Exhibit 10.1 

LOGICVISION, INC. 

AMENDED AND RESTATED CHANGE OF
CONTROL SEVERANCE AGREEMENT 

     This Amended and
Restated Change of Control Severance Agreement (this “Agreement”), is made and entered into by and between James T. Healy (the
“Executive”) and LogicVision, Inc., a Delaware corporation (the “Company”),
subject to and conditioned upon the closing of the acquisition of the Company by
Mentor Graphics Corporation (the “Mentor Graphics Acquisition”) pursuant to an
agreement and plan of merger by and among the Company, Mentor Graphics
Corporation and a wholly-owned subsidiary of Mentor Graphics Corporation (the
“Mentor Agreement”). This Agreement amends and restates the Change of Control
Agreement between the Executive and the Company previously made and entered into
effective as of November 11, 2008 (the “Original Agreement”). This Agreement
will become effective on the date of, but immediately prior to, the closing of
the Mentor Graphics Acquisition (the “Effective Date”). If the Mentor Agreement
is terminated in accordance with its terms such that the Mentor Graphics
Acquisition will not occur, this Agreement will be null and void and the
Original Agreement will remain in full force and effect. Certain capitalized
terms used in this Agreement are defined in Section 1 below. 

RECITALS 

     A. It is
expected that the Company from time to time will consider the possibility of a
Change of Control. The Board of Directors of the Company (the “Board”)
recognizes that such consideration can be a distraction to the Executive and can
cause the Executive to consider alternative employment opportunities.


     B. The Board
believes that it is in the best interests of the Company and its shareholders to
provide the Executive with an incentive to continue the Executive’s employment
and to maximize the value of the Company upon a Change of Control for the
benefit of its shareholders. 

     C. In
recognition of Executive’s service with the Company during which time
Executive’s leadership has been fundamental to the Company’s development and in
order to provide the Executive with enhanced financial security and sufficient
encouragement to remain with the Company notwithstanding the possibility of a
Change of Control, the Board believes that it is imperative to provide the
Executive with certain severance benefits upon the Executive’s termination of
employment in connection with a Change of Control. 

AGREEMENT 

     In
consideration of the mutual covenants herein contained and the continued
employment of the Executive by the Company, the parties agree as follows:


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


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          (a) Cause. “Cause” shall mean
(i) commission of a felony, an act involving moral turpitude, or an act
constituting common law fraud, and which has a material adverse effect on the
business or affairs of the Company or its affiliates or stockholders; (ii)
intentional or willful misconduct or refusal to follow the lawful instructions
of the Board; or (iii) intentional breach of Company confidential information
obligations which has an adverse effect on the Company or its affiliates or
stockholders. For these purposes, no act or failure to act shall be considered
“intentional or willful” unless it is done, or omitted to be done, in bad faith
without a reasonable belief that the action or omission is in the best interests
of the Company. 

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


               (i) the approval by the shareholders of the Company of a plan of
complete liquidation or dissolution of the Company or the closing of a sale or
disposition by the Company of all or substantially all of the Company’s assets,
other than a sale or disposition to a subsidiary of the Company or to an entity,
the voting securities of which are owned by the stockholders of the Company in
substantially the same proportions as their ownership of the Company’s voting
securities immediately prior to such sale or disposition; 

               (ii) 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 directly or indirectly (either by remaining outstanding
or by being converted into voting securities of the surviving entity) more than
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 

               (iii) any “person” (as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended) becoming the “beneficial
owner” (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.


     Notwithstanding the foregoing, the term “Change of Control” shall not be
deemed to have occurred if the Company files for bankruptcy protection, or if a
petition for involuntary relief is filed against the Company. 

          (c) Involuntary
Termination. “Involuntary Termination” shall
mean: 

               (i) without the Executive’s express written consent, a material
reduction in the Executive’s authority, duties or responsibilities relative to
the Executive’s authority, duties or responsibilities in effect immediately
prior to the Change of Control provided that no such material reduction shall be
deemed to occur solely by reason of the Company becoming a subsidiary or
division of an acquiring entity; 

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               (ii) without the Executive’s express written consent, a material
reduction by the Company of the Executive’s base compensation as in effect
immediately prior to the Change of Control; 

               (iii) without the Executive’s express written consent, the
relocation of the Executive’s principal place of employment to a facility or a
location more than fifty (50) miles from the Executive’s current location;


               (iv) any termination of the Executive by the Company which is not
effected for Cause; or 

               (v) the failure of the Company to obtain the assumption of this
Agreement or any other agreement between the Company and Executive by any
successors contemplated in Section 7 below. 

     A
termination shall not be considered an “Involuntary Termination” unless the
Executive provides notice to the Company of the existence of the condition
described in subsections (i), (ii), (iii) or (v) above within ninety (90) days
of the initial existence of such condition, and the Company fails to remedy the
condition within thirty (30) days following the receipt of such
notice.

          (d) Termination Date.
“Termination Date” shall mean the effective date of any notice of termination
delivered by one party to the other hereunder. 

     2. Term of Agreement. This Agreement
shall terminate upon the date that all obligations of the parties hereto under
this Agreement have been satisfied. 

     3. At-Will Employment. The Company and the Executive acknowledge that the
Executive’s employment is and shall continue to
be at-will, as defined under applicable law. 

     4. Severance Benefits. 

          (a) Involuntary Termination in Connection with a Change of
Control. If the Executive’s employment with
the Company terminates as a result of an Involuntary Termination on or at any
time within three (3) months before or twelve months (12) months after a Change
of Control, and the Executive signs and does not revoke a standard release of
claims with the Company in a form reasonably acceptable to the Company, then the
Executive shall be entitled to the following severance benefits (it being
understood that no such benefits shall accrue and be payable (or take effect, as
the case may be) unless and until a Change in Control occurs): 

               (i) 100% of the Executive’s annual base salary as in effect as of
the Termination Date, less applicable withholding, payable in a lump sum within
thirty (30) days of the Involuntary Termination or, if later, the Change in
Control; 

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               (ii) acceleration of the vesting and exercisability of all of the
Executive’s options to acquire common stock of the Company or its successor, or
the parent of either, to the extent outstanding, or of any deferred
compensation into which the Executive’s stock options were converted upon the
Change of Control; and 

               (iii) reimbursement by the Company of the group health continuation
coverage premiums for the Executive and the Executive’s eligible dependents
under Title X of the Consolidated Budget Reconciliation Act of 1985, as amended
(“COBRA”) as in effect through the lesser of (x) twelve (12) months from the
date of such termination, (y) the date upon which the Executive and the
Executive’s eligible dependents become covered under similar plans or (z) the
date the Executive no longer constitutes a “Qualified Beneficiary” (as such term
is defined in Section 4980B(g) of the Code); provided, however, that the
Executive will be solely responsible for electing such coverage within the
required time period; and provided further, however, that payment of the
reimbursement shall not be made prior to the Change in Control, but shall be
deferred and paid within thirty (30) days after the Change in Control.


          (b) Termination Apart from a Change of Control. If the Executive’s employment with the Company terminates
other than as a result of an Involuntary Termination on or within three (3)
months before or twelve (12) months after a Change of Control then the Executive
shall not be entitled to receive severance or other benefits hereunder.


          (c) Accrued Wages and Vacation; Expenses. Without regard to the reason for, or the timing of, the
Executive’s termination of employment: (i) the Company shall pay the Executive
any unpaid wages due for periods prior to the Termination Date; (ii) the Company
shall pay the Executive all of the Executive’s accrued and unused vacation
through the Termination Date; and (iii) following submission of proper expense
reports by the Executive, the Company shall reimburse the Executive for all
expenses reasonably and necessarily incurred by the Executive in connection with
the business of the Company prior to the Termination Date. These payments shall
be made promptly upon termination and within the period of time mandated by law.


     5. Limitation on Payments. In the event
that the severance and other benefits provided for in this Agreement or
otherwise payable to the Executive (i) constitute “parachute payments” within
the meaning of Section 280G of the Code and (ii) would be subject to the excise
tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive’s
benefits under this Agreement shall be either: 

          (a) delivered in full or


          (b) delivered as to such lesser extent which would result in no
portion of such benefits being subject to the Excise Tax,


whichever of the foregoing amounts, taking into account the
applicable federal, state and local income taxes and the Excise Tax, results in
the receipt by the Executive on an after-tax basis, of the greatest amount of
benefits, notwithstanding that all or some portion of such benefits may be
taxable under Section 4999 of the Code.

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     Unless the
Company and the Executive otherwise agree in writing, any determination required
under this Section 5 shall be made in writing by the Company’s independent
public accountants (the “Accountants”), whose determination shall be
conclusive and binding upon the Executive and the Company for all purposes. For
purposes of making the calculations required by this Section 5, the Accountants
may make reasonable assumptions and approximations concerning applicable taxes
and may rely on reasonable, good faith interpretations concerning the
application of Sections 280G and 4999 of the Code. The Company and the Executive
shall furnish to the Accountants such information and documents as the
Accountants may reasonably request in order to make a determination under this
Section 5. The Company shall bear all costs the Accountants may reasonably incur
in connection with any calculations contemplated by this Section 5. Any
reduction in benefits required pursuant to this Section 5 shall occur in the
order that provides the maximum economic benefit to the Executive. 

     6. Section 409A; Delayed Commencement of Benefits. Notwithstanding any provision to the contrary in this Agreement:


          (a) No cash severance and no Company-paid health care coverage
to which the Executive otherwise becomes entitled under this Agreement shall be
made or provided to the Executive prior to the earlier of (i) the expiration of
the six (6)-month period measured from the date of the Executive’s “separation
from service” with the Company (as such term is defined in Treasury Regulations
issued under Code Section 409A) or (ii) the date of the Executive’s death, if
the Executive is deemed at the time of such separation from service to be a
“specified employee” within the meaning of that term under Code Section 409A and
such delayed commencement is otherwise required in order to avoid a prohibited
distribution under Code Section 409A(a)(2). Upon the expiration of the
applicable Code Section 409A(a)(2) deferral period, all payments and benefits
deferred pursuant to this Section 6 (whether they would have otherwise been
payable in a single sum or in installments in the absence of such deferral)
shall be paid or reimbursed to the Executive in a lump sum, and any remaining
payments and benefits due under this Agreement shall be paid or provided in
accordance with the normal payment dates specified for them herein. The
Executive shall be entitled to interest on the deferred benefits and payments
for the period the commencement of those benefits and payments is delayed by
reason of Code Section 409A(a)(2), with such interest to accrue at the prime
rate in effect from time to time during that period and to be paid in a lump sum
upon the expiration of the deferral period.

          (b) The date of the Executive’s termination of employment for
purposes of determining the date that any payment or benefit which is treated as
nonqualified deferred compensation under Section 409A of the Code is to be paid
or provided (or in determining whether an exemption to such treatment applies),
shall be the date on which the Executive has incurred a “separation from
service” as such term is defined in Treasury Regulations issued under Code
Section 409A. 

          (c) In each case where this Agreement provides for the payment
of an amount that constitutes nonqualified deferred compensation under Section
409A to be made to the Executive within a designated period (e.g., within 30
days after the date of termination ) and such period begins and ends in
different calendar years, the exact payment date within such range shall be
determined by the Company, in its sole discretion, and the Executive shall have
no right to designate the year in which the payment shall be made. 

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     7. 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/or assets shall assume the Company’s
obligations under this Agreement and agree expressly to perform the Company’s
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/or assets which executes and
delivers the assumption agreement described in this subsection (a) or which
becomes bound by the terms of this Agreement by operation of law. 

          (b) Executive’s Successors.
Without the written consent of the Company, the Executive shall not assign or
transfer this Agreement or any right or obligation under this Agreement to any
other person or entity. Notwithstanding the foregoing, the terms of this
Agreement and all rights of the Executive hereunder shall inure to the benefit
of, and be enforceable by, the Executive’s personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees. 

     8. Notices. 

          (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 Executive, mailed notices shall be addressed to the
Executive at the home address which the Executive 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 Executive as a result of an
Involuntary Termination shall be communicated by a notice of termination to the
other party hereto given in accordance with this Section 8. 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 thirty (30) days after the giving
of such notice). The failure by the Executive to include in the notice any fact
or circumstance which contributes to a showing of Involuntary Termination shall
not waive any right of the Executive hereunder or preclude the Executive from
asserting such fact or circumstance in enforcing the Executive’s rights
hereunder, subject to the requirements of Section 1(c). 

     9. Non-Solicitation and
Non-Competition.

          (a) Non-Solicitation. Until the
date that is twelve (12) months from the date of termination of the Executive’s
employment with the Company, the Executive agrees and acknowledges that the
Executive shall not either directly or indirectly solicit, induce, attempt to
hire, recruit, encourage, take away, hire any employee
of the Company or cause an employee to leave his or her employment either for
the Executive or for any other entity or person. Upon any breach of this Section
9, all severance payments pursuant to this Agreement shall immediately cease.


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          (b) Non-Competition. Until the
date Executive ceases to provide services to the Company (or any parent or
subsidiary of the Company) or, if later, the date through which severance is
payable pursuant to Section 4, Executive agrees to not, directly or indirectly,
engage in (whether as an employee, consultant, agent, proprietor, principal,
partner, stockholder, corporate officer, director or otherwise), nor have any
ownership interest in or participate in the financing, operation, management or
control of, any person, firm, corporation or business that competes with Company
(or any parent or subsidiary of the Company); provided, however, that Executive
shall not be prohibited from owning, solely as an investment, up to 1% of the
stock of a publicly traded corporation or up to 5% of the equity of a
non-publicly traded company. 

     10. Arbitration. 

     Any
controversy involving the construction or application of any terms, covenants or
conditions of this Agreement, or any claims arising out of any alleged breach of
this Agreement, will be governed by the rules of the American Arbitration
Association and submitted to and settled by final and binding arbitration in
Santa Clara County, California, except that any alleged breach of the
Executive’s confidential information obligations shall not be submitted to
arbitration and instead the Company may seek all legal and equitable remedies,
including without limitation, injunctive relief.

     11. Miscellaneous
Provisions. 

          (a) No Duty to Mitigate. The
Executive shall not be required to mitigate the amount of any payment
contemplated by this Agreement, nor shall any such payment be reduced by any
earnings that the Executive may receive from any other source. 

          (b) Waiver. No provision of
this Agreement may be modified, waived or discharged unless the modification,
waiver or discharge is agreed to in writing and signed by the Executive and by
an authorized officer of the Company (other than the Executive). 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.


          (c) Integration. This Agreement
represents the entire agreement and understanding between the parties with
respect to the payment of severance or other benefits if the Executive’s
employment with the Company terminates as a result of an Involuntary Termination
within three months before or twelve (12) months following a Change of Control,
and supersedes all prior or contemporaneous agreements, whether written or oral,
with respect thereto, including, without limitation, the original agreement
between the parties dated as of February 15, 2006, and the subsequent agreement
between the parties effective as of November 11, 2008; provided, however, that
this Agreement does not supersede any agreement in respect of the payment of severance or other benefits in circumstances pursuant
to which benefits would not be payable hereunder. 

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          (d) Choice of Law. The
validity, interpretation, construction and performance of this Agreement shall
be governed by the internal substantive laws, but not the conflicts of law
rules, 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) Employment Taxes. All
payments made pursuant to this Agreement shall be subject to withholding of
applicable income and employment taxes. 

          (g) 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.


* * * 

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     IN WITNESS
WHEREOF, each of the parties has executed this Agreement, in the case of the
Company by its duly authorized officer or member of the Board of Directors, on
the dates show below. 

	COMPANY: 	LOGICVISION,
      INC. 
	 
	 			
		By: 	  	/s/ Gregg Adkin 
				Gregg Adkin 
		 		
		Title: 		Chairman of the Board 
		 		
		Date: 	 	May 6,
      2009 
	 
		 
	EXECUTIVE: 	/s/ James T. Healy 
		Signature
    
		 
		James T. Healy 
		Printed
      Name 
		 		
		Date: 	 	May 6,
      2009 



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