February 7, 2002
James E. Cashman III
c/o ANSYS, Inc.
275 Technology Drive
Canonsburg, PA  15317
Dear Jim:
Per our discussions and on behalf of the Board of Directors, I am pleased to
confirm the following details of your compensation package:
BASE SALARY:            For FY2002, you will be paid a base salary
                        of $300,000.00 per annum, effective January 1, 2002.
BONUS:                  Your annual target bonus for achieving agreed upon
                        objectives is $200,000.00. Such objectives will be
                        specified by the Board of Directors of ANSYS, Inc.
                        (The Board) and shall be mutually agreed upon. Your
                        performance against agreed upon objectives will be
                        reviewed semi annually (July 2002 and January 2003)
                        to determine appropriate bonus payment amount. The
                        Board may, in its discretion, award additional
                        bonus compensation for exceptional performance.
STOCK OPTIONS:          You will be granted eighty thousand (80,000) stock
                        option shares.
VACATION:               You are eligible for 20 days of vacation per annum.
                        Unused vacation time in any year, not to exceed 20
                        days on an aggregate and cumulative basis, may
                        accumulate for later use, subject to the
                        establishment of arrangements mutually satisfactory
                        to you and The Board. Upon termination, you shall
                        receive Base Salary in respect of each day of
                        accrued, but, unused vacation time, not to exceed
                        20 days.
CAR ALLOWANCE:          You are eligible for a car allowance of $600.00 per
                        month and you shall be reimbursed for all gas, oil,
                        maintenance and insurance.
LIFE INSURANCE:         ANSYS, Inc. will purchase on your behalf a term life
                        insurance policy providing a death benefit of
                        $2,000,000.00 in the event of your death and naming
                        such person or persons as you may designate as loss
                        payee or payees. The obligation to purchase and
                        maintenance of such life insurance policy, however,
                        shall be contingent upon your satisfactory
                        completion of all requirements in connection
                        therewith including without limitation a physical
                        examination. The annual premium payments for such
                        policy shall not exceed $10,000.00.
TERMINATION:            In the event of your "mutual consent" termination or
                        "involuntary" termination, except for "cause",
                        (definitions provided on attached document), ANSYS,
                        Inc. shall make payments at the rate of $300,000.00
                        per annum, subject to withholding to the extent
                        applicable, with such payments to be made
                        semi-monthly, in equal installments until the first
                        anniversary of the date of termination. ANSYS, Inc.
                        shall continue existing benefits (other than plans
                        that you may not participate as a matter of law
                        following the termination of employment) until the
                        first anniversary of the date of termination.
                        Additional termination contingencies to qualify for
                        provisions outlined in this document, include your
                        full and complete cooperation on all matters
                        pertaining to ANSYS, Inc. business, including but
                        not exclusive of press announcements, and legal
                        proceedings, etc. You will be held to all of the
                        provisions of the ANSYS, Inc. Employee Agreement
                        Regarding Inventions, Confidentiality and
                        Competitive Activities signed, by you, on September
                        9, 1997.
CHANGE OF CONTROL:      In the case of (a) the dissolution or liquidation of
                        the Company, (b) a merger, reorganization or
                        consolidation in which the Company is acquired by
                        another person or entity (other than a holding
                        company formed by the Company), (c) the sale of all
                        or substantially all of the assets of the Company
                        to another person or entity, or (d) the sale of all
                        of the outstanding stock of the Company to an
                        unrelated person or entity (in each case, a
                        "Transaction"), all assigned Stock Options shall
                        become fully vested upon the effective day of the
                        Transaction. These Stock Options shall terminate on
                        the effective date of the Transaction, unless
                        provision is made in the Transaction in the sole
                        discretion of the parties thereto for the
                        assumption of these Stock Options or the
                        substitution for these Stock Options of a new stock
                        option of the successor person or entity or a
                        parent or subsidiary thereof, with appropriate
                        adjustment as to the number and kind of shares and
                        the per share exercise price. In the event of such
                        termination, the Company shall give to the Optionee
                        written notice thereof at least fifteen (15) days
                        prior to the effective date of the Transaction.
                        During this fifteen-day period, the Optionee may
                        deliver to the Company a notice of exercise with
                        respect to all or any portion of such Stock
                        Options, including any portion that will become
                        fully vested upon the effective day of the
                        Transaction; provided, however, that (i) such
                        exercise shall be subject to the consummation of
                        the Transaction and (ii) the Optionee shall not be
                        required to deliver to the Company the exercise
                        price for such exercised stock option until the
                        effective date of such Transaction. After such
                        effective date and the termination of stock options
                        as set forth above, the Optionee may not exercise
                        Stock Options.
COMPENSATION REVIEW:      The Board will review your base salary and bonus
                        amounts at least annually (and not later than the
                        anniversary of this document) and may at their sole
                        discretion adjust the same for the ensuing year.
Jim, your contribution to the success of ANSYS, Inc. and the Board of
Director's desire to ensure you are rewarded for your efforts has driven the
development of the above outlined provisions. Please recognize our appreciation
for all you have and will continue to do for ANSYS, Inc.
/s/ Peter J. Smith