Incentive Stock Option Agreement



 Exhibit 10.8 
 INCENTIVE STOCK OPTION AGREEMENT 
 UNDER THE THIRD AMENDED AND RESTATED ANSYS, INC. 
 1996 STOCK OPTION AND GRANT PLAN 
 Name of Optionee:_____________________________ 
 No. of Option Shares:___________________________ 
 Option Exercise Price per Share: $_____________________________________ [FMV on Grant Date (110% of FMV if a 10% owner)] 
 Grant Date:____________________ 
 Expiration Date:____________________________ [up to 10 years (5 if a 10% owner)] 
 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. 
 1. Exercisability
Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Committee (as described in Section 2 of the Plan) to accelerate the
exercisability schedule hereunder, this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated: 
  

					
	 Incremental Number of
 Option Shares Exercisable*
	 	  	  	 Exercisability Date

			
	_____________	 	 (___%)
	  	_____________
			
	_____________	 	 (___%)
	  	_____________
			
	_____________	 	 (___%)
	  	_____________
			
	_____________	 	 (___%)
	  	_____________

  

	*	Max. of $100,000 per yr. 

 Notwithstanding anything herein
to the contrary, in the event that this Stock Option is assumed in the sole discretion of the parties to a Transaction (as defined in Section 3 of the Plan) or is continued by the Company and thereafter remains in effect following such
Transaction, 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
18 months of such Transaction and (ii) such termination is by the Company without Cause or by the Optionee if such termination by the 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. 










 
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 Transaction on substantially the same or better terms (including, without limitation, duties and compensation) than those in effect immediately prior to such Transaction, 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. 
 Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan. 
 2. Manner of Exercise. 
 (a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may elect to purchase some or all of the Option Shares with respect to
which this Stock Option has vested via the Company’s dedicated on-line broker, or for Optionees subject to Section 16 of the Act (as described in Section 1 of the Plan), the broker of his or her choice. 
 (i) Payment of the purchase price for the Option Shares, as well as payment for any applicable taxes withheld by the Company, is
coordinated through the Company’s dedicated on-line broker, or for Optionees subject to Section 16 of the Act, the broker of his or her choice, and then wired directly to the Company upon settlement. 
 (ii) The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon the
Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to
the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. 
 (b) The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent 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 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 or the transfer agent shall have transferred the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting,
dividend and other ownership rights with respect to such shares of Stock. 
 (c) The minimum number of shares with respect to
which this Stock Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to 

  

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which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time. 
 (d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration
Date hereof. 
 3. Termination of Employment. Except as provided in Section 1 hereof, if the Optionee’s employment by the
Company or its subsidiaries is terminated for any reason or under any circumstances, this Stock Option shall no longer vest or become exercisable with respect to any Option Shares not vested and the period within which to exercise the Stock Option
may be subject to earlier termination as set forth below. 
 (a) Termination Due to Death. If the Optionee’s
employment terminates by reason of the Optionee’s death, any portion of this Stock Option exercisable on such date may thereafter be exercised by the Optionee’s legal representative or legatee for a period of 12 months from the date of
death or until the Expiration Date, if earlier. 
 (b) Termination Due to Disability. If the Optionee’s employment
terminates by reason of the Optionee’s disability (as defined in Section 422(c)(6) of the Code), any portion of this Stock Option exercisable on such date may be exercised by the Optionee for a period of 12 months from the date of
termination or until the Expiration Date, if earlier. The death of the Optionee during the 12 month period provided in this Section 3(b) shall extend such period for another 12 months from the date of death or until the Expiration Date, if
earlier. 
 (c) Termination for Cause. If the Optionee’s employment terminates for Cause, any portion of this
Stock Option outstanding on such date shall terminate immediately and be of no further force and effect. For purposes hereof, “Cause” shall mean a determination by the Company that the Optionee shall be dismissed as a result of
(i) any material breach by the Optionee of any agreement between the Optionee and the Company; (ii) the conviction of, indictment for or plea of nolo contendere by the Optionee to a felony or a crime involving moral turpitude; or
(iii) any material misconduct or willful and deliberate non-performance (other than by reason of disability) by the Optionee of the Optionee’s duties to the Company. 
 (d) Other Termination. If the Optionee’s employment terminates for any reason other than the Optionee’s death, the
Optionee’s disability or Cause, and unless otherwise determined by the Committee, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period of three months
from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect. 
 The Committee’s determination of the reason for termination of the Optionee’s employment shall be conclusive and binding on the Optionee and
his or her representatives or legatees. 
  

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 4. Effect of Certain Transactions. 
 (a) In the case of a Transaction (as defined in Section 3 of the Plan), this Stock Option shall terminate on the effective date of
such Transaction, unless provision is made in such transaction in the sole discretion of the parties thereto for the assumption or continuation 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 the Plan. 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 15 days prior to the effective date and the Optionee shall be permitted to exercise during such 15-day period all options held by the Optionee that are then
exercisable. After such effective date, the Optionee may not exercise this Stock Option unless it is assumed or substituted by the successor entity (or parent or subsidiary thereof) as provided above. 
 (b) Notwithstanding anything to the contrary in this Section 4 and in accordance with the Plan, in the event of a Transaction
pursuant to which holders of the Stock of the Company will receive upon consummation thereof a cash payment for each share surrendered in the Transaction, the Company shall have the right, but not the obligation, to make or provide for a cash
payment to the grantees holding Options, in exchange for the cancellation thereof, in an amount equal to the difference between (i) the value as determined by the Committee of the consideration payable per share of Stock pursuant to the
Transaction (the “Sale Price”) times the number of shares of Stock subject to outstanding Options (to the extent then exercisable at prices not in excess of the Sale Price) and (ii) the aggregate exercise price of all such
outstanding Options. 
 5. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Stock Option 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 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different
meaning is specified herein. 
 6. Transferability. This Agreement is personal to the Optionee, is non-assignable and is not
transferable by Optionee in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime, only by the Optionee, and thereafter, only
by the Optionee’s legal representative, beneficiary or legatee. The Optionee 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. 
 7. Status of the Stock Option. This Stock Option is intended to qualify as
an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), but the Company does not represent or warrant that this Stock Option qualifies as such. The Optionee should
consult with his or her own tax advisors regarding the tax effects of this Stock Option and the requirements necessary to obtain favorable income tax treatment under Section 422 of the Code, including, but not limited to, holding period
requirements. To the extent any portion of this Stock Option does not so qualify as an “incentive stock option,” such 

  

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portion shall be deemed to be a non-qualified stock option. If the Optionee intends to dispose or does dispose (whether by sale, gift, transfer or otherwise)
of any Option Shares within the one-year period beginning on the date after the transfer of such shares to him or her, or within the two-year period beginning on the day after the grant of this Stock Option, he or she will so notify the Company
within 30 days after such disposition. 
 8. Tax Withholding. The Optionee shall, not later than the date as of 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, in accordance with Section 2 hereof. 
 9. No Obligation to Continue Employment. Neither the Company nor any
Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Optionee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the
employment of the Optionee at any time. 
 10. Non-Competition, Non-Solicitation. As additional consideration for the issuance of this
Stock Option to the Optionee, the Optionee hereby agrees that, if 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, 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 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 Optionee’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 Optionee 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; 
 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 Agreement or the Plan, and (ii) all gain resulting from the exercise of all or any portion of this Stock Option shall become immediately due and payable by Optionee to the Company. Optionee acknowledges and
agrees that the activities set forth in this Section 10(a)-(c) are 

  

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adverse to the Company’s interests, and that it would be inequitable for Optionee to benefit from the exercise of this Stock Option should Optionee
engage in any such activities during or within one year after termination of his or her employment with 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. 
 11. 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 Optionee 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. 
 12. Amendment. Pursuant to Section 13 of the Plan, the Committee may at any time amend or cancel any outstanding portion of this Stock Option, but no such action may be taken that adversely affects the
Optionee’s rights under this Agreement without the Optionee’s consent. 
 13. Severability. If any provision(s) of this
Agreement shall be determined to be illegal or unenforceable, such determination shall in no manner affect the legality or enforceability of any other provision hereof. 
 14. Counterparts. For the convenience of the parties and to 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. 
  

			
	ANSYS, Inc.
		
	By:	 	  
		 	Title:


  

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

  

					
	Dated:                                     
           	 		 	   
		 		 	Optionee’s Signature
			
		 		 	Optionee’s name and address:
			
	 	 		 	   
			
	 	 		 	   
			
	 	 		 	   


	

  

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