**EXHIBIT 10.9****ANSOFT CORPORATION****2006 STOCK INCENTIVE PLAN****1. Purpose.**This Ansoft Corporation 2006 Stock Incentive Plan (the “Plan”) seeks to further thelong-term stability and financial success of Ansoft Corporation (the “Company”) by attracting andretaining persons providing services to Ansoft Corporation through the use of stock incentives;motivating those persons to contribute to the growth and profile of the Company; and furtheraligning the interests of those persons with those of Ansoft Corporation stockholders.**2. Definitions.**As used in the Plan, the following terms have the meanings indicated:(a) ‘‘Act’’ means the Securities Exchange Act of 1934, as amended.(b) ‘‘Applicable Withholding Taxes’’ means the aggregate amount of federal, state and local incomeand payroll taxes that the Company is required to withhold in connection with any lapse ofrestrictions on Restricted Stock, dividends paid on Restricted Stock, or any exercise of aNonstatutory Stock Option.(c) ‘‘Code’’ means the Internal Revenue Code of 1986, as amended.(d) ‘‘Committee’’ means the Compensation Committee of the Company’s Board of Directors (or anysuccessor Board committee designated by the Board to administer this plan), provided that, if anymember of the Compensation Committee does not qualify as both an outside director for purposes ofCode section 162(m) and a non-employee director for purposes of Rule 16b-3, the remaining membersof the committee (but not less than two members) shall be constituted as a subcommittee to act asthe Committee for purposes of the Plan.(e) ‘‘Company Stock’’ means common stock of the Company. In the event of a change in the capitalstructure of the Company (as provided in Section 12), the shares resulting from the change shall bedeemed to be Company Stock within the meaning of the Plan.(f) ‘‘Date of Grant’’ means the date on which the Committee grants an Incentive Award.(g) ‘‘Disability’’ or ‘‘Disabled’’ means, as to an Incentive Stock Option, a Disability within themeaning of Code section 22(e)(3). As to all other Incentive Awards, the Committee shall determinewhether a Disability exists and the determination shall be conclusive.(h) ‘‘Fair Market Value’’ means, unless otherwise determined by the Committee, the closing pricefor a share of Company Stock reported on the Nasdaq Stock Market (or such other stock exchange orquotation system on which shares are then listed or quoted) for the business day immediatelypreceding such date.(i) ‘‘Incentive Award’’ means, collectively, the award of an Option or Restricted Stock under thePlan.(j) ‘‘Incentive Stock Option’’ means an Option intended to meet the requirements of, and qualifyfor favorable federal income tax treatment under, Code section 422.(k) ‘‘Mature Shares’’ means shares of Company Stock for which the holder thereof has good title,free and clear of all liens and encumbrances and which the holder has held for at least six months.(l) ‘‘Nonstatutory Stock Option’’ means an Option that does not meet the requirements of Codesection 422, or, even if meeting the requirements of Code section 422, is not intended to be anIncentive Stock Option and is so designated.
 

 
(m) ‘‘Option’’ means a right to purchase Company Stock granted under the Plan, at a pricedetermined in accordance with the Plan.(n) ‘‘Participant’’ means any employee of the Company, a director of the Company or an individualrendering services to the Company who receives an Incentive Award under the Plan.(o) ‘‘Restricted Stock’’ means Company Stock awarded upon the terms and subject to the restrictionsset forth in Section 6.(p) ‘‘Rule 16b-3’’ means Rule 16b-3 of the Securities and Exchange Commission promulgated under theAct. A reference in the Plan to Rule 16b-3 shall include a reference to any corresponding rule (ornumber redesignation) of any amendments to Rule 16b-3 enacted after the effective date of thePlan’s adoption.**3. General.**The types of Incentive Awards that may be granted under the Plan are Options orRestricted Stock. Options granted under the Plan may be Incentive Stock Options or NonstatutoryStock Options.**4. Stock**.(a) Subject to Section 12 of the Plan, there shall be reserved for issuance under the Plan anaggregate of 670,000 shares of Company Stock, which shall be authorized but unissued shares. Allof the shares of Company Stock that may be issued under this Plan may be issued upon the exerciseof Options that qualify as Incentive Stock Options. No more than 200,000 shares may be issued asRestricted Stock, provided that any shares of Restricted Stock that are forfeited shall not countagainst this limit. No more than 100,000 shares may be allocated to Options that are granted toany individual Participant during any single Taxable Year.(b) Shares allocable to Options, Restricted Stock or portions thereof granted under the Plan thatexpire, are forfeited, or otherwise terminate unexercised may again be subjected to an IncentiveAward under the Plan. The Committee is expressly authorized to make an Incentive Award to aParticipant conditioned upon the surrender for cancellation of an Option granted under an existingIncentive Award, provided that, without prior stockholder approval, the Committees are expresslyprohibited from repricing an Option if the exercise price of the new Option would be less than theexercise price of the Option under the existing Incentive Award surrendered for cancellation.Reload Options issued on the exercise of an Option or otherwise are expressly prohibited.(c) Shares allocable to Options issued following the expiration of the Ansoft Corporation 1995Stock Option Plan and prior to the adoption of this Plan by stockholders to persons who would havebeen eligible under this Plan shall be approved by stockholders by the adoption of this Plan. Allof these Options shall be subject to the terms of this Plan and shall be counted against theauthorized shares provided in Section 4(a).**5. Eligibility**.(a) All present and future employees of the Company (whether now existing or hereafter created oracquired) whom the Committee determines to have contributed or who can be expected to contributesignificantly to the Company, directors of the Company, and individuals who are rendering servicesas consultants, advisors, or other independent contractors to the Company shall be eligible toreceive Incentive Awards under the Plan. The Committee shall have the power and completediscretion, as provided in Section 13, to select eligible individuals to receive Incentive Awardsand to determine for each individual the nature of the award and the terms and conditions of eachIncentive Award.(b) The grant of an Incentive Award shall not obligate the Company to pay an individual anyparticular amount of remuneration, to continue the employment of the individual after the grant orto make further grants to the individual at any time thereafter.
 

 
**6. Restricted Stock Awards**.(a) The Committee may make grants of Restricted Stock to Participants. Whenever the Committeedeems it appropriate to grant Restricted Stock, notice shall be given to the Participant statingthe number of shares of Restricted Stock granted and the terms and conditions to which theRestricted Stock is subject. This notice shall be the grant agreement between the Company and theParticipant. Restricted Stock may be awarded by the Committee in its discretion without cashconsideration.(b) The Committee shall establish as to each award of Restricted Stock the terms and conditionsupon which the restrictions set forth in paragraph (c) below shall lapse.(c) No shares of Restricted Stock may be sold, assigned, transferred, pledged, hypothecated, orotherwise encumbered or disposed of until the restrictions on the shares as set forth in theParticipant’s grant agreement have lapsed or been removed.(d) Upon the acceptance by a Participant of an award of Restricted Stock, the Participant shall,subject to the restrictions set forth in paragraph (c) above, have all the rights of a shareholderwith respect to the shares of Restricted Stock, including, but not limited to, the right to votethe shares of Restricted Stock and the right to receive all dividends and other distributions paidthereon. Certificates representing Restricted Stock shall be held by the Company until therestrictions lapse and upon request the Participant shall provide the Company with appropriatestock powers endorsed in blank.(e) Each Participant shall agree at the time his or her Restricted Stock is granted, and as acondition thereof, to pay to the Company, or make arrangements satisfactory to the Companyregarding the payment to the Company of, Applicable Withholding Taxes. Until the amount has beenpaid or arrangements satisfactory to the Company have been made, no stock certificate free of alegend reflecting the restrictions set forth in paragraph (b) above shall be issued to theParticipant. As an alternative to making a cash payment to the Company to satisfy ApplicableWithholding Taxes, if the grant so provides, the Participant may elect to have the Company retainthat number of shares of Company Stock (valued at their Fair Market Value) that would satisfy allor a specified portion of the Applicable Withholding Taxes.**7. Stock Options**.(a) The Committee may make grants of Options to Participants. Whenever the Committee deems itappropriate to grant Options, notice shall be given to the Participant stating the number of sharesfor which Options are granted, the Option price per share, whether the Options are Incentive StockOptions or Nonstatutory Stock Options, and the conditions to which the grant and exercise of theOptions are subject. This notice shall be the stock option agreement.(b) The exercise price of shares of Company Stock covered by an Option shall be not less than 100%of the Fair Market Value of the shares on the Date of Grant, except as provided in Section 12.(c) Options may be exercised in whole or in part at the times as may be specified by the Committeein the Participant’s stock option agreement; provided that no Option may be exercised after theexpiration of ten (10) years from the Date of Grant and provided that the exercise provisions forIncentive Stock Options shall in all events not be more liberal than the following provisions:(i) No Incentive Stock Option may be exercised after the first to occur of (x) ten years from theDate of Grant, (y) three months following the date of the Participant’s retirement or terminationof employment with the Company for reasons other than disability or death, or (z) one yearfollowing the date of the Participant’s termination of employment on account of Disability ordeath.
 

 
(ii) An Incentive Stock Option by its terms shall be exercisable in any calendar year only to theextent that the aggregate Fair Market Value (determined at the Date of Grant) of the Company Stockwith respect to which Incentive Stock Options are exercisable for the first time during thecalendar year does not exceed $100,000 (the ‘‘Limitation Amount’’). Incentive Stock Optionsgranted under the Plan and all other plans of any Company shall be aggregated for purposes ofdetermining whether the Limitation Amount has been exceeded. The Committee may impose anyconditions as it deems appropriate on an Incentive Stock Option to ensure that the foregoingrequirement is met. If Incentive Stock Options that first become exercisable in a calendar yearexceed the Limitation Amount, the excess Options will be treated as Nonstatutory Stock Options tothe extent permitted by law.**8. Method of Exercise of Options**.(a) Options may be exercised by the Participant giving written notice of the exercise to theCompany, stating the number of shares the Participant has elected to purchase under the Option theParticipant has elected to exercise. The notice shall be effective only if accompanied by theexercise price in full in cash; provided, however, that if the terms of an Option so permit, theParticipant may (i) deliver a properly executed exercise notice together with irrevocableinstructions to a broker to deliver promptly to the Company, from the sale or loan proceeds withrespect to the sale of Company Stock or a loan secured by Company Stock, the amount necessary topay the exercise price and, if required by the terms of the Option, Applicable Withholding Taxes,(ii) deliver Mature Shares (valued at their Fair Market Value) in satisfaction of all or any partof the exercise price, or (iii) use any other methods of payment as the Committee, at itsdiscretion, deems appropriate.(b) The Company may place on any certificate representing Company Stock issued upon the exercise ofan Option any legend deemed desirable by the Company’s counsel to comply with federal or statesecurities laws, and the Company may require a customary written indication of the Participant’sinvestment intent. Until the Participant has made any required payment, including any ApplicableWithholding Taxes, and has had issued a certificate for the shares of Company Stock acquired, he orshe shall possess no shareholder rights with respect to the shares.(c) Each Participant shall agree as a condition of the exercise of an Option to pay to the Company,or make arrangements satisfactory to the Company regarding the payment to the Company of,Applicable Withholding Taxes, if any. Until the amount has been paid or arrangements satisfactoryto the Company have been made, no stock certificate shall be issued upon the exercise of an Option.**9. Transferability of Options.**Nonstatutory Stock Options may be transferable by a Participantand exercisable by a person other than the Participant, but only to the extent specificallyprovided in the Incentive Award. Incentive Stock Options, by their terms, shall not betransferable except by will or by the laws of descent and distribution and shall be exercisable,during the Participant’s lifetime, only by the Participant.**10. Effective Date of the Plan.**The effective date of the Plan is March 7, 2006, subject toapproval by the affirmative vote of the holders of a majority of the votes cast at a specialmeeting of the Company’s shareholders. Until (i) the Plan has been approved by the Company’sshareholders, and (ii) the requirements of any applicable Federal or State securities laws havebeen met, no Restricted Stock shall be awarded that is not contingent on these events and no Optiongranted shall be exercisable.**11. Termination, Modification, Change.**If not sooner terminated by the Board, this Plan shallterminate at the close of business on March 7, 2016. No Incentive Awards shall be made under thePlan after its termination. The Board may amend or terminate the Plan in any respects as it shalldeem advisable; provided that, if and to the extent required by the Code, no change shall be madethat increases the total number of shares of Company Stock reserved for issuance pursuant toIncentive Awards granted under the Plan (except pursuant to Section 12), materially modifies therequirements as to eligibility for participation in the Plan, or materially increases the benefitsaccruing to Participants under the Plan, unless the change is authorized by the shareholders of theCompany. Notwithstanding the foregoing, the Board may unilaterally amend the Plan and
 

 
Incentive Awards with respect to Participants as it deems appropriate to ensure compliance withRule 16b-3 and to cause Incentive Stock Options to meet the requirements of the Code andregulations thereunder, subject to the limitations of Section 13(b). Except as provided in thepreceding sentence, a termination or amendment of the Plan shall not, without the consent of theParticipant, adversely affect a Participant’s rights under an Incentive Award previously granted tohim or her.**12. Change in Capital Structure.**(a) In the event of a stock dividend, stock split or combination of shares, recapitalization ormerger in which the Company is the surviving corporation or other change in the Company’s capitalstock (including, but not limited to, the creation or issuance to shareholders generally of rights,options or warrants for the purchase of common stock or preferred stock of the Company), the numberand kind of shares of stock or securities of the Company to be subject to the Plan and to Optionsthen outstanding or to be granted thereunder, the maximum number of shares or securities which maybe delivered under the Plan (including the maximum limit on Incentive Stock Options, Options, orRestricted Stock under Section 4), the maximum number of shares or securities that can be grantedto an individual Participant under Section 4, the exercise price of Options, the terms of IncentiveAwards and other relevant provisions shall be appropriately adjusted by the Committee, whosedetermination shall be binding on all persons. If the adjustment would produce fractional shareswith respect to any unexercised Option, the Committee may adjust appropriately the number of sharescovered by the Option so as to eliminate the fractional shares.(b) If the Company is a party to a consolidation or a merger in which the Company is not thesurviving corporation, a transaction that results in the acquisition of substantially all of theCompany’s outstanding stock by a single person or entity, or a sale or transfer of substantiallyall of the Company’s assets or any similar event which the Committee determines should be coveredby this Section 12(b), then the Committee may take any actions with respect to outstandingIncentive Awards as the Committee deems appropriate.(c) Notwithstanding anything in the Plan to the contrary, the Committee may take the foregoingactions without the consent of any Participant, and the Committee’s determination shall beconclusive and binding on all persons for all purposes.**13. Administration of the Plan.**(a) The Plan shall be administered by the Committee. Subject to the express provisions andlimitations set forth in this Plan, the Committee shall be authorized and empowered to do allthings necessary or desirable, in its sole discretion, in connection with the administration ofthis Plan, including, without limitation, the following:(i) to prescribe, amend and rescind policies relating to this Plan, and to interpret the Plan,including defining terms not otherwise defined;(ii) to determine which persons will be Participants, to which of the Participants, if any,Incentive Awards shall be granted hereunder and the timing of any Incentive Awards;(iii) to grant Incentive Awards to Participants and determine the terms and conditions thereof,including the number of shares of Company Stock subject to Incentive Awards and the exercise orpurchase price of the shares of Company Stock and the circumstances under which Incentive Awardsbecome exercisable or vested or are forfeited or expire, which terms may but need not beconditioned upon the passage of time, continued employment, the occurrence of certain events, orother factors;(iv) to establish or verify the extent of satisfaction of any conditions applicable to the grant,issuance, exercisability, vesting and/or ability to retain any Incentive Award;
 

 
(v) to prescribe and amend the terms of the award agreements or other documents evidencingIncentive Awards made under this Plan (which need not be identical);(vi) to determine whether, and the extent to which, adjustments are required pursuant to Section12;(vii) to interpret and construe this Plan, any policies under this Plan and the terms andconditions of any Incentive Award granted hereunder, and to make exceptions to any provisions forthe benefit of the Company;(viii) to delegate any portion of its authority under the Plan to make Incentive Awards to anexecutive officer of the Company, subject to any conditions that the Committee may establish, and(ix) to make all other determinations deemed necessary or advisable for the administration of thisPlan.(b) The Committee shall have the power to amend the terms of previously granted Incentive Awardsthat were granted by that Committee so long as the terms as amended are consistent with the termsof the Plan and provided that the consent of the Participant is obtained with respect to anyamendment that would be detrimental to him or her, except that the consent will not be required ifthe amendment is for the purpose of complying with Rule 16b-3, Code section 409A or any othersection or requirement of the Code applicable to the Incentive Award. Notwithstanding any otherprovision of the Plan to the contrary, no Modification shall be made to any Option, if suchModification would result in the Option constituting a deferral of compensation or having anadditional deferral feature within the meaning of Prop. Treas. Regs. § 1.409A-1(b)(5)(v)(A).Subject to the last sentence of this subsection 13(b), a “Modification” shall mean any change inthe terms of the Option (or change in the terms of the Plan or applicable agreement) that mayprovide the holder of the Option with a direct or indirect reduction in the Option exercise price,or an additional deferral feature, or an extension or renewal of the Option, regardless of whetherthe holder in fact benefits from the change in terms. An extension of an Option refers to thegranting to the holder of an additional period of time within which to exercise the Option beyondthe time originally prescribed. A renewal of an Option is the granting by the Company of the samerights or privileges contained in the original Option on the same terms and conditions.Notwithstanding the above, it is not a Modification to change the terms of an Option in any of theways or for any of the purposes specifically described in Prop. Treas. Regs. § 1.409A-1(b)(v) asnot resulting in a modification, extension or renewal of a stock right, or the granting of a newstock right, for purposes of that section.(c) The interpretation and construction of any provision of the Plan by the Committee shall befinal and conclusive as to any Participant. The Committee may consult with counsel, who may becounsel to the Company, and shall not incur any liability for any action taken in good faith inreliance upon the advice of counsel.(d) A majority of the members of the Committee shall constitute a quorum, and all actions of theCommittee shall be taken by a majority of the members present. Any action may be taken by awritten instrument signed by all of the members, and any action so taken shall be fully effectiveas if it had been taken at a meeting.(e) The Committee may delegate the administration of the Plan to an officer or officers of theCompany, and the administrator(s) may have the authority to execute and distribute agreements orother documents evidencing or relating to Incentive Awards granted by the Committee under thisPlan, to maintain records relating to the grant, vesting, exercise, forfeiture or expiration ofIncentive Awards, to process or oversee the issuance of shares of Company Stock upon the exercise,vesting and/or settlement of an Incentive Award, to interpret the terms of Incentive Awards and totake any other actions as the Committee may specify, provided that in no case shall anyadministrator be authorized to grant Incentive Awards under the Plan. Any action by anadministrator within the scope of its delegation shall be deemed for all purposes to have beentaken by the Committee and references in this Plan to the Committee shall include anyadministrator, provided that the actions and interpretations of any administrator shall be subjectto review and approval, disapproval or modification by the Committee.
 

 
**14. Notice.**All notices and other communications required or permitted to be given under thisPlan shall be in writing and shall be deemed to have been duly given if delivered personally ormailed first class, postage prepaid, as follows (a) if to the Company—at the principal businessaddress of the Company to the attention of the Corporate Secretary of the Company; and (b) if toany Participant—at the last address of the Participant known to the sender at the time the noticeor other communication is sent.**15. Interpretation.**The Plan is intended to operate in compliance with the provisions ofSecurities and Exchange Commission Rule 16b-3 and to facilitate compliance with, and optimize thebenefits from, Code section 162(m) and Code section 409A. The terms of this Plan are subject toall present and future regulations and rulings of the Secretary of the Treasury of the UnitedStates or his or her delegate relating to the qualification of Incentive Stock Options under theCode. If any provision of the Plan conflicts with any such regulation or ruling, then thatprovision of the Plan shall be void and of no effect. The terms of this Plan shall be governed bythe laws of the State of Pennsylvania.