Employment Agreement

Exhibit 10.3


EMPLOYMENT AGREEMENT

This Employment Agreement (the " Agreement" ) is entered into as of this 15 th day of February, 2006 by and between ANSYS, Inc., a Delaware corporation (" ANSYS" ), Fluent, Inc., a Delaware corporation (" Fluent" ) (ANSYS and Fluent together, the " Company" ) and Hasan Ferit Boysan, Ph.D. (" Employee" ).

WHEREAS, ALASKA has entered into that certain Agreement and Plan of Merger dated as of February 15, 2006 by and among ANSYS, ANSYS XL, LLC (" Merger LLC" ), BEN I, Inc. (" Merger Sub" ), HINES II, Inc. (" Merger Sub II" ), Heat Holdings Corp. (" Holding" ), Aavid Thermal Technologies, Inc. (" Company Inc." ), TROY III, Inc. (" Merger Sub III" ), Fluent, and, for certain limited purposes described therein, Willis Stein & Partners II, L.P., Willis Stein & Partners III, L.P., Willis Stein & Partners Dutch, L.P., Willis Stein & Partners Dutch III-A, L.P., Willis Stein & Partners Dutch III-B, L.P., and Willis Stein & Partners III-C, L.P. and Willis Stein & Partners II, L.P., as Stockholders' Representative (the " Merger Agreement" );


WHEREAS, pursuant to the Merger Agreement the parties thereto will effect a business combination that is expected to be completed in or around April 2006 (the " Business Combination" ) through, and in the following order, (a) the merger of Merger Sub with and into Holding, with Holding being the surviving corporation (the " First Merger" ), (b) the merger of Holding with and into Merger LLC, with Merger LLC being the surviving company (the " Second Merger" ), (c) the merger of Merger Sub II with and into Company Inc., with Company Inc. being the surviving corporation (the " Third Merger" ), and (d) the merger of Merger Sub III with and into Fluent with Fluent being the surviving corporation (the " Fourth Merger" );


WHEREAS, Employee has been an officer and a key employee of Fluent since its inception; and

WHEREAS, the parties desire to ensure that Employee' s expertise and knowledge will continue to be available to the Company following the Business Combination.


NOW, THEREFORE, in consideration of the foregoing premises and the obligations herein made and undertaken, the parties, intending to be legally bound, agree as follows:

1. Contingency . This Agreement is contingent upon the Business Combination and will not become effective until the effective time of the Fourth Merger (the " Fourth Effective Time" ).


2. Position, Duties, and Extent of Service . Upon the Fourth Effective Time, (a) Employee will remain employed by Fluent and will hold the position of Vice President and General Manager, Fluids Business Unit of the Company; (b) Employee will have such responsibilities as the Company' s management shall from time to time designate; (c) upon the request of the Company' s management, Employee will serve as an officer and/or director of any of the Company' s subsidiaries; and (d) Employee will render all services reasonably incident to the foregoing. Employee hereby accepts such employment, agrees to serve the Company in the

capacities indicated, and agrees to use Employee' s best efforts in, and will devote Employee' s full working time, attention, skill and energies to, the advancement of the interests of the Company and its subsidiaries and the performance of Employee' s duties and responsibilities hereunder (excluding reasonable and appropriate civic and charitable activities).

3. Salary . During Employee' s employment under this Agreement, the Company will pay Employee his current salary of Two Hundred Fifteen Thousand U.S. Dollars ($215,000.00) (" Base Salary" ). Such Base Salary will be subject to withholding under applicable law, will be pro rated for partial years and will be payable in periodic installments in accordance with the Company' s usual practice for employees of the Company. For avoidance of doubt, this provision does not alter the " at will" status of the employment relationship between Employee and the Company, as more fully described in Section 15 of this Agreement.


4. Bonus . During Employee' s employment under this Agreement, Employee will be eligible to participate in the Company' s Executive Bonus Plan and may receive bonuses under such plan as determined by the Company' s Board of Directors and Compensation Committee in their sole discretion.


5. Stock Option Grant . Subject to approval by the Company' s Board of Directors, the execution by Employee of the Company' s standard Employee Agreement Regarding Inventions, Trade Secrets, and Proprietary And Confidential Information (the " Confidentiality Agreement" ), and the execution by Employee of the Company' s standard stock option agreement, the Company will grant to Employee options to purchase shares of common stock of ALASKA, Inc. in an amount and on such terms as authorized by the Board of Directors. These options shall be granted on the later of (i) the Fourth Effective Time, or (ii) the date approved by the Company' s Board of Directors. Any stock options granted to Employee pursuant to this provision will be subject to a vesting schedule, and be governed by the Second Amended and Restated ALASKA, Inc. 1996 Stock Option and Grant Plan, as amended, and the standard form of option agreement.


6. Benefits . During Employee' s employment under this Agreement, Employee will be entitled to participate in any retirement, medical insurance, dental insurance, vision insurance, life insurance, disability insurance plans, employee stock purchase and option plans, vacation programs, and other employment benefits as in effect as of the Fourth Effective Time for employees of Fluent generally in Employee' s work location (" Benefit Plans" ). Such participation will be subject to the terms of the applicable plan documents and generally applicable policies of the Company. The Company retains the right to terminate or modify any such Benefit Plans in its discretion, as permitted by law and the applicable plan documents.

7. Vacation. Employee will be entitled to an annual vacation of up to 20 days at times to be mutually agreed upon with the President and Chief Executive Officer of ALASKA. Vacation will be accrued on a monthly basis at the rate of 1.67 days per month. Employee will be eligible to participate in the Company' s vacation plan (the " Current Plan" ) in accordance with the terms of the Current Plan. In the event that the Company establishes a new vacation plan, (the " New Plan" ) which is different from the Current Plan, Employee will at the time the


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Company institutes such New Plan, participate in the New Plan, subject to the terms thereof. Employee will continue, under the New Plan, to be entitled to a minimum of 20 days vacation.


8. Relocation . The Company will assist Employee with his relocation to the United Kingdom or other mutually agreeable location of his choice following the expiration of his L-1 Visa, provided that Employee has remained continuously employed by the Company up to and including the time of such expiration. The Company shall reimburse employee for all relocation expenses up to a maximum of $20,000 (Twenty thousan ...