(i) Common Stock means the common stock, par value $.01 per share,
of the Company or any security into which such common stock may be changed by reason of any transaction or event of the type referred to in Section 11 of this Plan.
(j) Company means ANSYS, Inc., a Delaware corporation, and its successors.
(k) Consultant means a natural person that provides bona fide services to the Company and/or its Affiliates;
provided, however, that a Consultant shall not include a person whose services are in connection with the offer or sale of the Companys securities in a capital-raising transaction including, directly or indirectly, the promotion or maintenance
of a market for the Companys securities.
(l) Date of Grant means the date provided for by the Committee
on which a grant of Option Rights, Appreciation Rights, Performance Shares, Performance Units, Cash Incentive Awards, or other awards contemplated by Section 9 of this Plan, or a grant or sale of
Restricted Stock, Restricted Stock Units, or other awards contemplated by Section 9 of this Plan, will become effective (which date will not be earlier than the date on which the Committee takes action
with respect thereto).
(m) Director means a member of the Board.
(n) Disability means, unless otherwise provided in an Evidence of Award, a Participants termination of
employment with the Company or any Subsidiary: (i) after becoming eligible to receive benefits under the Companys then current long-term disability plan that is applicable to the Participant; (ii) where the Participant is not
eligible under a Company long-term disability plan, after being officially declared permanently disabled under the mandatorily applicable health or welfare regulations of the applicable jurisdiction; or, (iii) in the absence of such a
determination under said regulations, after being officially declared permanently disabled by a physician appointed by the Company in its sole discretion.
(o) Effective Date means the date this Plan is approved by the Stockholders.
(p) Evidence of Award means an agreement, certificate, resolution or other type or form of writing or other evidence
approved by the Committee that sets forth the terms and conditions of the awards granted under this Plan. An Evidence of Award may be in an electronic medium, may be limited to notation on the books and records of the Company and, unless otherwise
determined by the Committee, need not be signed by a representative of the Company or a Participant.
(q) Exchange
Act means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time.
(r) Incentive Stock Option means an Option Right that is intended to qualify as an incentive stock
option under Section 422 of the Code or any successor provision.
(s) Performance Objectives means
one or more of the financial and/or operational performance goals or objectives established pursuant to this Plan for Participants who have received grants of Performance Shares, Performance Units or Cash Incentive Awards or, when so determined by
the Committee, Option Rights, Appreciation Rights, Restricted Stock, Restricted Stock Units, dividend equivalents or other awards pursuant to this Plan and include, but is not limited to, objectives related to earnings before interest, taxes,
depreciation and amortization, income or net income (loss) (either before or after interest, taxes, depreciation and/or amortization), earnings, changes in the market price of Common Stock, funds from operations or similar measures, sales, bookings
or revenue (including recurring revenue), annual contract value, billings, economic value added, mergers, acquisitions or other strategic transactions, divestitures, financings, operating income (loss), cash flow (including, but not limited to,
operating cash flow and free cash flow), return on capital, return on investments, assets, debt (including debt reduction), working capital, regulatory compliance, improvement of financial ratings, annual spend or license annual spend, equity
investments, stockholder returns, orders, return on sales, marketing, gross or net profit levels, productivity, margins, operating efficiency, productivity, product innovation, number of customers, customer satisfaction and related metrics,
individual performance, quality improvements, new product releases, growth or growth rate, intellectual property, expenses or costs (including cost reduction programs), implementation of projects or processes, employee engagement and satisfaction,
diversity, environmental and social measures, information technology, technology development, human resources management, litigation, research and development, working capital, earnings (loss) per share of Common Stock, and market share, any of
which may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group. If the Committee determines that a change in the business, operations, corporate structure or capital structure of
the Company, or the manner in which it conducts its business, or other events or circumstances render the Performance Objectives unsuitable, the Committee may in its discretion modify such Performance Objectives or the goals or actual levels of
achievement regarding the Performance Objectives, in whole or in part, as the Committee deems appropriate and equitable.
(t) Market Value per Share means, as of any particular date, the closing price of a share of Common Stock as
reported for that date on the Nasdaq Stock Market or, if the Common Stock is not then listed on the Nasdaq Stock Market,
B-2 2021 Ansys Proxy Statement