ANSS 10-K Annual Report Dec. 31, 2017 | Alphaminr
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ANSS 10-K Fiscal year ended Dec. 31, 2017

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ANSYS INC
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management, and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.2 Certificate of Amendment to the Company's Restated Certificate of Incorporation as filed with the Secretary of State of the State of Delaware (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K, filed June 21, 2006, and incorporated herein by reference). 3.3 Certificate of Amendment to the Company's Restated Certificate of Incorporation as filed with the Secretary of State of the State of Delaware (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K, filed May17, 2011, and incorporated herein by reference). 3.4 Certificate of Amendment to the Company's Restated Certificate of Incorporation as filed with the Secretary of State of the State of Delaware (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K, filed May 21, 2012, and incorporated herein by reference). 3.5 Second Amended and Restated By-laws of the Company (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K, filed February19, 2008, and incorporated herein by reference). 3.6 Amendment No. 1 to the Second Amended and Restated By-laws of the Company (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K, filed July23, 2008, and incorporated herein by reference). 3.7 Amendment No. 2 to the Second Amended and Restated By-laws of the Company (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K, filed December20, 2011, and incorporated herein by reference). 3.8 Amendment No. 3 to the Second Amended and Restated By-laws of ANSYS, Inc. (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed August 7, 2015, and incorporated herein by reference). 3.9 Amendment No. 4 to the Second Amended and Restated By-laws of ANSYS, Inc. (filed as Exhibit 3.9 to the Company's Annual Report on Form 10-K, filed February 23, 2017, and incorporated herein by reference). 3.10 Third Amended and Restated By-laws of the Company (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K, filed January 19, 2018, and incorporated herein by reference). 10.1 ANSYS, Inc. Second Amended and Restated Employee Stock Purchase Plan (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the fiscal quarter ended September30, 2007 and incorporated herein by reference).* 10.5 Incentive Stock Option Agreement under the ANSYS, Inc. Second Amended and Restated 1996 Stock Option and Grant Plan (filed as Exhibits 99.1 to the Company's Current Report on Form 8-K, filed February8, 2005, and incorporated herein by reference).* 10.6 Non-Qualified Stock Option Agreement under the ANSYS, Inc. Second Amended and Restated 1996 Stock Option and Grant Plan (filed as Exhibits 99.2 to the Company's Current Report on Form 8-K, filed February8, 2005, and incorporated herein by reference).* 10.7 Incentive Stock Option Agreement under the ANSYS, Inc. Second Amended and Restated 1996 Stock Option and Grant Plan (filed as Exhibits 99.3 to the Company's Current Report on Form 8-K, filed February8, 2005, and incorporated herein by reference).* 10.8 Non-Qualified Stock Option Agreement under the ANSYS, Inc. Second Amended and Restated 1996 Stock Option and Grant Plan (filed as Exhibits 99.4 to the Company's Current Report on Form 8-K, filed February8, 2005, and incorporated herein by reference).* 10.9 Non-Qualified Stock Option Agreement under the ANSYS, Inc. Second Amended and Restated 1996 Stock Option and Grant Plan (filed as Exhibits 99.5 to the Company's Current Report on Form 8-K, filed February8, 2005, and incorporated herein by reference).* 10.11 Amendment to Non-Affiliate Independent Director Compensation on February9, 2006 (filed as a disclosure in the Company's Current Report on Form 8-K, filed February15, 2006, and incorporated herein by reference).* 10.12 Form of Deferred Stock Unit Agreement under the Third Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K, filed July6, 2006, and incorporated herein by reference).* 10.13 Deferred Stock Unit Agreement under the Third Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan (filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended September30, 2008 and incorporated herein by reference).* 10.14 Amended and Restated ANSYS, Inc. Cash Bonus Plan (filed as Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended September30, 2008 and incorporated herein by reference).* 10.15 First Amendment of the Employment Agreement Between the Company and James E. Cashman III as of November6, 2008 (filed as Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the quarter ended September30, 2008 and incorporated herein by reference).* 10.16 ANSYS, Inc. Executive Severance Plan, dated February17, 2010 (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K, filed February23, 2010, and incorporated herein by reference).* 10.17 Form of Award Notice under the ANSYS, Inc. Long-Term Incentive Plan (filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended March31, 2010 and incorporated herein by reference).* 10.18 Second Amendment of the Employment Agreement Between ANSYS, Inc. and James E. Cashman III dated March14, 2011 (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed March18, 2011, and incorporated herein by reference).* 10.19 Form of Employee Incentive Stock Option Agreement under the Fourth Amended and Restated ANSYS, Inc. Stock Option and Grant Plan (filed as Exhibit 10.5 to the Company's Current Report on Form 8-K, filed March18, 2011, and incorporated herein by reference).* 10.20 Form of Employee Non-Qualified Stock Option Agreement under the Fourth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed May 2, 2013, and incorporated herein by reference).* 10.21 Form of Employee Director Non-Qualified Stock Option Agreement under the Fourth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan (filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q, filed May 2, 2013, and incorporated herein by reference).* 10.22 Form of Non-Employee Director Non-Qualified Stock Option Agreement under the Fourth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan (filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q, filed May 2, 2013, and incorporated herein by reference).* 10.23 Form of Non-Qualified Option Transfer Acknowledgment under the Fourth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan (filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q, filed May 2, 2013, and incorporated herein by reference).* 10.24 Form of Indemnification Agreement between ANSYS, Inc. and Non-Employee Directors (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed March 20, 2013, and incorporated herein by reference). 10.25 First Amendment to Letter Agreement between ANSYS, Inc. and Maria T. Shields, dated March14, 2011 (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K, filed March18, 2011, and incorporated herein by reference).* 10.26 Consent of the Compensation Committee of the ANSYS, Inc. Board of Directors dated March14, 2011 (filed as Exhibit 10.3 to the Company's Current Report on Form 8-K, filed March18, 2011, and incorporated herein by reference).* 10.27 Fourth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed May17, 2011, and incorporated herein by reference).* 10.28 Lease by and between ANSYS, Inc. and Quattro Investment Group, L.P., dated as of September 14, 2012 (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed September 18, 2012, and incorporated herein by reference). 10.29 Form of Restricted Stock Unit Agreement under the Fourth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan (filed as Exhibit 10.39 to the Company's Annual Report on Form 10-K, filed February 27, 2014, and incorporated herein by reference).* 10.30 ANSYS, Inc. Second Amended and Restated Long-Term Incentive Plan, dated March5, 2014 (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed March11, 2014, and incorporated herein by reference).* 10.31 Form of Performance-Based Restricted Stock Unit (Total Shareholder Return) Award under the ANSYS, Inc. Second Amended and Restated Long-Term Incentive Plan (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K, filed March 11, 2014, and incorporated herein by reference).* 10.32 Form of Performance-Based Restricted Stock Unit Award under the ANSYS, Inc. Fourth Amended and Restated 1996 Stock Option and Grant Plan (filed as Exhibit 10.3 to the Company's Current Report on Form 8-K, filed March 11, 2014, and incorporated herein by reference).* 10.33 Employment Agreement between ANSYS, Inc. and Ajei S. Gopal, dated August 29, 2016 (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed August 29, 2016, and incorporated herein by reference).* 10.34 Form of Restricted Stock Unit Agreement with Ajei S. Gopal (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed August 29, 2016, and incorporated herein by reference).* 10.35 Form of Non-Qualified Stock Option Agreement with Ajei S. Gopal (filed as Exhibit 10.3 to the Company's Current Report on Form 8-K filed August 29, 2016, and incorporated herein by reference).* 10.36 Transition Agreement between ANSYS, Inc. and James E. Cashman III, effective as of December 31, 2016 (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed December 23, 2016, and incorporated herein by reference).* 10.39 Form of Restricted Stock Unit Agreement under the Fifth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan (filed as Exhibit 10.35 to the Company's Annual Report on Form 10-K filed February 23, 2017, and incorporated herein by reference).* 10.40 Form of Non-Qualified Stock Option Agreement under the Fifth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan (filed as Exhibit 10.36 to the Company's Annual Report on Form 10-K filed February 23, 2017, and incorporated herein by reference).* 10.41 Form of Award Notice under the Fifth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan (filed as Exhibit 10.37 to the Company's Annual Report on Form 10-K filed February 23, 2017, and incorporated herein by reference).* 10.42 Form of Restricted Stock Unit Agreement (Non-Employee Directors) under the Fifth Amended and Restated Stock Option and Grant Plan (filed as Exhibit 10.38 to the Company's Annual Report on Form 10-K filed February 23, 2017, and incorporated herein by reference).* 10.43 Agreement and General Release by and between the Company and Walid Abu-Hadba, dated May 1, 2017 (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed May 1, 2017, and incorporated herein by reference).* 14.1 ANSYS, Inc. - Code of Business Conduct and Ethics, effective July 29, 2016 (filed as Exhibit 14.1 to the Company's Current Report on Form 8-K filed August 4, 2016, and incorporated herein by reference). 14.2 Amended and restated ANSYS, Inc. - Code of Business Conduct and Ethics, effective February 7, 2018 (filed as Exhibit 14.1 to the Company's Current Report on Form 8-K filed February 9, 2018, and incorporated herein by reference). 21.1 Subsidiaries of the Registrant; filed herewith. 23.1 Consent of Deloitte & Touche LLP, independent registered public accounting firm. 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.