4.be entered into in good faith and not as part of a plan or scheme to evade the prohibitions of Section 10(b) or Rule 100億.5 of the Exchange Act (once the Rule 10b5-1 Plan has been entered into, the Insider entering into the plan must act in good faith with respect to the plan); and
5.be pre-approved by both Compliance Officers.
Any deviation from, or alteration to, the specifications of an approved Rule 10b5-1 Plan (including, without limitation, the amount, price or timing of a purchase or sale) must be reported immediately to a Compliance Officer.
A Compliance Officer may refuse to approve a plan, arrangement or trading instruction, as he or she deems appropriate, including, without limitation, if he or she determines that such plan, arrangement or trading instruction does not satisfy the requirements of Rule 10b5-1. A Compliance Officer may consult with the Company’s outside legal counsel before approving a plan, arrangement or trading instruction. If a Compliance Officer does not approve an Insider’s plan, arrangement or trading instruction, such Insider must adhere to the pre-clearance procedures and trading windows set forth above until such time as a plan, arrangement or trading instruction is approved.
Any modification of an Insider’s prior Rule 10b5-1 Plan requires pre-approval by a Compliance Officer. Such modification must occur during a trading window and while such Insider is not aware of material, nonpublic information. Such modification must be made in good faith and not as part of a plan or scheme to evade the prohibitions of Section 10(b) or Rule 100億.5 of the Exchange Act. Any modification to the amount, price or timing of the purchase or sale of the Company’s securities will generally be considered a termination of such plan and the adoption of a new plan. A Compliance Officer may reject any requests for modification of an existing Rule 10b5-1 Plan in his or her discretion.
Any Designated Insider wishing to participate in the ESPP must, during an open window, follow the steps outlined in Section IV.D.1 above. In addition to the certifications specified in Section IV.D.1.b, the Designated Insider (the 「Electing Designated Insider」) shall submit to DCI-Trade- Request@ansys.com: (1) a statement of his or her intention to enroll in the ESPP during the next ESPP election period and (2) his or her desired percentage enrollment level. The Stock Administrator will maintain a record of all such ESPP election submissions made by Electing Designated Insiders (the 「ESPP Elections」). Three days prior to the expiration of each ESPP enrollment period, the Stock Administrator shall review the ESPP Elections and, to the extent any Electing Designated Insider has not at that time submitted a valid ESPP Election, or has submitted an ESPP Election at an enrollment level different than the relevant ESPP Election, the Stock Administrator shall notify and inform the relevant Electing Designated Insider. The Electing Designated Insider shall then promptly submit an election consistent with his or her ESPP Election prior to the end of the relevant ESPP enrollment period.
2.Exercise of Stock Options. The trading prohibitions and restrictions set forth in this Policy do not apply to the exercise of an employee stock option through a cash only exercise in which there are no transactions in the market. However, such a transaction is subject to the Section 16 reporting requirements for those applicable Insiders and, therefore, these applicable Insiders must comply with the post-trade reporting requirement described in Section IV.I below for any such transaction. In addition, the securities acquired upon the exercise of an option to purchase Company securities are subject to the above procedures and all other requirements of this Policy. In particular, such securities may not be sold by Designated Insiders except during a trading window, after pre-clearance from a Compliance Officer has been received. Moreover, this Policy applies to any sale of the Company’s securities to constitute part or all of the exercise price of an option, including any sale of the Company’s stock as part of a broker assisted cashless exercise of an option, or any other market sale of the Company’s stock for the purpose of generating the cash needed to pay the exercise price of an option.
3.Restricted Stock/Restricted Stock Unit Awards. This Policy does not apply to the vesting of restricted stock or restricted stock units, or the existence of a tax withholding right pursuant to which an employee may elect to have the Company withhold shares of the Company’s stock to satisfy tax withholding requirements upon the vesting of such awards. This Policy does apply, however, to any market sale of such stock.
H.FORMER EMPLOYEES: POST-TERMINATION TRANSACTIONS
Following the termination of any Insider’s service to, or employment with, the Company, such Insider is responsible for maintaining compliance with any legal, regulatory, or other restrictions related to trading. In addition, Section 16 imposes certain reporting obligations and short-swing trading restrictions on directors and executive officers that may survive termination of employment. Under Section 16(b), directors and executive officers must forfeit to the Company any 「short-swing」 profit deemed to be realized by such Insiders on a matched purchase and sale, or sale and purchase, of Company securities within any six-month period (if such purchase or sale was initiated prior to the Insiders termination of employment), unless one or both of the transactions are exempt from Section 16(b) liability.