ANSYS, INC. (NASDAQ:ANSS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

James E. Cashman Transition Agreement

In connection with its previously announced leadership
transition, on December 22, 2016, ANSYS, Inc. (the Company)
entered into a Transition Agreement (the Transition Agreement)
with Mr.JamesE. Cashman III, its current Chief Executive Officer
and a member of the Board of Directors (the Board) of the
Company, to which Mr.Cashman will become the Chairman of the
Board, effective as of January1, 2017. to the terms of the
Transition Agreement, Mr.Cashman will be employed through
April30, 2019 (or such earlier date as his employment is
terminated to the terms of the Transition Agreement). From the
period from January1, 2017 through February28, 2018, Mr.Cashmans
will be paid $250,000 in the aggregate, in bi-monthly
installments. From the period from March1, 2018 through April30,
2019, Mr.Cashmans will be paid $250,000 in the aggregate, in
bi-monthly installments. Mr.Cashman will not be entitled to bonus
payments during his employment to the Transition Agreement.
Mr.Cashman will continue to be eligible to participate in all of
the Companys benefit plans subject to the terms of such plans.

In the event that Mr.Cashmans employment with the Company is
terminated by the Company without cause prior to April30, 2019
and subject to entering into an agreed upon release of claims,
Mr.Cashman will be entitled to receive an amount equal to three
million dollars ($3,000,000) less (i)any salary he has received
to the Transition Agreement and (ii)the aggregate fair market
value (determined at the highest of the Companys stock price on
the date such amounts vested or on the date of Executives
termination of employment or on the date the shares received to
such awards were sold (based on actual sale price)) of any time
or performance-based restricted stock units that vested during
Mr.Cashmans employment to the Transition Agreement (whether
granted in connection with the Transition Agreement or
otherwise). Such amounts would be payable in equal monthly
installments over the 24 month-period following the effective
date of the release. In addition, if such termination without
cause occurs prior to Mr.Cashman reaching age 65, the Company
will continue to provide Mr.Cashman with life and health
insurance coverage through Company-paid COBRA premiums equal to
the Companys current contributions for Mr.Cashman until the date
Mr.Cashman reaches age 65. Mr.Cashman will not be entitled to any
severance if his employment with the Company ends for any other
reason, including as a result of reaching the end of the term of
the Transition Agreement.

Mr.Cashman has agreed to remain subject to the existing
non-competition, non-solicitation and non-hire
restrictions included in his current employment agreement. Other
than those obligations, the terms of the Transition Agreement
supersede the terms of Mr.Cashmans employment agreement.