J. Chistopher Reid Employment Agreement

EXHIBIT 10.10


EMPLOYMENT AGREEMENT


MEMORANDUM OF AGREEMENT made in Waterloo, Ontario, as of February 20, 2003, BETWEEN:


ANSYS - Canada Ltd, formerly known as AEA Technology
Engineering Software Ltd. ("AEA Canada") (the "Company")


- and -


J. Christopher Reid of the city of Aurora in the Province of
Ontario (the "Employee").


WHEREAS immediately prior to the date hereof, Employee was employed by AEA Canada pursuant to an employment agreement dated May 11, 2002, as amended (the "Former Agreement");


AND WHEREAS the Employee and Company desire to terminate the Former Agreement and enter into this Agreement which will set forth the terms and conditions for the provision of the continuing services of the Employee as an employee of the Company and its affiliate or related companies;


AND WHEREAS the Employee has received additional consideration from the Company in return for entering into this Agreement;


NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:


ARTICLE 1
TERM


This Agreement is not, and shall not be construed as, an agreement to employ the Employee for any specific term or period of time.


ARTICLE 2
EFFECTIVE DATE


The effective date of this Agreement is to be commensurate with the closing date of the acquisition by ANSYS Inc. of AEA Canada. The time period of service with AEA Canada prior to the effective date will be recognized by the Company for purposes of service awards, vacation, termination and retirement entitlements, where applicable.


ARTICLE 3
SERVICES


The Employee shall be employed in the position of Vice President, General Manager, Fluids Business Unit and shall fulfill and shall be given the duties and responsibilities outlined in Exhibit A (Job Description) which Exhibit A may be amended from time to time to reflect the Reasonable Changes (as provided for in Article 9 hereof).


ARTICLE 4
EXCLUSIVITY AND STANDARDS


For so long as the Employee is employed pursuant to the terms of this Agreement, the Employee shall devote his best professional efforts, skill and ability and devote his business time to promote the interests of the Company and shall perform his duties and responsibilities as described hereunder with a degree of care and skill as could reasonably be expected of an employee in a comparable position, and will not, without the prior consent of the Board of Directors of the Company (which consent shall not be unreasonably withheld), engage in any other business ventures, enterprises or activities which might conflict with his obligations hereunder.


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ARTICLE 5
LOCATION


The Employee shall provide his services to the Company at the offices of the Company in Waterloo, Ontario, subject to the travel that may reasonably be required to perform his duties hereunder. The parties acknowledge that the Company may from time to time request that the Employee relocate to another location. The costs associated with relocation will be at the Company's expense as determined by the corporate relocation policy or as by mutual consent.


ARTICLE 6
COMPENSATION Section 6.1 Salary.


The Employee shall receive an annual salary of $267,000 CAD. The Employee's salary shall be payable twice monthly and shall be less all statutory source deductions. The Employee's salary will be reviewed annually beginning January 2004.


Section 6.2 Stock Option Grant.


The Employee will be granted options for 30,000 shares of common stock in ANSYS Inc., subject to approval by the ANSYS Inc. Board of Directors. These stock option shares will have a four-year vesting schedule and all rights in respect thereof will be governed by the applicable stock option plan. Option price for the shares will be market value at the time of formal Board of Directors approval.


Section 6.3 Benefits.


The Employee shall be eligible to participate in the group insurance and benefits plans set forth in Exhibit B attached hereto (the "Current Plans") in accordance with the terms of the Current Plans. In the event that the Company establishes group insurance or benefit plans (the "New Plans") which are different from the Current Plans, the Employee shall at the time the Company institutes such New Plans, participate in the New Plans, subject to the terms thereof. In the unforeseen event the benefits provided under the New Plans, in the aggregate are materially worse than the benefits provided under the Current Plans, in the aggregate, the Company will provide a mutually agreeable benefit supplement to Employee.


In the event of termination of the Employee's employment by the Company pursuant to Section 10.4(a) or 10.5 hereof, the benefit coverage provided to the Employee pursuant to the Current Plans or the New Plans, as applicable, shall, to the extent that the Current Plans or New Plans so permit, excluding LTD and STD coverage (except as specifically required by statute), continue for the period of notice and the twelve (12) month period of severance pay required to be provided by the Company pursuant to Section 10.4(a) or Section 10.5 hereof or such greater period as may be required by applicable employment standards legislation.


Section 6.4 Bonus.


In addition to the salary specified in Section 6.1 hereof, the Employee has the opportunity to participate in the ANSYS Inc. Executive Variable Compensation Plan in accordance with the terms of such plan, which plan will be issued for each fiscal year. The parties acknowledge and agree that the nature, type or quantum of bonus shall be set out in the plan for each fiscal year and shall be selected at the sole discretion of the Board of Directors of ANSYS Inc. and may vary from year to year.


Bonuses are paid on an earned quarterly basis. Employee participation will commence in Q2 2003 (April 1, 2003). If the Company terminates the Employee for any reason during the fiscal year no prorated bonus shall be deemed earned except in respect of a completed quarter prior to the termination. The 30 day period of notice of termination that is given in accordance with Section 10.4(a) shall be utilized in determining any right to the bonus under the plan but no other period of notice or severance which is given under this Agreement shall be utilized in determining any right to the bonus.


In addition to the above bonus plan eligibility, the Company will issue, April 1, 2003, a one time $US5,000 bonus, less all statutory source deductions, as a means to offset current internal equity issues relative to the Employee's current base salary.


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Recognizing bonus eligibility and timing issues relative to the Employee's current annual bonus program with AEA Canada, the Employee remains eligible for the annual bonus payout under that program for fiscal period beginning April 1, 2002 thro ...