2006 STOCK INCENTIVE
PLAN
1.
Purpose. This Ansoft
Corporation 2006 Stock Incentive Plan (the “Plan”)
seeks to further the long-term stability and financial success of
Ansoft Corporation (the “Company”) by attracting and
retaining persons providing services to Ansoft Corporation through
the use of stock incentives; motivating those persons to contribute
to the growth and profile of the Company; and further aligning the
interests of those persons with those of Ansoft Corporation
stockholders.
2.
Definitions. As used in
the Plan, the following terms have the meanings
indicated:
(a)
‘‘Act’’ means the Securities Exchange Act
of 1934, as amended.
(b)
‘‘Applicable Withholding Taxes’’ means the
aggregate amount of federal, state and local income and payroll
taxes that the Company is required to withhold in connection with
any lapse of restrictions on Restricted Stock, dividends paid on
Restricted Stock, or any exercise of a Nonstatutory Stock
Option.
(c)
‘‘Code’’ means the Internal Revenue Code of
1986, as amended.
(d)
‘‘Committee’’ means the Compensation
Committee of the Company’s Board of Directors (or any
successor Board committee designated by the Board to administer
this plan), provided that, if any member of the Compensation
Committee does not qualify as both an outside director for purposes
of Code section 162(m) and a non-employee director for purposes of
Rule 16b-3, the remaining members of the committee (but not
less than two members) shall be constituted as a subcommittee to
act as the Committee for purposes of the Plan.
(e)
‘‘Company Stock’’ means common stock of the
Company. In the event of a change in the capital structure of the
Company (as provided in Section 12), the shares resulting from
the change shall be deemed to be Company Stock within the meaning
of the Plan.
(f)
‘‘Date of Grant’’ means the date on which
the Committee grants an Incentive Award.
(g)
‘‘Disability’’ or
‘‘Disabled’’ means, as to an Incentive
Stock Option, a Disability within the meaning of Code section
22(e)(3). As to all other Incentive Awards, the Committee shall
determine whether a Disability exists and the determination shall
be conclusive.
(h)
‘‘Fair Market Value’’ means, unless
otherwise determined by the Committee, the closing price for a
share of Company Stock reported on the Nasdaq Stock Market (or such
other stock exchange or quotation system on which shares are then
listed or quoted) for the business day immediately preceding such
date.
(i)
‘‘Incentive Award’’ means, collectively,
the award of an Option or Restricted Stock under the
Plan.
(j)
‘‘Incentive Stock Option’’ means an Option
intended to meet the requirements of, and qualify for favorable
federal income tax treatment under, Code section 422.
(k)
‘‘Mature Shares’’ means shares of Company
Stock for which the holder thereof has good title, free and clear
of all liens and encumbrances and which the holder has held for at
least six months.
(l)
‘‘Nonstatutory Stock Option’’ means an
Option that does not meet the requirements of Code section 422, or,
even if meeting the requirements of Code section 422, is not
intended to be an Incentive Stock Option and is so
designated.
(m)
‘‘Option’’ means a right to purchase
Company Stock granted under the Plan, at a price determined in
accordance with the Plan.
(n)
‘‘Participant’’ means any employee of the
Company, a director of the Company or an individual rendering
services to the Company who receives an Incentive Award under the
Plan.
(o)
‘‘Restricted Stock’’ means Company Stock
awarded upon the terms and subject to the restrictions set forth in
Section 6.
(p)
‘‘Rule 16b-3’’ means Rule 16b-3
of the Securities and Exchange Commission promulgated under the
Act. A reference in the Plan to Rule 16b-3 shall include a
reference to any corresponding rule (or number redesignation) of
any amendments to Rule 16b-3 enacted after the effective date
of the Plan’s adoption.
3.
General. The types of
Incentive Awards that may be granted under the Plan are Options or
Restricted Stock. Options granted under the Plan may be Incentive
Stock Options or Nonstatutory Stock Options.
(a) Subject to Section 12 of the Plan,
there shall be reserved for issuance under the Plan an aggregate of
670,000 shares of Company Stock, which shall be authorized but
unissued shares. All of the shares of Company Stock that may be
issued under this Plan may be issued upon the exercise of Options
that qualify as Incentive Stock Options. No more than 200,000
shares may be issued as Restricted Stock, provided that any shares
of Restricted Stock that are forfeited shall not count against this
limit. No more than 100,000 shares may be allocated to Options that
are granted to any individual Participant during any single Taxable
Year.
(b) Shares
allocable to Options, Restricted Stock or portions thereof granted
under the Plan that expire, are forfeited, or otherwise terminate
unexercised may again be subjected to an Incentive Award under the
Plan. The Committee is expressly authorized to make an Incentive
Award to a Participant conditioned upon the surrender for
cancellation of an Option granted under an existing Incentive
Award, provided that, without prior stockholder approval, the
Committees are expressly prohibited from repricing an Option if the
exercise price of the new Option would be less than the exercise
price of the Option under the existing Incentive Award surrendered
for cancellation. Reload Options issued on the exercise of an
Option or otherwise are expressly prohibited.
(c) Shares
allocable to Options issued following the expiration of the Ansoft
Corporation 1995 Stock Option Plan and prior to the adoption of
this Plan by stockholders to persons who would have been eligible
under this Plan shall be approved by stockholders by the adoption
of this Plan. All of these Options shall be subject to the terms of
this Plan and shall be counted against the authorized shares
provided in Section 4(a).
(a) All
present and future employees of the Company (whether now existing
or hereafter created or acquired) whom the Committee determines to
have contributed or who can be expected to contribute significantly
to the Company, directors of the Company, and individuals who are
rendering services as consultants, advisors, or other independent
contractors to the Company shall be eligible to receive Incentive
Awards under the Plan. The Committee shall have the power and
complete discretion, as provided in Section 13, to select
eligible individuals to receive Incentive Awards and to determine
for each individual the nature of the award and the terms and
conditions of each Incentive Award.
(b) The
grant of an Incentive Award shall not obligate the Company to pay
an individual any particular amount of remuneration, to continue
the employment of the individual after the grant or to make further
grants to the individual at any time thereafter.
6.
Restricted Stock Awards .
(a) The
Committee may make grants of Restricted Stock to Participants.
Whenever the Committee deems it appropriate to grant Restricted
Stock, notice shall be given to the Participant stating the number
of shares of Restricted Stock granted and the terms and conditions
to which the Restricted Stock is subject. This notice shall be the
grant agreement between the Company and the Participant. Restricted
Stock may be awarded by the Committee in its discretion without
cash consideration.
(b) The
Committee shall establish as to each award of Restricted Stock the
terms and conditions upon which the restrictions set forth in
paragraph (c) below shall lapse.
(c) No
shares of Restricted Stock may be sold, assigned, transferred,
pledged, hypothecated, or otherwise encumbered or disposed of until
the restrictions on the shares as set forth in the
Participant’s grant agreement have lapsed or been
removed.
(d) Upon
the acceptance by a Participant of an award of Restricted Stock,
the Participant shall, subject to the restrictions set forth in
paragraph (c) above, have all the rights of a shareholder with
respect to the shares of Restricted Stock, including, but not
limited to, the right to vote the shares of Restricted Stock and
the right to receive all dividends and other distributions paid
thereon. Certificates representing Restricted Stock shall be held
by the Company until the restrictions lapse and upon request the
Participant shall provide the Company with appropriate stock powers
endorsed in blank.
(e) Each
Participant shall agree at the time his or her Restricted Stock is
granted, and as a condition thereof, to pay to the Company, or make
arrangements satisfactory to the Company regarding the payment to
the Company of, Applicable Withholding Taxes. Until the amount has
been paid or arrangements satisfactory to the Company have been
made, no stock certificate free of a legend reflecting the
restrictions set forth in paragraph (b) above shall be issued
to the Participant. As an alternative to making a cash payment to
the Company to satisfy Applicable Withholding Taxes, if the grant
so provides, the Participant may elect to have the Company retain
that number of shares of Company Stock (valued at their Fair Market
Value) that would satisfy all or a specified portion of the
Applicable Withholding Taxes.
(a) The
Committee may make grants of Options to Participants. Whenever the
Committee deems it appropriate to grant Options, notice shall be
given to the Participant stating the number of shares for which
Options are granted, the Option price per share, whether the
Options are Incentive Stock Options or Nonstatutory Stock Options,
and the conditions to which the grant and exercise of the Options
are subject. This notice shall be the stock option
agreement.
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