AMENDED AND RESTATED EXECUTIVE AGREEMENT

AMENDED AND RESTATED EXECUTIVE AGREEMENT

This Amended and Restated Executive Agreement dated as of June ___, 2008 by and between Parametric Technology Corporation, a Massachusetts corporation (the “Company”), and [executive], [executive’s home address] (the “Executive”), amends and restates the Executive Agreement dated as of August 29, 2006 by and between the Company and the Executive, as amended by the First Amendment to the Executive Agreement dated as of November 28, 2007 by and between the Company and the Executive.

WHEREAS, the Executive is the [title] of the Company;

WHEREAS, the Company and the Executive entered into the Executive Agreement to provide certain payments and benefits to the Executive if his employment with the Company is terminated without cause or if certain other events occur; and

WHEREAS, pursuant to and in accordance with the Executive Agreement, the Company and the Executive desire to amend and restate the Executive Agreement;

NOW, THEREFORE, the Company and the Executive hereby agree as follows:

(i)        the Executive’s willful and continued failure to substantially perform his 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 his duties and the Executive does not cure such failure within 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 his 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 his Non-Disclosure, Non-Competition and Invention Agreement with the Company; provided that, if such violation is able to be cured, the Executive has not, within 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 his action or omission was in the best interests of the Company.

(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 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 of Directors of the Company (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 corporation (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 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.

(c)        “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 the Change in Control through the second anniversary thereof, other than for Cause or as a result of the Executive’s death or Disability;

(ii)       resignation by the Executive for Good Reason during the period from the date of the Change in Control through the second anniversary thereof; or

(iii)      termination of the Executive’s employment by the Company prior to a Change in Control, other than for Cause or as a result of the Executive’s death or 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

arose related to or in anticipation of the Change in Control. A Change in Control Termination under this Section 1(c)(iii) shall be deemed to have occurred if and when the Change in Control occurs.

(d)       “Disability” means such physical or mental incapacity as to make the Executive unable to perform the essential functions of his employment duties for a period of at least 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 his 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.

(e)        “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)       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 failure by the Company to obtain the assumption of this Agreement by any successor or assign of the Company; or

(v)       any requirement that the Executive relocate to a 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.

(f)        “Stock Plan” means any stock option or equity compensation plan of the Company in effect at any time, including without limitation the 1987 Incentive Stock Option Plan, the 1997 Incentive Stock Option Plan, the 1997 Nonqualified Stock Option Plan, and the 2000 Equity Incentive Plan.

If the Company terminates the Executive’s employment without Cause, other than due to his death or Disability, the Executive shall be entitled to the following:

(a)        a lump sum payment in an amount equal to one times the highest annual salary (excluding any bonuses) in effect with respect to the Executive during the six-month period immediately preceding the termination date, payable within thirty (30) days after the termination date; and

(b)       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 the Benefit Plans do not permit such continuation of the Executive’s participation following his termination or any such plan is terminated, the Company shall pay the Executive an amount which is sufficient for him 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 Benefit Plans or to receive such alternate payments shall cease as of the date the Executive is eligible to participate in such other plan, and the Executive shall notify the Company of his eligibility under such plan.

(a)         Equity Awards. Effective upon a Change in Control that occurs during the Executive’s employment, the following shall occur:

(i)        any performance criteria applicable to any stock options, stock appreciation rights, restricted stock units, restricted stock or other equity awards issued under any Stock Plan and held by the Executive shall be deemed to have been met in full;

(ii)       the vesting schedule applicable to any stock options, stock appreciation rights, restricted stock units or other equity awards issued under any Stock Plan and held by Executive shall be amended automatically so that each such equity award shall thereupon vest to the extent that such equity award, in the absence of such amendment, would have been vested from and after the date which is two years after the Change in Control; provided that if any such stock option, stock appreciation right, restricted stock unit or other equity award is not assumed, or an award or payment of equivalent value is not substituted therefor, by any acquirer of or successor to the Company, then such stock option, stock appreciation right, restricted stock unit or other equity award shall thereupon become vested and exercisable in full;

(iii)      the vesting schedule applicable to any shares of restricted stock issued under any Stock Plan and held by Executive shall be amended automatically so that the restrictions shall thereupon lapse with respect to all shares that, in the absence of such amendment, would not have been restricted shares from and after the date which is two years after the Change in Control; and

(iv)      each outstanding equity award held by the Executive shall be amended to provide that, notwithstanding any provision of any Stock Plan, no outstanding share of restricted stock, stock option, stock appreciation right, restricted stock unit or other equity award held by the Executive may be terminated without the Executive’s written consent (other than (A) any unvested portion thereof that is

terminated or forfeited upon termination of the Executive’s employment as provided in any agreement or certificate executed in connection with any 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) upon payment of equivalent value for such terminated award).

This Section 3(a) shall not apply to any shares of restricted stock, restricted stock units or other equity awards granted to the Executive as an incentive bonus under the Company’s Executive Incentive Performance Plan or under similar short-term incentive plans (collectively, “Bonus Equity”), which shall be treated as provided in Section 3(b)(iii).

(b)        Bonus. Effective upon a Change in Control that occurs during the Executive’s employment or upon a Change in Control Termination under Section 1(c)(iii):

(i)        the Executive shall be entitled to payment of an amount equal to his target bonus in effect for the fiscal year in which the Change in Control occurs, which payment shall be made in one lump sum within thirty (30) days of the Change in Control;

(ii)       the Executive shall be entitled to payment of a pro-rata portion of any annual cash incentive award for which the Executive is eligible for the fiscal year in which the Change in Control occurs, based on the Executive’s target cash bonus for such year and the percentage of the year completed through the date of the Change in Control, for the purposes of which any performance criteria applicable to such award shall be deemed to have been met in full, which payment shall be made in one lump sum within thirty (30) days of the date of the Change in Control; and

(iii)      the vesting schedule applicable to any Bonus Equity held by the Executive shall be amended automatically so that a pro-rata portion of any such Bonus Equity equal to the percentage of the respective fiscal year completed through the date o