Exhibit 10.51


 


AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


This Amended and Restated
Employment Agreement (the “Agreement”) is made and entered into effective as of
June 2, 2008 by and between Chi-Foon Chan (the “Employee”) and Synopsys, Inc.,
a Delaware corporation (the “Company”), and amends and restates the Employment
Agreement between the parties dated October 1, 1997 as amended by the
First Amendment to the Employment Agreement dated March 23, 2006.


 


R E C I T A L S


 


A.                                   The Employee is and has been employed by
the Company and is currently the Company’s President and Chief Operating
Officer.


 


B.                                     The Company and the Employee desire to
enter into this Agreement to provide additional financial security and benefits
to the Employee and to encourage the Employee to continue his employment with
the Company.


 


C.                                     Certain capitalized terms used in the
Agreement are  defined in Section 7
below.


 


A G R E E M E N T


 


In consideration of the
mutual covenants herein contained, and in consideration of the continuing employment
of the Employee by the Company, the parties agree as follows:


 


1.                                       Duties and Scope of Employment.


 


(a)                                  Position.  The Company
shall employ the Employee in the position of President and Chief Operating
Officer, as such position has been defined in terms of responsibilities and
compensation as of the effective date of this Agreement; provided, however,
that the Board of Directors (the “Board”) shall have the right, at any time
prior to the occurrence of a Change of Control, to revise such responsibilities
and compensation as the Board in its discretion may deem necessary or
appropriate.  The Employee shall comply
with and be bound by the Company’s operating policies, procedures and practices
from time to time in effect during his employment.  During the term of the Employee’s employment
with the Company, the Employee shall continue to devote his full time, skill
and attention to his duties and responsibilities, and shall perform them
faithfully, diligently and competently, and the Employee shall use his best
efforts to further the business of the Company and its affiliated entities.


 


2.                                       Base Compensation.  The Company
shall pay the Employee as compensation for his services a base salary at an
annualized rate in an amount to be determined from time to time by the Board or
the Compensation Committee of the Board. 
Such salary shall be paid periodically in accordance with normal Company
payroll practices.  The annualized
compensation specified in


 

















 


this Section 2, as
such compensation may be increased or decreased by the Board or the
Compensation Committee, is referred to in this Agreement as “Base
Compensation.”


 


3.                                       Annual Incentive.  Beginning
with the Company’s current fiscal year and for each fiscal year thereafter
during the term of this Agreement, the Employee shall be eligible to receive
additional cash compensation under the Company’s annual incentive plan (the
“Annual Incentive”) based upon specific financial and/or other targets approved
by the compensation committee of the Board (the “Target Incentive”).  The Annual Incentive payable hereunder shall
be payable in accordance with the Company’s normal practices and policies
pursuant to the terms of the annual incentive plan.


 


4.                                       Employee Benefits.  The Employee
shall be eligible to participate in the employee benefit plans and executive
compensation programs maintained by the Company applicable to other key
executives of the Company, including (without limitation) retirement plans,
savings or profit-sharing plans, stock option, incentive or other bonus plans,
life, disability, health, accident and other insurance programs, paid
vacations, and similar plans or programs, subject in each case to the generally
applicable terms and conditions of the applicable plan or program in question
and to the sole determination of the Board or any committee administering such
plan or program.


 


5.                                       Employment Relationship.  The Company
and the Employee acknowledge that the Employee’s employment is and shall
continue to be at-will, as defined under applicable law.  If the Employee’s employment terminates for
any reason, the Employee shall not be entitled to any payments, benefits,
damages, awards or compensation other than as provided by this Agreement, or as
may otherwise be available in accordance with the Company’s established
employee plans and policies at the time of termination.


 


6.                                       Severance Benefits.


 


(a)                                  Termination Following A Change of Control. 
If the Employee’s employment with the Company terminates at any time
within twenty-four (24) months after a Change of Control, then the Employee
shall be entitled to receive severance benefits as follows:


 


(i)                                     Involuntary Termination. 
If the Employee’s employment terminates as a result of Involuntary
Termination other than for Cause, the Employee shall be entitled to receive a
severance payment equal to the sum of (x) two times the Employee’s Base
Compensation for the Company’s fiscal year then in effect or if greater, two
times the Employee’s Base Compensation for the Company’s fiscal year
immediately preceding the Termination Date, plus (y) two times the
Employee’s Target Incentive for the fiscal year then in effect (or, if no
Target Incentive is in effect for such year, the highest Target Incentive in
the three (3) preceding fiscal years). 
Any severance payments to which the Employee is entitled pursuant to
this Section 6(a)(i) shall be paid to the Employee (or to the
Employee’s estate or beneficiary in the event of the Employee’s death) in a
lump sum not later than fifteen (15) days following the Employee’s
Involuntary Termination, but in no event later than the 15th day of
the third month following the end of the fiscal year in which the Employee’s
Involuntary Termination occurs.


 

















 


(ii)                                  Voluntary Resignation; Termination For
Cause.  If the Employee voluntarily resigns from the
Company without Good Reason, or if the Company terminates the Employee’s
employment for Cause, then the Employee shall not be entitled to receive
severance or other benefits except for those (if any) to which he may be
entitled under the Company’s then existing severance and benefits plans and
policies at the time of such resignation or termination.


 


(iii)                               Disability; Death. 
If the Company terminates the Employee’s employment as a result of the
Employee’s Disability, or if the Employee’s employment terminates due to the
death of the Employee, then the Employee shall not be entitled to receive
severance or other benefits except for those (if any) to which he may be
entitled under the Company’s then existing severance and benefits plans and
policies at the time of such Disability or death.


 


(b)                                 Equity Awards. 
In the event the Employee is entitled to severance benefits pursuant to Section 6(a)(i),
then in addition to such severance benefits, the unvested portion of any stock
option(s) or other equity awards held by the Employee under the Company’s
stock option plans and other equity compensation plans or instruments shall
vest and become exercisable in full, and the Employee shall have the right to
exercise such additional vested portion of such stock option(s) or other
equity awards at the time the Employee becomes entitled to the benefits under Section 6(a)(i).  Any equity award that vests pursuant to this Section 6(b) shall
be paid not later than the 15th day of the third month following the
fiscal year in which the Employee’s Involuntary Termination occurs.


 


(c)                                  Termination Apart from a Change of
Control.  If the Employee’s employment with the Company
terminates either prior to the occurrence of a Change of Control or after the
twenty-four (24) month period following a Change of Control, then the Employee
shall be entitled to receive severance benefits as follows:


 


(i)                                     Involuntary Termination. 
If the Employee’s employment terminates as a result of Involuntary
Termination other than for Cause, the Employee shall be entitled to receive a
severance payment in an amount equal to the Employee’s Base Compensation for
the Company’s fiscal year then in effect or if greater, the Employee’s Base
Compensation for the Company’s fiscal year immediately preceding the
Termination Date.  Such severance payment
shall be paid to the Employee (or to the Employee’s estate or beneficiary in
the event of the Employee’s death) in a lump sum within fifteen (15) days
following the Employee’s Involuntary Termination, but in no event later than
the 15th day of the third month following the end of the fiscal year
in which the Employee’s Involuntary Termination occurs.  In addition, provided the Employee does not
engage in Misconduct during the period beginning on the Employee’s Termination
Date and ending on the date six (6) months after the Employee’s
Termination of Employment, the Employee shall be entitled to receive an
additional payment from the Company in an amount equal to the Employee’s Target
Incentive for the Company’s fiscal year then in effect (or, if no Target
Incentive is in effect for such year, the highest Target Incentive in the three
(3) preceding fiscal years).  Any
such additional payment shall be paid to the Employee in a lump sum on the date
that is six (6) months after the Employee’s Termination of Employment.


 


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(ii)                                  Voluntary Resignation; Termination for
Cause.  If the Employee voluntarily resigns from the
Company (other than a resignation that is an Involuntary Termination), or if
the Company terminates the Employee’s employment for Cause, then the Employee
shall not be entitled to receive severance or other benefits except for those,
if any, as may then be established under the Company’s then-existing severance
and benefits plans and policies at the time of such resignation or termination.


 


(iii)                               Disability; Death. 
If the Company terminates the Employee’s employment as a result of the
Employee’s Disability, or if the Employee’s employment terminates due to the
death of the Employee, then the Employee shall not be entitled to receive
severance or other benefits except for those (if any) as may then be
established under the Company’s then-existing severance and benefit plans and
policies at the time of such Disability or death.


 


(d)                                 Medical Benefits. 
In the event the Employee is entitled to severance benefits pursuant to Section 6(a)(i) or
Section 6(c)(i), then in addition to such severance benefits the Company
shall pay the Employee a lump sum payment in an amount equivalent to the
reasonably estimated cost the Employee may incur to extend for a period of
eighteen (18) months (twelve (12) months in the case of a termination pursuant
to Section 6(c)(i)) under the COBRA continuation laws the Employee’s group
health and dental plan coverage in effect on the Termination Date.  The Employee may use this payment, as well as
any other payment made under this Section 6, for such continuation
coverage or for any other purpose. Such payment will be made on the date that is
six (6) months after the Employee’s Termination of Employment.


 


(e)                                  Release. Notwithstanding any other provision of this Section 6,
no amounts shall be payable pursuant to this Section 6 unless (i) the
Employee has delivered to the Company a waiver and release of claims in favor
of the Company, in form and substance satisfactory to the Company, and (ii) such
release has become effective not later than the 15th day of the
third month following the end of the fiscal year in which the Employee’s
Involuntary Termination occurs.


 


(f)                                    No
Participation In The Synopsys, Inc. Executive Change of Control Severance
Benefit Plan, established effective March 23, 2006.    It is agreed that the severance benefits
described in this Agreement are in lieu of the severance benefits described in
The Synopsys, Inc. Executive Change of Control Severance Benefit Plan, as
effective March 24, 2006 (the “Plan”), and that Employee will not be
eligible to participate in the Plan.


 


(g)                                 Application of Section 409A.   If (i) any severance
benefits provided under this Agreement fail to satisfy the distribution
requirement of Section 409A(a)(2)(A) of the Internal Revenue Code of
1986, as amended (the “Code”) as a result of the application of Section 409A(a)(2)(B)(i) of
the Code, the payment of such benefits shall be delayed to the minimum extent
necessary so that such benefits are not subject to the provisions of Section 409A(a)(1) of
the Code.  The Company may attach
conditions to or adjust the amounts paid pursuant to this Section 6(g) to
preserve, as closely as possible, the economic consequences that would have
applied in the


 


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absence
of this Section 6(g); provided, however, that no such condition shall
result in the payments being subject to Section 409A(a)(1) of the
Code.


 


(h)                                 Parachute
Payments.  Except as
otherwise provided in an agreement between Employee and the Company, if any
payment or benefit the Employee would receive in connection with a Change of
Control from the Company or otherwise (“Payment”) would (i) constitute a
“parachute payment” within the meaning of Section 280G of the Code, and (ii) but
for this sentence, be subject to the excise tax imposed by Section 4999 of
the Code (the “Excise  Tax”), then such Payment shall be equal to the
“Reduced Amount.” 
The Reduced Amount shall be either (x) the largest portion of the
Payment that would result in no portion of the Payment being subject to the
Excise Tax, or (y) the largest portion, up to and including the total, of
the Payment, whichever amount, after taking into account all applicable
federal, state and local employment taxes, income taxes, and the Excise Tax
(all computed at the highest applicable marginal rate), results in the
Employee’s receipt, on an after-tax basis, of the greater amount of the Payment
notwithstanding that all or some portion of the Payment may be subject to the
Excise Tax. If a reduction or elimination in payments or benefits constituting
“parachute payments” is necessary so that the Payment equals the Reduced
Amount, reduction shall occur in the following order unless the Employee elects
in writing a different order (provided, however, that such election shall be
subject to Company approval if made on or after the date on which the event
that triggers the Payment occurs): (1) reduction of cash payments; (2) cancellation
of accelerated vesting of equity awards other than stock options; (3) cancellation
of accelerated vesting of stock options; and (4) reduction of other
benefits paid to Employee. If acceleration of vesting of compensation from
Employee’s equity awards is to be reduced, such acceleration of vesting shall
be cancelled by first canceling such acceleration for the vesting installment
that will vest last and continuing by canceling as a first priority such
acceleration for vesting installment with the latest vesting unless the
Employee elects in writing a different order for cancellation prior to any
Change of Control.


 


7.                                       Definition of Terms.  The following
terms referred to in this Agreement shall have the following meanings:


 


(a)                                  Cause.  “Cause” shall
mean (i) any act of personal dishonesty taken by the Employee in
connection with his responsibilities as an employee and intended to result in
substantial personal enrichment of the Employee, (ii) conviction of a
felony that is injurious to the Company, (iii) a willful act by the
Employee which constitutes gross misconduct and which is injurious to the
Company, or (iv) continued violations by the Employee of the Employee’s
obligations under Section 1 of this Agreement that are demonstrably
willful and deliberate on the Employee’s part after there has been delivered to
the Employee a written demand for performance from the Company which describes
the basis for the Company’s belief that the Employee has not substantially
performed his duties.


 


(b)                                 Change of Control. 
“Change of Control” shall mean the occurrence of any of the following
events:


 


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(i)                                     The acquisition by any “person” (as such
term is used in Sections 13(d) and 14(d) of the Exchange Act)
(other than the Company or a person that directly or indirectly controls, is
controlled by, or is under common control with, the Company) of the “beneficial
ownership” (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or
more of the total voting power represented by the Company’s then outstanding
voting securities; or


 


(ii)                                  A change in the composition of the Board
of Directors of the Company occurring within a two-year period, as a result of
which fewer than  a majority of the
directors are Incumbent Directors. 
“Incumbent Directors” shall mean directors who either (A) are
directors of the Company as of the date hereof, or (B) are elected, or
nominated for election, to the Board of Directors of the Company with the
affirmative votes of at least a majority of the Incumbent Directors at the time
of such election or nomination (but shall not include an individual not
otherwise an Incumbent Director whose election or nomination is in connection
with an actual or threatened proxy contest relating to the election of
directors to the Company); or


 


(iii)                               A merger or consolidation of the Company
with any other corporation, other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least fifty percent
(50%) of the total voting power represented by the voting securities of the
Company or such surviving entity outstanding immediately after such merger or
consolidation, or the approval by the stockholders of the Company of a plan of
complete liquidation of the Company or of an agreement for the sale or
disposition by the Company of all or substantially all the Company’s assets.


 


(c)                                    Disability.  “Disability”
shall mean that the Employee has been unable to substantially perform his
duties under this Agreement as the result of his incapacity due to physical or
mental illness, and such inability, at least 26 weeks after its commencement,
is determined to be total and permanent by a physician selected by the Company
or its insurers and acceptable to the Employee or the Employee’s legal
representative (such Agreement as to acceptability not to be unreasonably
withheld).


 


(d)                                   Exchange Act. 
“Exchange Act” shall mean the Securities Exchange Act of 1934, as
amended.


 


(e)                                    Good Reason. 
“Good Reason” shall mean any of the following actions undertaken without
the Employee’s consent: (i) a significant reduction of the Employee’s duties,
authority or responsibilities relative to his duties, authority or
responsibilities immediately prior to such reduction, (ii) a requirement that
the Employee report to another employee or officer of the Company rather than
to its Chief Executive Officer; (iii) a reduction by at least five (5)% in the
Employee’s Base Compensation; (iv) a relocation of the Employee’s primary place
of business to a location more than fifty (50) miles


 


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from the Employee’s
primary place of business immediately prior to such relocation; or (v) a
material breach of this agreement by the Company or any successor.


 


(f)                                      Involuntary Termination. 
“Involuntary Termination” shall mean (i) any Termination of
Employment of the Employee by the Company which is not effected for Disability
or for Cause, or for which the grounds relied upon are not valid; (ii) the
failure of the Company to obtain the assumption of this agreement by any
successors contemplated in Section 8 below or (iii) the Employee’s
resignation for Good Reason, provided that the Employee’s Termination of
Employment occurs not later than two (2) years from the initial occurrence
of such Good Reason, the Employee has provided notice to the Company of the
event constituting Good Reason within ninety (90) days of its initial
occurrence and the Company has had at least thirty (30) days to cure the Good
Reason event and has failed to do so.


 


(g)                                   Misconduct.  “Misconduct”
shall mean conduct on the part of the Employee that is inimical, contrary or
harmful to the interests of the Company, including, but not limited to:  (i) conduct related to the Employee’s
employment for which criminal or civil penalties against the Employee may be
sought, (ii) willful violation of the Company’s written policies, (iii) unauthorized
disclosure of confidential information or trade secrets of the Company, (iv) engaging
(directly or indirectly) in any business activity that is directly competitive
with the Company’s business; or (v) disparagement, defamation or slander
of the Company.


 


(h)                                   Termination Date. 
“Termination Date” shall mean (i) if the Employee’s employment is
terminated by the Company for Disability, thirty (30) days after notice of
termination is given to the Employee (provided that the Employee shall not have
returned to the performance of the Employee’s duties on a full-time basis
during such thirty (30)-day period), (ii) if the Employee’s employment is
terminated by the Company for any other reason, the date on which the Company
delivers notice of termination to the Company or such later date, not to exceed
ninety (90) days, specified in the notice of termination, or (iii) if the
Agreement is terminated by the Employee, the date on which the Employee
delivers notice of termination to the Company.


 


  (i)                                     Termination of Employment. 
“Termination of Employment” shall mean “separation from service” within
the meaning of Section 409A of the Code and Section 1.409A-1(h) of
the regulations promulgated under the Code or any successor regulations.


 


8.                                         Successors.


 


(a)                                  Company’s Successors. 
Any successor to the Company (whether direct or indirect and whether by
purchase, lease, merger, consolidation, liquidation or otherwise) to all or
substantially all of the Company’s business and assets shall assume the
obligations under this Agreement and agree expressly to perform the obligations
under this Agreement in the same manner and to the same extent as the Company
would be required to perform such obligations in the absence of a
succession.  For all purposes under this
Agreement, the term “Company” shall include any successor to the Company’s
business and assets which executes and delivers the


 


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assumption
agreement described in this Section 9(a) or which becomes bound by
the terms of this Agreement by operation of law.


 


(b)                                   Employee’s Successors.  The terms of
this Agreement and all rights of the Employee hereunder shall inure to the
benefit of, and be enforceable by, the Employee’s personal or legal
representatives, executors, administrators, successors, heirs, devisees and
legatees.


 


9.                                         Notice.


 


(a)                                    General.  Notices and
all other communications contemplated by this Agreement shall be in writing and
shall be deemed to have been duly given when personally delivered or when
mailed by U.S. registered or certified mail, return receipt requested and
postage prepaid.  In the case of the Employee,
mailed notices shall be addressed to him at the home address which he most
recently communicated to the Company in writing.  In the case of the Company, mailed notices
shall be addressed to its corporate headquarters, and all notices shall be
directed to the attention of its Secretary.


 


(b)                                   Notice of Termination.  Any
termination by the Company for Cause or by the Employee as a result of an
Involuntary Termination shall be communicated by a notice of termination to the
other party hereto given in accordance with Section 10(a) of this
Agreement.  Such notice shall indicate
the specific termination provision in this Agreement relied upon, shall set
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination under the provision so indicated, and shall specify the
Termination Date (which shall be not more than ninety (90) days after the
giving of such notice).  The failure by
the Employee to include in the notice any fact or circumstance which
contributes to a showing of Involuntary Termination shall not waive any right
of the Employee hereunder or preclude the Employee from asserting such fact or
circumstance in enforcing his rights hereunder.


 


10.                                 Miscellaneous Provisions.


 


(a)                                    No Duty to Mitigate.  The Employee
shall not be required to mitigate the amount of any payment contemplated by
this Agreement (whether by seeking new employment or in any other manner), nor
shall any such payment be reduced by any earnings that the Employee may receive
from any other source.


 


(b)                                   Waiver.  No provision
of this Agreement shall be modified, waived or discharged unless the
modification, waiver or discharge is agreed to in writing and signed by the
Employee and by an authorized officer of the Company (other than the
Employee).  No waiver by either party of
any breach of, or of compliance with, any condition or provision of this
Agreement by the other party shall be considered a waiver of any other
condition or provision or of the same condition or provision at another time.


 


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(c)                                    Whole Agreement.  No
agreements, representations or understandings (whether oral or written and
whether express or implied) which are not expressly set forth in this Agreement
have been made or entered into by either party with respect to the subject
matter hereof.


 


(d)                                   Choice of Law.  The validity,
interpretation, construction and performance of this Agreement shall be
governed by the laws of the State of California.


 


(e)                                    Severability.  The
invalidity or unenforceability of any provision or provisions of this Agreement
shall not affect the validity or enforceability of any other provision hereof,
which shall remain in full force and effect.


 


(f)                                      Arbitration.  Any dispute or
controversy arising out of, relating to or in connection with this Agreement
shall be resolved to the fullest extent permitted by law by final, binding and
confidential arbitration in San Jose, California, in accordance with the
National Rules for the Resolution of Employment Disputes of the American
Arbitration Association (“AAA”) then in effect, as consistent with applicable
law.  By agreeing to this arbitration
procedure, Employee and the Company both agree 
to waive the right to resolve any such dispute through a trial by jury,
judge or administrative proceeding.  The
arbitrator shall: (a) have the authority to compel adequate discovery for
the resolution of the dispute and to award such relief as would otherwise be
permitted by law; and (b) issue a written arbitration decision, to include
the arbitrator’s essential findings and conclusions and a statement of the
award.  The arbitrator shall be
authorized to award any or all remedies that Employee or the Company would be
entitled to seek in a court of law.  The
Company shall pay all AAA arbitration fees in excess of the amount of court
fees that would be required if the dispute were decided in a court of law.
Judgment may be entered on the arbitrator’s award in any court having
jurisdiction.


 


(g)                                   No Assignment of Benefits. 
The rights of any person to payments or benefits under this Agreement
shall not be made subject to option or assignment, either by voluntary or
involuntary assignment or by operation of law, including (without limitation)
bankruptcy, garnishment, attachment or other creditor’s process, and any action
in violation of this Section 11(g) shall be void.


 


(h)                                   Employment Taxes.  All payments
made pursuant to this Agreement will be subject to withholding of applicable
income and employment taxes.


 


(i)                                       Assignment by Company.  The Company
may assign its rights under this Agreement to an affiliate, and an affiliate
may assign its rights under this Agreement to another affiliate of the Company
or to the Company; provided, however, that no assignment shall be made if the
net worth of the assignee is less than the net worth of the Company at the time
of assignment.  In the case of any such
assignment, the term “Company” when used in a section of this Agreement shall
mean the corporation that actually employs the Employee.


 


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(j)                                       Counterparts.  This
Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together will constitute one and the same
instrument.


 


 


IN WITNESS
WHEREOF, each of the parties has executed this Agreement, in the case of the
Company by its duly authorized officer, as of the day and year first above
written.


 


 


	
  COMPANY:

  	
    SYNOPSYS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jan Collinson

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President,
  Human Resources and Facilities

  
	
   

  	
   

  
	
   

  	
   

  
	
  EMPLOYEE:

  	
  /s/ Chi-Foon Chan

  
				



 


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