AMENDED AND RESTATED EXECUTIVE AGREEMENT
This Amended and Restated Executive Agreement dated as of May 7, 2010 by and between Parametric Technology
Corporation, a Massachusetts corporation (the “Company”), and James Heppelmann (the “Executive”) further amends and, as
so amended restates, the Amended and Restated Executive Agreement dated as of June 26, 2008 by and between the Company
and the Executive (the “Current Agreement”), effective as of October 1, 2010 (the “Commencement Date”).
WHEREAS, the Executive is the President and Chief Operating Officer of the Company;
WHEREAS, the Executive has been appointed President and Chief Executive Officer of the Company commencing on the
WHEREAS, the Company and the Executive desire to provide for the Executive’s compensation during his employment
beginning on the Commencement Date and make changes to the payments and benefits to be provided to the Executive if his
employment with the Company is terminated without cause or if certain other events occur on or after the Commencement Date,
as described herein;
NOW, THEREFORE, the Company and the Executive hereby agree as follows:
For the purposes of this Agreement:
(a) “Board” means the Company’s board of directors.
(b) “Code” means the U.S. Internal Revenue Code of 1986, as amended.
(c) “Cause” means
(i) the Executive’s willful and continued failure to substantially perform his duties to the Company (other than any
such failure resulting from the Employee’s incapacity due to physical or mental illness), provided that the Company has
delivered a written demand for performance to the Executive specifically identifying the manner in which the Company believes
that the Executive has not substantially performed his duties and the Executive does not cure such failure within thirty (30) days
after such demand;
(ii) willful conduct by the Executive which is demonstrably and materially injurious to the Company;
(iii) the Executive’s conviction of, or pleading o