ALTR Altair Engineering Inc

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Severance Agreements would automatically terminate if there has not been a termination without “cause” (as defined in the Severance Agreements) or resignation for “good reason” (as defined in the Severance Agreements) on or prior to the one-year anniversary of a “change in control” (as defined in the Severance Agreements).

If, during the period between the execution of the Severance Agreements and the one-year anniversary of a change in control, Mr. Scapa’s, Mr. Chouinard’s, Ms. Messano’s or Dr. Schramm’s employment is terminated by the Company other than for “cause” or by Mr. Scapa, Mr. Chouinard, Ms. Messano or Dr. Schramm, as applicable, for “good reason”, subject to the provisions regarding Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), summarized below, Mr. Scapa, Mr. Chouinard, Ms. Messano or Dr. Schramm, as applicable, generally would be entitled to the following (in lieu of any other severance payments to which each may be entitled):

an amount equal to his annual rate of base salary for one month for each full year of continuous service (or, for Ms. Messano, (i) an amount equal to her annual rate of base salary for four months if the termination occurs prior to her first anniversary of commencement of employment with the Company, (ii) an amount equal to her annual rate of base salary for three months if the termination occurs between the first and third anniversaries of commencement of her employment with the Company, or (iii) an amount equal to her annual rate of base salary for one month for each full year of continuous service if the termination occurs after the third anniversary of her commencement of employment with the Company), up to a maximum of twelve months (the “Severance Period”), with the Severance Period automatically equal to twelve months if such termination occurs after the Company has entered into a definitive agreement governing a “change in control,” but prior to consummation of such “change in control,” or on or within one year following the occurrence of a “change in control” (or, for Ms. Messano, with the Severance Period automatically equal to twelve months if such termination occurs from and after the “change in control” but prior to the one year anniversary of the occurrence of a “change in control”;

reimbursement for healthcare continuation payments under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for the duration of the Severance Period, subject to earlier termination if the applicable individual becomes eligible to obtain alternate healthcare coverage from a new employer or becomes ineligible for COBRA;

a pro-rata bonus, determined based on the executive’s target bonus for the year in which termination occurs (or, following a “change in control”, based on the greater of (i) the amount of the bonus that would have been received for the year in which termination occurs, or (ii) the target amount of the executive’s annual bonus for the calendar year prior to the year in which the “change in control” occurred), less any payment previously received with respect to such target bonus, payable in a cash lump sum;

solely with respect to Ms. Messano, 100% acceleration of any outstanding and unvested restricted stock unit awards in the Company; and

certain compensatory amounts that have accrued prior to termination.

To the extent any amount or benefit to be provided pursuant to the Severance Agreements or otherwise (collectively, the “Payments”) would be treated as an “excess parachute payment,” as that phrase is defined in Section 280G of the Code, then the amounts and benefits Mr. Scapa, Mr. Chouinard, Ms. Messano or Dr. Schramm would otherwise receive would either be (i) paid or allowed in full; or (ii) reduced (but not below zero) to the maximum amount which may be paid without causing any Payment to be nondeductible to the Company under Section 280G of the Code, or subject the executive to an excise tax under Section 4999 of the Code, whichever would result in the executive’s receipt, on an after-tax basis, of the greatest amount of Payments. No “gross-up” or comparable payment would be made with respect to taxes payable by the recipients of the Payments.

Mr. Scapa, Mr. Chouinard, Ms. Messano and Dr. Schramm would each be required to execute a general release in favor of the Company, as a condition to receiving the severance payments contained in the Severance Agreements, and to comply with customary post-employment covenants in favor of the Company, including non-competition, non-solicitation, and cooperation covenants.