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POWER OF ATTORNEY
The
undersigned hereby constitutes and appoints Deanna Osganian, the
undersigned’s true and lawful attorney-in-fact
to:
(1)
execute for and on
behalf of the undersigned, in the undersigned’s capacity as
an officer of PTC Inc. (the “Company”), Forms 3, 4, and
5 in accordance with Section 16(a) of the Securities Exchange Act
of 1934 and the rules thereunder:
(2)
do and perform any
and all acts for and on behalf of the undersigned which may be
necessary or desirable to complete and execute any such Form 3, 4,
or 5, complete and execute any amendment or amendments thereto, and
timely file such form with the United States Securities and
Exchange Commission and any stock exchange or similar authority;
and
(3)
take any other
action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by
such attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact’s discretion.
The
undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact’s substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney
and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned’s
responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
This
Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5
with respect to the undersigned’s holdings of and
transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 23rd day of March, 2017.
/s/Andrew
Miller
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Andrew
Miller
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