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EXHIBIT 10.4
DEFERRED STOCK UNIT
AGREEMENT
UNDER THE
THIRD AMENDED AND
RESTATED
ANSYS, INC.
1996 STOCK OPTION AND GRANT
PLAN
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Name of
Grantee:
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[ ]
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No. of Deferred Stock Units Granted:
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[ ]
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Grant
Date:
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[ ]
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Pursuant to the Third Amended and
Restated ANSYS, Inc. 1996 Stock Option and Grant Plan (the
“Plan”) as amended through the date hereof, ANSYS, Inc.
(the “Company”) hereby grants the number of Deferred
Stock Units listed above (the “Award”) to the Grantee
named above. Each “Deferred Stock Unit” shall relate to
one share of Common Stock par value $.01 per share (the
“Stock”) of the Company, subject to the restrictions
and conditions set forth herein and in the Plan.
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1.
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Restrictions
on Transfer of Award .
The Award shall not be sold, transferred, pledged, assigned or
otherwise encumbered or disposed of by the Grantee, until shares of
Stock have been issued pursuant to Section 3
hereof.
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2.
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Vesting of
Deferred Stock Units .
The Deferred Stock Units shall be fully vested upon the Grant Date
specified above.
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3.
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Issuance of
Shares of Stock .
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(a)
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Subject to the
terms of the Plan and this Award, each Deferred Stock Unit entitles
the Grantee to receive one share of Stock as soon as reasonably
practicable following the Settlement Date. The “Settlement
Date” shall be the date of the cessation of the
Grantee’s service as a director of the Company.
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(b)
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As soon as
reasonably practicable following the Settlement Date, but in no
event later than 10 days after the Settlement Date, the Company
shall direct its transfer agent to issue to the Grantee in book
entry form the number of shares of Stock equal to the number of
Deferred Stock Units credited to the Grantee in satisfaction of the
Award.
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(c)
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Shares of Stock
shall be issued and delivered to the Grantee in accordance with
Sec
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