Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 30, 2021, Maria T. Shields, Senior Vice President, Administration of
ANSYS, Inc., a Delaware corporation (the "Company"), notified the Company of her
decision to resign, effective on April 1, 2022 (the "Resignation Date"). The
Company and Ms. Shields have agreed that Ms. Shields will continue in a
consulting role with the Company for a three-month period from April 2, 2022
through July 2, 2022 ("Consulting Term").
In connection with Ms. Shields' retirement and planned transition to a
consulting role, the Company entered into a Separation Agreement (the
"Separation Agreement") and a Consulting Services Agreement (the "Consulting
Agreement") with her, each dated December 30, 2021.
Under the terms of the Separation Agreement and subject to her execution and
non-revocation of a release of claims (the "Release"), Ms. Shields will be
entitled to a lump sum payment of $43,105, less required withholdings,
approximating the cost of health and dental coverage for 24 months following the
Resignation Date. The Separation Agreement contains confidentiality,
non-competition and non-solicitation obligations that apply through the
Resignation Date and for one year thereafter.
Under the terms of the Consulting Agreement, Ms. Shields will provide consulting
services to the Company during the Consulting Term, and in consideration for
such services, Ms. Shields will be entitled to compensation of $110,000,
comprised of an initial lump payment of $10,000 and three subsequent monthly
payments totaling $100,000 in the aggregate, as well as reimbursement of
expenses incurred in performing such services. The effectiveness of the
Consulting Agreement is conditioned upon Ms. Shields' execution and
non-revocation of the Release.
The above descriptions of the material terms of the Separation Agreement, which
includes the Release, and the Consulting Agreement, are qualified in their
entirety by reference to the full text of the Separation Agreement and the
Consulting Agreement, copies of which will be filed as exhibits to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
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