2000 EQUITY EXECUTIVE PLAN



 EXHIBIT 10.1 
  
 PARAMETRIC TECHNOLOGY CORPORATION 
  
 2000 EQUITY INCENTIVE PLAN 
  
 1. Purpose. 
  
 The purpose of the Parametric Technology Corporation 2000 Equity Incentive Plan (the “Plan”) is to attract and retain directors and key
employees and consultants of the Company and its Affiliates, to provide an incentive for them to achieve performance goals, and to enable them to participate in the growth of the Company by granting Awards with respect to the Company’s Common
Stock. Certain capitalized terms used herein are defined in Section 9 below. 
  
 2. Administration. 
  
 The Plan shall be
administered by the Committee; provided, that the Board may in any instance perform any of the functions of the Committee hereunder. The Committee shall select the Participants to receive Awards and shall determine the terms and conditions of the
Awards. The Committee shall have authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the operation of the Plan as it shall from time to time consider advisable, and to interpret the provisions of the
Plan. The Committee’s decisions shall be final and binding. To the extent permitted by applicable law, the Committee may delegate to one or more executive officers of the Company the power to make Awards to Participants who are not Reporting
Persons or Covered Employees and all determinations under the Plan with respect thereto, provided that the Committee shall fix the maximum amount of such Awards for all such Participants and a maximum for any one Participant. 
  
 3. Eligibility. 
  
 All directors and all employees and consultants of the Company or any Affiliate capable of contributing to the successful
performance of the Company are eligible to be Participants in the Plan. Incentive Stock Options may be granted only to persons eligible to receive such Options under the Code. 
  
 4. Stock Available for Awards. 
  
 (a) Amount. Subject to adjustment under subsection (b), Awards may be made under the Plan for up to 11,500,000 shares of Common Stock,
provided that no more than 10% of the maximum number of shares authorized from time to time to be issued hereunder may be granted as Restricted Stock or unrestricted stock Awards for consideration less than 100% of the Fair Market Value of the
Common Stock on the date of the respective grant. If any Award expires or is terminated unexercised or is forfeited or settled in a manner that results in fewer shares outstanding than were awarded, the shares subject to such Award, to the extent of
such expiration, termination, forfeiture or decrease, shall again be available for award under the Plan. Common Stock issued through the assumption or substitution of outstanding grants from an acquired company shall not reduce the shares available
for Awards under the Plan. Shares issued under the Plan may consist of authorized but unissued shares or treasury shares. 







 (b) Adjustment. In the event that the Committee determines that any stock dividend,
extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares or other transaction affects the Common Stock such that an adjustment is required in order to preserve the
benefits intended to be provided by the Plan, then the Committee (subject in the case of Incentive Stock Options to any limitation required under the Code) shall equitably adjust any or all of (i) the number and kind of shares in respect of which
Awards may be made under the Plan, (ii) the number and kind of shares subject to outstanding Awards and (iii) the exercise price with respect to any of the foregoing, provided that the number of shares subject to any Award shall always be a whole
number, and if considered appropriate, the Committee may make provision for a cash payment with respect to an outstanding Award. 
  
 (c) Limit on Individual Grants. The maximum number of shares of Common Stock subject to Options and Stock Appreciation Rights that may be
granted to any Participant in the aggregate in any calendar year shall not exceed 2,000,000, and the maximum number of shares of Common Stock that may be granted as Restricted Stock or unrestricted stock Awards, with respect to which performance
goals apply under Section 7 below, to any Participant in the aggregate in any calendar year shall not exceed 500,000, subject to adjustment under subsection (b). 
  
 5. Stock Options. 
  
 (a) Grant of Options. Subject to the provisions of the Plan, the Committee may grant options (“Options”) to purchase shares of
Common Stock (i) complying with the requirements of Section 422 of the Code or any successor provision and any regulations thereunder (“Incentive Stock Options”) and (ii) not intended to comply with such requirements (“Nonstatutory
Stock Options”). The Committee shall determine the number of shares subject to each Option and the exercise price therefor, which shall not be less than 100% of the Fair Market Value of the Common Stock on the date of grant, provided that a
Nonstatutory Stock Option granted to a new employee or consultant in connection with the hiring of such person may have a lower exercise price so long as it is not less than 100% of Fair Market Value on the date the person accepts the Company’s
offer of employment or the date employment commences, whichever is lower. No Options may be granted hereunder more than ten years after the effective date of the Plan. 
  
 (b) Terms and Conditions. Each Option shall be exercisable at such times and subject to such terms and
conditions as the Committee may specify in the applicable grant or thereafter. The Committee may impose such conditions with respect to the exercise of Options, including conditions relating to applicable federal or state securities laws, as it
considers necessary or advisable. 
  
 (c) Payment.
No shares shall be delivered pursuant to any exercise of an Option until payment in full of the exercise price therefor is received by the Company. Such payment may be made in whole or in part in cash or, to the extent permitted by the Committee at
or after the grant of the Option, by delivery of shares of Common Stock owned by the optionee valued at their Fair Market Value on the date of delivery, or such other lawful consideration, including a payment commitment of a financial or brokerage
institution, as the Committee may determine. 







 6. Stock Appreciation Rights. 
  
 (a) Grant of SARs. Subject to the provisions of the Plan, the Committee may grant rights to receive any excess
in value of shares of Common Stock over the exercise price (“Stock Appreciation Rights” or “SARs”). The Committee shall determine at the time of grant or thereafter whether SARs are settled in cash, Common Stock or other
securities of the Company, Awards or other property, and may define the manner of determining the excess in value of the shares of Common Stock. 
  
 (b) Exercise Price. The Committee shall fix the exercise price of each SAR or specify the manner in which the price shall be determined. An
SAR may not have an exercise price less than 100% of the Fair Market Value of the Common Stock on the date of the grant, provided that such an SAR granted to a new employee or consultant in connection with the hiring of such person may have a lower
exercise price so long as it is not less than 100% of Fair Market Value on the date the person accepts the Company’s offer of employment or the date employment commences, whichever is lower. 
  
 7. Stock Awards. 
  
 (a) Grant of Restricted or Unrestricted Stock Awards. The Committee may grant shares of Common Stock subject
to forfeiture (“Restricted Stock”) and determine the duration of the period (the “Restricted Period”) during which, and the conditions under which, the shares may be forfeited to the Company and the other terms and conditions of
such Awards. Shares of Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered, except as permitted by the Committee, during the Restricted Period. Shares of Restricted Stock shall be evidenced in such manner as the
Committee may determine. Any certificates issued in respect of shares of Restricted Stock shall be registered in the name of the Participant and unless otherwise determined by the Committee, deposited by the Participant, together with a stock power
endorsed in blank, with the Company. At the expiration of the Restricted Period, the Company shall deliver such certificates to the Participant or if the Participant has died, to the Participant’s Designated Beneficiary. The Committee also may
make Awards of shares of Common Stock that are not subject to restrictions or forfeiture, on such terms and conditions as the Committee may determine from time to time. 
  
 (b) Performance Goals. The Committee may establish performance goals for the granting of Restricted Stock or
unrestricted stock Awards or the lapse of risk of forfeiture of Restricted Stock. Such performance goals may be based on earnings per share, revenues, sales or expense targets of the Company or any subsidiary, division or product line thereof, stock
price, or such other business criteria as the Committee may determine. Shares of Restricted Stock or unrestricted stock may be issued for no cash consideration, such minimum consideration as may be required by applicable law or such other
consideration as the Committee may determine. 
  
 8. General Provisions
Applicable to Awards. 
  
 (a)
Documentation. Each Award under the Plan shall be evidenced by a writing delivered to the Participant or agreement executed by the Participant specifying the terms and 







 conditions thereof and containing such other terms and conditions not inconsistent with the provisions of the Plan as the
Committee considers necessary or advisable to achieve the purposes of the Plan or to comply with applicable tax and regulatory laws and accounting principles. 
  

(b) Committee Discretion. Each type of Award may be made alone, in addition to or in relation to any other Award. The terms of
each type of Award need not be identical, and the Committee need not treat Participants uniformly. Except as otherwise provided by the Plan or a particular Award, any determination with respect to an Award may be made by the Committee at the time of
grant or at any time thereafter. 
  
 (c) Dividends and Cash
Awards. In the discretion of the Committee, any Award under the Plan may provide the Participant with (i) dividends or dividend equivalents payable (in cash or in the form of Awards under the Plan) currently or deferred with or
without interest and (ii) cash payments in lieu of or in addition to an Award. 
  
 (d) Termination of Service. The Committee shall determine the effect on an Award of the disability, death, retirement or other termination of service of a Participant and the extent to which, and
the period during which, the Participant’s legal representative, guardian or Designated Beneficiary may receive payment of an Award or exercise rights thereunder. 
  
 (e) Change in Control. In order to preserve a Participant’s rights under an Award in the event of
a change in control of the Company (as defined by the Committee), the Committee in its discretion may, at the time an Award is made or at any time thereafter, take one or more of the following actions: (i) provide for the acceleration of any time
period relating to the exercise or payment of the Award, (ii) provide for payment to the Participant of cash or other property with a Fair Market Value equal to the amount that would have been received upon the exercise or payment of the Award had
the Award been exercised or paid upon the change in control, (iii) adjust the terms of the Award in a manner determined by the Committee to reflect the change in control, (iv) cause the Award to be assumed, or new rights substituted therefor, by
another entity, or (v) make such other provision as the Committee may consider equitable to Participants and in the best interests of the Company. 
  
 (f) Transferability. In the discretion of the Committee, any Award may be made transferable upon such terms and conditions and to such
extent as the Committee determines, provided that Incentive Stock Options may be transferable only to the extent permitted by the Code. The Committee may in its discretion waive any restriction on transferability. 
  
 (g) Withholding Taxes. The Participant shall pay to the
Company, or make provision satisfactory to the Committee for payment of, any taxes required by law to be withheld in respect of Awards under the Plan no later than the date of the event creating the tax liability. The Company and its Affiliates may,
to the extent permitted by law, deduct any such tax obligations from any payment of any kind due to the Participant hereunder or otherwise. In the Committee’s discretion, the minimum tax obligations required by law to be withheld in respect of
Awards may be paid in whole or in part in shares of Common Stock, including shares retained from the Award creating the tax obligation, valued at their Fair Market Value on the date of retention or delivery. 







 (h) Foreign Nationals. Awards may be made to Participants who are foreign nationals
or employed outside the United States on such terms and conditions different from those specified in the Plan as the Committee considers necessary or advisable to achieve the purposes of the Plan or to comply with applicable laws. 
  
 (i) Amendment of Award. The Committee may amend, modify
or terminate any outstanding Award, including substituting therefor another Award of the same or a different type, changing the date of exercise or realization and converting an Incentive Stock Option to a Nonstatutory Stock Option, provided that
the Participant’s consent to such action shall be required (a) if such action would terminate, or reduce the number of shares issuable under, an Option, unless any time period relating to the exercise of such Option or the eliminated portion,
as the case may be, is accelerated before such termination or reduction, in which case the Committee may provide for the Participant to receive cash or other property equal to the net value that would be received upon exercise of the terminated
Option or the eliminated portion, as the case may be, and (b) in any other case, unless the Committee determines that the action, taking into account any related action, would not materially and adversely affect the Participant. The Committee shall
not, without further approval of the stockholders of the Company, authorize the amendment of any outstanding Option to reduce the exercise price. Furthermore, no Option shall be canceled and replaced with Options having a lower exercise price
without approval of the stockholders of the Company. 
  
 9. Certain
Definitions. 
  
 “Affiliate” means any business
entity in which the Company owns directly or indirectly 50% or more of the total voting power or has a significant financial interest as determined by the Committee. 
  
 “Award” means any Option, Stock Appreciation Right or Restricted Stock granted under the Plan. 
  
 “Board” means the Board of Directors of the Company. 
  
 “Code” means the Internal Revenue Code of 1986, as amended from
time to time, or any successor law. 
  
 “Committee”
means one or more committees each comprised of not less than two members of the Board appointed by the Board to administer the Plan or a specified portion thereof. Unless otherwise determined by the Board, if a Committee is authorized to grant
Awards to a Reporting Person or a Covered Employee, each member shall be a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act or an “outside director” within the meaning of Section 162(m) of the Code,
respectively. 
  
 “Common Stock” or “Stock”
means the Common Stock, $.01 par value, of the Company. 
  
 “Company” means Parametric Technology Corporation, a Massachusetts corporation. 
  
 “Covered Employee” means a “covered employee” within the meaning of Section 162(m) of the Code. 







 “Designated Beneficiary” means the beneficiary designated by a Participant, in a manner
determined by the Committee, to receive amounts due or exercise rights of the Participant in the event of the Participant’s death. In the absence of an effective designation by a Participant, “Designated Beneficiary” means the
Participant’s estate. 
  
 “Exchange Act” means the
Securities Exchange Act of 1934, as amended from time to time, or any successor law. 
  
 “Fair Market Value” means, with respect to Common Stock or any other property, the fair market value of such property as determined by the Committee in good faith or in the manner established by the
Committee from time to time. 
  
 “Participant” means a
person selected by the Committee to receive an Award under the Plan. 
  
 “Reporting Person” means a person subject to Section 16 of the Exchange Act. 
  
 10. Miscellaneous. 
  
 (a) No Right To Employment. No person shall have any claim or right to be granted an Award. Each employee of the Company or any of its Affiliates is an employee-at-will (that is to say that either the Participant or the
Company or any Affiliate may terminate the employment relationship at any time for any reason or no reason at all) unless and only to the extent provided in a written employment agreement for a specified term executed by the chief executive officer
of the Company or his duly authorized designee or the authorized signatory of any Affiliate. Neither the adoption, maintenance, nor operation of the Plan nor any Award hereunder shall confer upon any employee or consultant of the Company or of any
Affiliate any right with respect to the continuance of his/her employment by or other service with the Company or any such Affiliate nor shall they interfere with the rights of the Company (or Affiliate) to terminate any employee at any time or
otherwise change the terms of employment, including, without limitation, the right to promote, demote or otherwise re-assign any employee from one position to another within the Company or any Affiliate. 
  
 (b) No Rights As Stockholder. Subject to the provisions
of the applicable Award, no Participant or Designated Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to be issued under the Plan until he or she becomes the holder thereof. A Participant to whom Common
Stock is awarded shall be considered the holder of the Stock at the time of the Award except as otherwise provided in the applicable Award. 
  
 (c) Effective Date. The Plan shall be effective on the date it is approved by the stockholders. 
  
 (d) Amendment of Plan. The Board may amend, suspend or
terminate the Plan or any portion thereof at any time, subject to such stockholder approval as the Board determines to be necessary or advisable to comply with any tax or regulatory requirement. 
  
 (e) Governing Law. The provisions of the Plan shall be
governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts. 
  
 As amended through July 29, 2004