a101executiveagreement






                                                                                                                        EXECUTIVE AGREEMENT        This Executive Agreement (“Agreement”) dated as of [Date] is by and between PTC Inc., a Massachusetts  corporation (the “Company”), and [Executive] (the “Executive”).        WHEREAS, the Executive is the Executive Vice President, [Title]; and        WHEREAS, the Company wishes to make the following arrangements with the Executive concerning certain  payments  and  benefits  to  be  provided  to  the  Executive  if  the  Executive’s  employment  with  the  Company  is  terminated without Cause or if certain other events specified herein occur;              NOW, THEREFORE, the Company and the Executive hereby agree as follows:   1.    Definitions.         For the purposes of this Agreement:         (a)    “Board” means the Company’s board of directors.         (b)    “Code” means the U.S. Internal Revenue Code of 1986, as amended.         (c)    “Cause” means                (i)    the  Executive’s  willful  and  continued  failure  to  substantially perform  the  Executive’s  duties  to  the  Company  (other  than  any  such  failure  resulting  from  the  Employee’s  incapacity  due  to  physical  or  mental  illness),  provided  that  the  Company  has  delivered  a  written  demand  for  performance  to  the  Executive  specifically  identifying  the  manner  in  which  the  Company  believes  that  the  Executive  has  not  substantially  performed  the  Executive’s duties  and  the Executive does  not  cure  such failure  within  thirty  (30) days  after  such  demand;                (ii)   willful conduct by the Executive which is demonstrably and materially injurious to the  Company;                 (iii)  the Executive’s conviction of, or pleading of guilty or nolo contendere to, a felony;                (iv)   the Executive’s entry in the Executive’s personal capacity into a consent decree relating  to the business of the Company with any government body; or                (v)    the  Executive’s  willful  violation  of  any  material  provision  of the  Executive’s  Non- Disclosure, Non-Competition and Invention Agreement with the Company; provided that, if such violation can be  cured, the Executive has not, within thirty (30) days after written demand by the Company, cured such violation.           For purposes of this definition, no act or failure to act on the Executive’s part shall be deemed “willful”  unless  done  or  omitted  to  be  done  by  the  Executive  not  in  good faith  and  without  reasonable  belief  that  the  Executive’s action or omission was in the best interests of the Company.         (d)    “Change in Control” means the occurrence of any of the following events:                 (i)    any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange  Act  of 1934,  as  amended  (the  “Exchange Act”)  (other  than  the  Company,  any  trustee  or other  fiduciary holding  securities under an employee benefit plan of the Company, or any corporation owned directly or indirectly by the  stockholders of the Company in substantially the same proportion as their ownership of stock in the Company) is or  becomes  the  “beneficial  owner”  (as  defined  in  Rule  13d-3  under the  Exchange  Act),  directly  or  indirectly,  of  securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s  then outstanding securities (other than as a result of acquisitions of such securities from the Company);      





 






                                                                                                      (ii)   individuals  who,  as  of  the  date  hereof,  constitute  the  Board  (the  “Incumbent  Board”)  cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director  subsequent  to  the  date  hereof  whose  election,  or  nomination  for  election  by  the  Company’s  stockholders,  was  approved  by  a  vote  of  at  least  a  majority  of  the  directors  then  comprising  the  Incumbent  Board  (other  than  an  election  or  nomination  of  an  individual  whose  initial  assumption  of  office  is  in  connection  with  an  actual  or  threatened election contest relating to the election of the directors of the Company) shall be, for purposes of this  Agreement, considered to be a member of the Incumbent Board;                 (iii)  the consummation of a merger, share exchange or consolidation of the Company or any  subsidiary  of  the  Company  with  any  other  entity  (each  a  “Business  Combination”),  other  than  (A) a  Business  Combination  that  would  result  in  the  voting  securities  of  the  Company  outstanding  immediately  prior  thereto  continuing  to  represent  (either  by  remaining  outstanding  or  by being  converted  into  voting  securities  of  another  entity) beneficial ownership, directly or indirectly, of a majority of the combined voting power of the Company or  the surviving entity (including any person that, as a result of such transaction, owns all or substantially all of the  Company’s assets either directly or through one or more subsidiaries) outstanding immediately after such Business  Combination  or  (B) a  merger,  share  exchange  or  consolidation  effected  to  implement  a  recapitalization  of  the  Company (or similar transaction) in which no “person” (as defined above) is or becomes the beneficial owner of  fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities; or                 (iv)   the  stockholders  of  the  Company  approve  (A)  a  plan  of  complete liquidation  of  the  Company;  or  (B)  an  agreement  for  the  sale  or  disposition  by  the  Company  of  all  or  substantially  all  of  the  Company’s assets but excluding a sale or spin-off of a product line, business unit or line of business of the Company  if the remaining business is significant as determined by the Company’s board of directors in its sole discretion.         (e)    “Change  in  Control  Termination”  means  any  of  the  following  terminations  of  the  Executive’s  employment:                (i)    termination of the Executive’s employment by the Company during the period from the  date  of  a  Change  in  Control  through  the  second  anniversary  thereof, other than for Cause or as a result of the  Executive’s Disability;                 (ii)   resignation  by  the  Executive  for  Good  Reason  during  the  period from  the  date  of  a  Change in Control through the second anniversary thereof; or                (iii)  termination of the Executive’s employment by the Company within one hundred eighty  (180) days prior to a Change in Control, other than for Cause or as a result of the Executive’s Disability, if it is  reasonably demonstrated by the Executive that such termination of employment (A) was at the request of a third  party that has taken steps reasonably calculated to effect the Change in Control or (B) was otherwise related to or in  anticipation of the Change in Control.  A Change in Control Termination under this Section 1(e)(iii) shall be deemed  to have occurred when the Change in Control occurs.         (f)    “Disability” means such physical or mental incapacity as to make the Executive unable to perform  the essential functions of the Executive’s employment duties for a period of at least sixty (60) consecutive days with  or without reasonable accommodation.  If any question shall arise as to whether during any period the Executive is  so disabled as to be unable to perform the essential functions of the Executive’s employment duties with or without  reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a  certification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive’s  guardian  has  no  reasonable  objection  as  to  whether  the  Executive  is  so  disabled  or  how  long  such  disability  is  expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue.  The  Executive shall cooperate with any reasonable request of the physician in connection with such certification.  If such  question shall arise and the Executive shall fail to submit such certification, the Company’s determination of such  issue shall be binding on the Executive.          (g)   “Equity Award” means any stock option, stock appreciation right, restricted stock unit, restricted  stock or other equity award issued under any Stock Plan, but excludes any Target Annual Incentive Bonus that may  be payable in the form of equity.                                              2   





 






                                                                                               (h)    “Good Reason” means the occurrence, without the Executive’s consent and without Cause, of any  of the following events after or in connection with a Change in Control (provided that the Executive shall have given  the Company written notice describing such event within ninety (90) days of its initial existence and the matter shall  not have been fully remedied by the Company within thirty (30) days after receipt of such notice):                 (i)    any reduction of the Executive’s annual base salary or target bonus as in effect at the date  of the Change in Control; provided that any such reduction (not exceeding fifteen percent (15%) of either (A) such  base salary or (B) the sum of such base salary and such target bonus) that is consistent with similar actions taken  with  respect  to  the  base  salaries  and/or  target  bonuses  of  the other  senior  executives  of  the  Company  shall  not  constitute Good Reason;                (ii)   any material reduction in the aggregate benefits for which the Executive is eligible under  the Company’s benefit plans, including medical, dental, vision, basic life insurance, retirement, paid time off, long- term disability and short-term disability plans; provided that any such reduction or other action that is consistent  with  similar  actions  taken  with  respect  to  comparable  benefits of  the  Company  employees  generally  shall  not  constitute Good Reason;                  (iii)  a material diminution in the substantive responsibilities or the scope of the Executive’s  position, taking into consideration, without limitation, the dollar amount of the budget and the number of employees  for which the Executive has responsibility (and a reduction of more than ten percent (10%) in such dollar amount or  such  number  from  that  which  was  applicable  at  the  date  of  the  Change  in  Control  shall  be  deemed  a  “material  diminution”  unless  it  is  comparable  to  similar  reductions  then applicable  to  the  Company’s  executive  officers  generally);                 (iv)   any breach by the Company of its material obligations under this Agreement;                (v)    any failure by the Company to obtain the assumption of this Agreement by any successor  or assign of the Company; or                (vi)   any requirement that the Executive relocate to a primary work site that would increase the  Executive’s one-way commute distance by more than fifty (50) miles from the Executive’s then principal residence.          (i)   “Stock Plan” means any stock option or equity compensation plan of the Company in effect at any  time, including without limitation the 2000 Equity Incentive Plan.          (j)   “Target Annual Incentive Bonus” means an Annual Incentive Bonus (stated as a cash amount even  if  it  may  be  payable  in  the  form  of  equity)  payable  under  a  Corporate  Incentive  Plan  of  the  Company  for  achievement  of  performance  measure(s)  at  the  Target  Level.   “Corporate  Incentive  Plan”  means  any  incentive  program   of  the  Company  in  effect  at  the  respective  time  to  the  extent  it  provides  for  compensation  upon  achievement of one or more performance measures with a performance period of one year or less and service-based  vesting with a vesting term of less than fifteen (15) months (“Annual Incentive Bonus”).  “Target Level” means the  level at which 100% of a Target Annual Incentive Bonus becomes payable.  Any upside bonus or other amounts that  may be earned for achievement of performance measures beyond the Target Level under the Corporate Incentive  Plan and any discretionary or other bonus are not considered part of the Target Annual Incentive Bonus. “Bonus  Equity” means any Equity Award granted to the Executive under the Corporate Incentive Plan that may be earned  upon achievement of one or more performance measures.    2.     Termination of Employment without Cause.           If  the  Company  terminates  the  Executive’s  employment  without  Cause,  other  than  a  termination  constituting a Change in Control Termination or a termination due to the Executive’s Disability, the Executive shall  be entitled to the following:                                               3   





 






                                                                                               (a)    a lump sum payment in an amount equal to one times the highest annual base salary in effect with  respect to the Executive during the six-month period immediately preceding the termination date, payable within  forty-five (45) days after the termination date;          (b)    a lump sum payment in an amount equal to one times the Target Annual Incentive Bonus, if any,  for which the Executive is eligible for the fiscal year in which the termination date occurs, payable within forty-five  (45) days after the termination date; and         (c)    continued participation in the Company’s medical, dental, vision and basic life insurance benefit  plans (the “Benefit Plans”), subject to the terms and conditions of the respective plans and applicable law, for a  period of one year following the termination date; provided that, to the extent that any of the Benefit Plans does not  permit such continuation of the Executive’s participation following the Executive’s termination or any such plan is  terminated,  the  Company  shall  pay  the  Executive  an  amount  which  is  sufficient  for  the Executive  to  purchase  equivalent benefits, such amount to be paid quarterly in advance; provided further, however, that to the extent the  Executive  becomes  eligible  to  receive  medical,  dental,  vision  and/or  basic  life  insurance  benefits  under  a  plan  provided by another employer, the Executive’s entitlement to participate in the corresponding Benefit Plans or to  receive such corresponding alternate payments shall cease as of the date the Executive is eligible to participate in  such other plan, and the Executive shall promptly notify the Company of the Executive’s eligibility under such plan.   3.    Change in Control.           (a)    Equity  Awards.   Effective  upon  a  Change  in  Control  that  occurs during  the  Executive’s  employment, and except as provided in any Equity Award documentation that explicitly or implicitly excludes such  Equity Award from the effects of this Section 3, the following shall occur:                (i)    any  performance  measure(s)  applicable  to  any  outstanding  Equity  Award  held  by  the  Executive shall be deemed to have been met at the Target Level (which deemed performance will not affect any  service-based vesting schedule for such Equity Award); and                (ii)   each  outstanding  Equity  Award  held  by  the  Executive  shall be  deemed  amended  automatically  to  provide  that,  notwithstanding  any  provision  of  any  Stock  Plan,  such  Equity  Award  may  not  be  terminated or forfeited without the Executive’s written consent (provided that this shall not prevent termination of  (A) any unvested portion thereof that is terminated or forfeited upon termination of the Executive’s employment as  provided in the respective Stock Plan or in any agreement or certificate executed in connection with such Equity  Award,  (B) a  stock  option  the  termination  of  which  is  covered  by  Section  8(i)  of  the  Company’s  2000  Equity  Incentive Plan, or (C) an Equity Award upon payment of a cash payment with a Fair Market Value (as defined in the  applicable  Stock  Plan)  equal  to  the  amount  that  would  have  been  received  upon  the  exercise  or  payment  of  the  Equity Award had the Equity Award been exercised or paid upon the Change in Control).          The  foregoing  notwithstanding,  this  Section  3(a)  shall  not  apply  to  any  Bonus  Equity  held  by  the  Executive, which shall be treated as provided in Section 3(b)(ii).          (b)    Annual  Incentive  Bonus.   Effective  upon  (x) a  Change  in  Control  that  occurs  during  the  Executive’s employment or (y) a Change in Control Termination under Section 1(e)(iii):                (i)    the  Executive  shall  be  entitled  to  payment  of  a  pro-rata  portion  of  the  Target  Annual  Incentive Bonus, if any, for which the Executive is eligible for the fiscal year in which the Change in Control occurs,  based on the percentage of the performance period completed through the date of the Change in Control, for the  purposes of which any performance measure(s) applicable to such Target Annual Incentive Bonus shall be deemed  to have been met at the Target Level, which payment shall be made in one lump sum within forty-five (45) days of  the date of the Change in Control; provided, however, that this Section 3(b)(i) shall not apply if the Executive holds  Bonus Equity for the applicable fiscal year performance period and Section 3(b)(ii) shall apply instead; or                (ii)   a  pro-rata  portion  of  any  Bonus  Equity  held  by  the  Executive,  having  performance  measures applicable to the fiscal year, or any portion thereof, in which the Change in Control occurs, that could be  earned at the Target Level, based on the percentage of the applicable fiscal year or applicable portion completed  through  the  date  of  the  Change  in  Control,  shall  thereupon  be  vested  and  subject  to  no  further  restrictions,                                              4   





 






                                                                                         exercisable  or  distributable,  as  the  case  may  be,  and  the  portion  not  so  vested  shall  thereupon  automatically  be  cancelled and forfeited to the Company.         (c)    Change in Control Termination Benefits.                  (i)    Equity  Awards.   Effective  upon  a  Change  in  Control  Termination,  the  following  shall  occur:                       (A)   all  outstanding  Equity  Awards  held  by  the  Executive  (other  than any Bonus  Equity) shall immediately become vested and exercisable or distributable in full; and                       (B)   all  restrictions  applicable  to  restricted  stock  issued  under  any  Stock  Plan  and  held by the Executive (other than any Bonus Equity) shall immediately lapse.                (ii)   Make-Up  Payment.   Effective  upon  a  Change  in  Control  Termination  under  Section 1(e)(iii), the Company shall pay the Executive in a lump sum the amount equal to the sum of:                       (x)    the excess, if any, of (A) the product of (1) the number of additional shares of               the Company’s Common Stock that were subject to Equity Awards that  would  have  become               vested and exercisable and/or as to which the restrictions would have lapsed, in each case solely as               a  result  of  Section  3(c)(i),  and  for  which  the  Executive  would have  been  entitled  to  receive               consideration in the Change in Control (on the same basis as other holders of Common Stock), had               the Executive remained employed on the date of the Change in Control and was deemed to have               exercised all the stock options that would then have become exercisable under Section 3(c)(i)(A)               times  (2)  the  amount  per  share  of  the  Company’s  Common  Stock  (if  any)  received  by  the               Company’s  stockholders  generally pursuant  to  the  Change  in  Control (the  “Shareholder Price”)               over (B) the aggregate exercise price of all such additional stock options that the Executive would               then have become able to exercise upon the Change in Control as a result of Section 3(c)(i)(A)               (whereupon all such Equity Awards shall terminate and shall no longer be exercisable); and                       (y)    the  excess,  if  any,  of  (A)  the  product  of  (1)  the  number  of  shares  of  the               Company’s  Common  Stock  that  the  Executive  (a)  held  on  the  date of  termination  of  the               Executive’s employment or acquired upon exercise of stock options held on such date and (b) sold               before  the  consummation  of  the  Change  in  Control  (the  “Pre-Sold Shares”) times (2) the               Shareholder Price over (B) the aggregate amount received by the Executive in the sale(s) of the               Pre-Sold Shares.     The Company shall pay this lump sum payment within forty-five (45) days following the Executive’s termination  date.                (iii)  Salary,  Annual  Incentive  Bonus  and  Benefits.   Effective  upon  a Change  in  Control  Termination, the Executive shall be entitled to the following:                       (A)   a  lump  sum  payment  in  an  amount  equal  to  one  times  the  Executive’s  base  salary plus the Executive’s Target Annual Incentive Bonus, such base salary to be the highest annual base salary in  effect with respect to the Executive during the six-month period immediately preceding the Executive’s termination  and such Target Annual Incentive Bonus to be the highest Target Annual Incentive Bonus in effect with respect to  the Executive for (1) the fiscal year in which the Change in Control occurs, (2) the fiscal year following the year in  which  the  Change  in  Control  occurs,  or  (3) the  fiscal  year  in  which  the  Change  in  Control  Termination  occurs,  whichever is highest, payable within forty-five (45) days after the termination date; and                       (B)   continued participation in the Benefit Plans, subject to the terms and conditions  of the respective plans and applicable law, for a period of one year following the termination date; provided that, to  the extent that any of the Benefit Plans does not permit such continuation of the Executive’s participation following  the Executive’s termination or any such plan is terminated, the Company shall pay the Executive an amount which is                                              5   





 






                                                                                         sufficient for the Executive to purchase equivalent benefits, such amount to be paid quarterly in advance; provided,  further, however, that to the extent the Executive becomes eligible to receive medical, dental, vision and/or basic life  insurance  benefits  under  a  plan  provided  by  another  employer,  the  Executive’s  entitlement  to  participate  in  the  corresponding  Benefit  Plans  or  to  receive  such  corresponding  alternate  payments  shall  cease  as  of  the  date  the  Executive is eligible to participate in such other plan, and the Executive shall promptly notify the Company of the  Executive’s eligibility under such plan.                (iv)   No  Duplication.   Payments  and  benefits  under  this  Section  3(c)  shall  be  in  lieu  and  without  duplication  of  any  amounts  or  benefits  under  Section  2,  and  the  Executive  shall  be  entitled  to  any  such  payments and benefits for no more than one year even if both such sections apply.  If, in the event of a Change in  Control  Termination  under  Section  1(e)(iii),  the  Executive  becomes  entitled  to  payments  under  this  Section 3(c)  after the Executive has begun to receive payments under Section 2, the Executive shall be entitled to a make-up  payment to ensure that the Executive receives the higher amount payable hereunder, with such make-up payment  being made within forty-five (45) days following the Change in Control Termination.         (d)    Deemed Amendment of Equity Awards.  The Company and the Executive hereby agree that the  agreements  evidencing  any  (i) Equity  Awards  to  the  Executive  are  hereby  and  will  be  deemed  amended  to  give  effect to the provisions of Sections 3 and 4 of this Agreement, and (ii) Bonus Equity are hereby and will be deemed  amended to give effect to the provisions of Section 3(b)(ii) of this Agreement.   4.    Death or Disability.           Effective upon a termination of the Executive’s employment due to Executive’s death or by the Company  due  to  the  Executive’s  Disability,  except  as  provided  in  any  Equity  Award  documentation  that  explicitly  or  implicitly excludes such Equity Award from the effects of this section, all performance measures applicable to any  Equity Awards held by the Executive shall be deemed to have been met at the Target Level and all Equity Awards  held by the Executive shall immediately become vested, unrestricted and exercisable or distributable at the Target  Level; provided that this Section 4 shall not apply to any Bonus Equity.   5.    Certain Payments to Specified Employees.           Notwithstanding  anything  to  the  contrary  in  this  Agreement,  if the  Executive  is  a  “specified  employee”  within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s separation from service with the  Company (in connection with a Change in Control Termination or otherwise), no payment or benefit payable or  provided to the Executive pursuant to this Agreement that constitutes an item of deferred compensation under Code  Section 409A and becomes payable by reason of the Executive’s termination of employment with the Company will  be paid or provided to the Executive prior to the earlier of (i) the expiration of the six (6) month period following the  date of the Executive’s “separation from service” (as such term is defined by Code Section 409A and the regulations  promulgated  thereunder),  or  (ii)  the  date  of  the  Executive’s  death,  but  only  to  the  extent  such  delayed  commencement  is  otherwise  required  in  order  to  avoid  a  prohibited  distribution  under  Code  Section  409A(a)(2).   The  payments  and  benefits  to  which  the  Executive  would  otherwise  be  entitled  during  the  first  six  (6)  months  following the Executive’s separation from service shall be accumulated and paid or provided, as applicable, in a  lump sum, on the date that is six (6) months and one day following the Executive’s separation from service (or if  such  date  does  not  fall  on  a  business  day  of  the  Company,  the  next  following  business  day)  and  any  remaining  payments or benefits will be paid in accordance with the normal payment dates specified for them herein.   6.    Taxes.           (a)    Withholding. All payments to be made to the Executive under this Agreement will be subject to  any required withholding of federal, state and local income and employment taxes.  In addition, the Company may  withhold from any payments hereunder any amounts attributable to withholding taxes applicable to the vesting of or  lapse  of  restrictions  on  restricted  stock  or  restricted  stock  units  held  by  the  Executive  or  the  exercise  of  any  nonqualified  stock  options  held  by  the  Executive,  including,  in  its  discretion  withholding  from  any  shares  deliverable  to  the  Executive  such  number  of  shares  as  the  Company  determines  is  necessary  to  satisfy  such  tax  obligations, valued at their fair market value (determined pursuant to the respective Company equity compensation  plan) as of the date of such vesting or lapse of restrictions.                                              6   





 






                                                                                               (b)    Limitations on Payments.                  (i)    If  it  is  determined  that  any  payment,  benefit  or  distribution  provided  for  in  this  Agreement or otherwise (for the purposes of this Section 6(b), each, a “Payment” and collectively, the “Payments”)  from the Company to or for the benefit of the Executive (x) constitutes a “parachute payment” within the meaning of  Section  280G  of  the  Code  and  (y)  but  for  this  subsection  (b),  would  be  subject  to  the  excise  tax  imposed  by  Section 4999 of the Code (the “Excise Tax”), such Payments shall be either:                        (A) delivered in full, or                       (B) delivered to such lesser extent that would result in no portion of the Payments being  subject to the Excise Tax,   whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the  Excise  Tax,  results  in  the  receipt  by  the  Executive  on  an  after-tax  basis,  of  the  greatest  amount  of  Payments,  notwithstanding that all or some portion of the Payments may be taxable under Section 4999 of the Code. Unless the  Company and Executive otherwise agree in writing, any determination required under this Section 6(b)(i) shall be  made in writing in good faith by an independent accounting firm selected by the Company, whose determinations  shall  be  binding  upon  the  Company  and  the  Executive  (the  “Accountants”),  in  good  faith  consultation  with  the  Executive.                 (ii)   In  the  event  a  reduction  in  the  Payments  is  required  hereunder,  the  Company  shall  promptly give  the  Executive  notice  to  that  effect  and  the  Executive  may  then determine,  in  the Executive’s  sole  discretion, which and how much of the Payments shall be eliminated or reduced (as long as, after such election,  none of the Payments are subject to the Excise Tax), and shall advise the Company in writing of the Executive’s  election within ten (10) days of the Executive’s receipt of the Company’s notice.  If no such election is made by the  Executive  within  such  period,  the  Company  may  determine  which  and  how  much  of  the  Payments  shall  be  eliminated or reduced (as long as, after such determination, none of the Payments are subject to the Excise Tax) and  shall notify the Executive promptly of such determination.                (iii)  For purposes of making the determinations and calculations required by this Section 6(b),  the Accountants:                         (A) shall take into account the value of any reasonable compensation for services to be  rendered by the Executive before or after the Change in Control within the meaning of Section 280G(b)(2) of the  Code  and  the  regulations  thereunder,  including  without  limitation,  the  Executive’s  agreeing  to  refrain  from  performing services pursuant to a covenant not to compete or similar covenant, whether set forth in this Agreement  or otherwise (a “Noncompete Covenant”), and the Company shall cooperate in good faith in connection with any  such  valuations  and  reasonable  compensation  positions.  Without limiting  the  generality  of  the  foregoing,  for  purposes  of  this  provision,  the  Company  agrees  to  allocate  as  consideration  for  any  Noncompete  Covenant  the  maximum amount of compensation and benefits payable under this Agreement reasonably allocable thereto so as to  avoid, to the extent possible, subjecting any Payments to tax under Section 4999 of the Code; and                       (B) may make reasonable assumptions and approximations concerning the application of  taxes and may rely on reasonable good faith interpretations concerning the application of Sections 280G and 4999 of  the Code.                 The Company and the Executive shall furnish to the Accountants such information and documents  as the Accountants may reasonably request in order to make a determination under this Section 6(b). The Company  shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this  Section 6(b).         (iv)   If  the  Payments  are  reduced  to  avoid  the  Excise  Tax  pursuant  to  Section  6(b)(i)  hereof  and  notwithstanding such reduction, the IRS determines that the Executive is liable for the Excise Tax as a result of the  receipt  of  Payments  from  the  Company,  then  the  Executive  shall be  obligated  to  pay  to  the  Company  (the                                              7   





 






                                                                                         “Repayment Obligation”) an amount of money equal to the “Repayment Amount.” The Repayment Amount shall be  the smallest such amount, if any, as shall be required to be paid to the Company so that the Executive’s net proceeds  with respect to the Payments (after taking into account the payment of the Excise Tax imposed on such benefits)  shall be maximized. Notwithstanding the foregoing, the Repayment Amount shall be zero if a Repayment Amount  of more than zero would not eliminate the Excise Tax in accordance with the principles of Section 6(b)(i). If the  Excise Tax is not eliminated through the performance of the Repayment  Obligation, the  Executive shall  pay  the  Excise Tax. The Repayment Obligation shall be discharged within 30 days of either (A) the Executive’s entering  into a binding agreement with the IRS as to the amount of Excise Tax liability, or (B) a final determination by the  IRS or a court decision requiring the Executive to pay the Excise Tax from which no appeal is available or is timely  taken.    7.     Term.           Unless  the  Executive’s  employment  is  earlier  terminated,  this  Agreement  shall  continue  in  effect  until  11:59 p.m. on September 30, 2020 and shall automatically renew thereafter on an annual basis for additional twelve- month terms unless either party provides written notice to the other party of non-renewal at least ninety (90) days  prior to the expiration of the then current term.  If a Change in Control occurs while this Agreement is in effect, the  term of this Agreement shall automatically be extended to the second anniversary of the Change in Control.  Upon  the  termination  of  this  Agreement,  the  respective  rights  and  obligations  of  the  parties  shall  survive  to  the  extent  necessary to carry out the intentions of the parties as embodied herein.   8.    Successors and Assigns.         (a)    This Agreement is personal to the Executive and is not assignable by the Executive, other than by  will or the laws of descent and distribution, without the prior written consent of the Company.         (b)    This Agreement shall inure to the benefit of and be binding upon the Company and its successors  and assigns.         (c)    The  Company  will  require  any  successor  or  acquirer  (whether  direct  or  indirect,  by  purchase,  merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume  expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would  be required to perform it if no such succession had taken place.  As used in this Agreement, “Company” shall mean  the Company as defined above and any successor to or acquirer of its business and/or assets that assumes and agrees  to perform this Agreement.   9.    No Duty to Mitigate.           In no event shall the Executive be obligated to seek other employment or take any other action by way of  mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and, except as  contemplated by Sections 2(b) and 3(c)(iii)(B)hereof, any benefits payable to the Executive hereunder shall not be  subject to reduction for any compensation received from other employment.   10.   Conditions to Payment of Severance.           Notwithstanding any other provision of this Agreement, the Executive’s entitlement to receive any of the  payments  and  other  benefits  contemplated  by  Sections 2,  3  or  4 (with  respect  to  Disability)  hereof  shall  be  contingent upon:         (a)    execution by the Executive within forty-five (45) days of the termination of a general release in  substantially the form of Appendix A hereto (such applicable form depending on my age at the time of termination,  the “Release”), which has not subsequently been revoked, and the Executive hereby acknowledges and agrees that  the  Company’s  entering  into  this  Agreement  and  agreement  to  make  such  payments  are  and  shall  be  good  and  sufficient consideration for such Release; and                                                8   





 






                                                                                               (b)    the Executive’s continued compliance with the material terms of this Agreement, as applicable,  and those of the Executive’s Non-Disclosure, Non-Competition and Invention Agreement with the Company.   11.   Miscellaneous.         (a)    Governing Law.  This Agreement shall be governed by and construed in accordance with the laws  of the Commonwealth of Massachusetts, except any such laws that would render such choice of law ineffective.         (b)    Compliance  with  Section  409A.   This  Agreement  is  intended,  to  the  extent  applicable,  to  constitute  good  faith  compliance  with  the  requirements  of  Section  409A  of  the  Code.   The  Company  and  the  Executive  agree  that  they  shall  cooperate  in  good  faith  to  amend  any  provision  hereof  to  the  extent  required  to  maintain compliance with the provisions of Section 409A of the Code as they may be modified hereafter (including  by subsequent regulations or other guidance of the Internal Revenue Service).          (c)   Amendment.   This  Agreement  may  not  be  amended  or  modified  otherwise  than  by  a  written  agreement executed by the parties hereto or their respective successors and legal representatives.         (d)    Partial Invalidity.  If any provision in this Agreement is held by a court of competent jurisdiction  to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being  impaired or invalidated in any way.         (e)    Entire  Agreement;  Effect  of  Current  Agreement.   This  Agreement constitutes  the  entire  understanding  and  agreement  between  the  parties  hereto  regarding  the  compensation  and  benefits  payable  to  the  Executive in the respective circumstances described herein, superseding all prior understandings and agreements,  whether oral or written.           (f)    Expenses.  The Company agrees to pay as incurred and within twenty (20) days after submission  of  supporting  documentation,  to  the  full  extent  permitted  by  law,  all  legal  fees  and  expenses  the  Executive  may  reasonably incur as a result of any contest by the Company, the Executive or others of the validity or enforceability  of, or liability under, any provision of this Agreement (including as a result of any contest by the Executive about  the amount of any payment pursuant to this Agreement) with respect to which the Executive is successful on the  merits,  plus,  in  each  case,  interest  on  any  delayed  payment  at the  applicable  Federal  rate  provided  for  in  Section 7872(f)(2)(A) of the Code.  The Company’s payment of any eligible expenses must be made no later than  December 31 of the year after the year in which the expense was incurred.          (g)   Notices.   All  notices  and  other  communications  hereunder  shall be  in  writing  and  shall  be  delivered by hand delivery, by a reputable overnight courier service, or by registered or certified mail, return receipt  requested,  postage  prepaid.   Notice  to  the  Executive  shall  be  addressed  to  the  Executive  at  the  Executive’s  last  address contained in the records of the Company, and notice to the Company shall be addressed to:     PTC Inc.               121 Seaport Boulevard               Boston, MA 02210               Attention: General Counsel   Notice  shall  be  addressed  to  such  other  address  as  either  party  shall  have  furnished  to  the  other  in  writing  in  accordance herewith.  Any notice or communication shall be deemed to be delivered upon the date of hand delivery,  one day following delivery to an overnight courier service, or three days following mailing by registered or certified  mail.                                               9   





 






                                                                                            EXECUTED as of the date first written above.   PTC INC.                                             [EXECUTIVE NAME]                                                                                                                By:                                                                [Name]      [Title]                                                10