at anytime during, and for a 







 
period of one year after, the termination of his or her employment with the Company no matter what the cause of that termination, engage 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 that is competitive with the products or services of the Company, or products or services that the Company has under development or that are subject to active planning at any time during Participant’s employment; 

(b) the use of any of the Company’s confidential or proprietary information, copyrights, patents or trade secrets which was acquired by
the Participant as an employee 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. 

The Participant acknowledges and agrees that the activities set forth in (a)-(c) (above) are adverse to the Company’s interests, and that it would
be inequitable for Participant to benefit from this Award should Participant engage in any such activities during or within one year after termination of his or her employment with the Company. The Participant 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. 

6. Claw-Back of Award Proceeds. The Committee shall have the authority to unilaterally terminate this Award and/or cause some or all of
the proceeds relating to this Award that have been received by the Participant to become immediately due and payable by the Participant to the Company upon the occurrence of any of the following events: 

(a) [OMIT FOR ANY PARTICIPANTS IN CALIFORNIA] the Participant’s violation of Section 5 of this Agreement (entitled Non-Competition
and Non-Solicitation); 
 (b) the material restatement of the Company’s financial statements due to misconduct by the Participant; 

(c) the material restatement of the Company’s financial statements that results in the Participant receiving more compensation under the
Award than the Participant would have received absent the incorrect financial statements. 

  
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 The determination of whether any of the foregoing events has occurred and the extent of the application of this
Section to the Participant and this Award shall be determined by the Committee in its sole discretion. 
 7. Incorporation of Plan.
Notwithstanding anything herein to the contrary, this Award Notice shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Committee set forth in Section 3 of the Plan. 

8. Transferability. This Award is personal to the Participant, is non-assignable and is not transferable by Participant in any manner,
by operation of law or otherwise, other than by will or the laws of descent and distribution. The Stock to be issued upon the settlement of this Award to the Participant shall be issued, during the Participant’s lifetime, only to the
Participant, and thereafter, only to the Participant’s beneficiary. The Participant may 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. 
 9. No Contract for Continuing Services. Neither the Plan nor this
Award Notice shall be construed as creating any contract for continued services between the Company or any of its subsidiaries and the Participant and nothing herein contained shall give the Participant the right to be retained as an employee or
consultant of the Company or any of its subsidiaries. 
 10. Notices. Notices hereunder shall be mailed or delivered to the Company
at its principal place of business and shall be mailed or delivered to the Participant at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing. 

11. Severability. If any provision(s) hereof shall be determined to be illegal or unenforceable, such determination shall in no manner
affect the legality or enforceability of any other provision hereof. 
 12. Counterparts. For the convenience of the parties and to
facilitate execution, this document 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. 

 

					
	ANSYS, INC.
		
	By:	 	  

		 	Title:	 	



  
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 The foregoing Award is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned.

  

							
	Dated:	 	  
	 		 	  

		 		 		 	Participant’s Signature
				
		 		 		 	Participant’s name and address:
				
		 		 		 	  

				
		 		 		 	  

				
		 		 		 	  


  

  
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 Exhibit A 

Second Amended and Restated Long-Term Incentive Plan 

  
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