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                                                                    EXHIBIT 10.2


                                 SYNOPSYS, INC.

                          EMPLOYEE STOCK PURCHASE PLAN

                (As amended on August 1, 1999, January 11, 2001,
                      March 8, 2000 and February 28, 2001)

I.         PURPOSE

           The Synopsys, Inc. Employee Stock Purchase Plan (the "Plan") is
intended to provide Eligible Employees of the Company and one or more of its
Corporate Affiliates with the opportunity to acquire a proprietary interest in
the Company through the periodic application of their payroll deductions to the
purchase of shares of the Company's common stock.

II.        DEFINITIONS

           For purposes of plan administration, the following terms shall have
the meanings indicated.

           Base Salary means all compensation paid as wages, salaries,
commissions, overtime, and bonuses (other than bonuses subject to repayment as a
result of a specified future event), but excluding all of the following items
(even if included in taxable income): reimbursements, car allowances or other
expense allowances, severance pay, fringe benefits (cash and noncash), moving
expenses, deferred compensation, income attributable to stock options,
restricted stock grants, SARs and other equity-related incentive programs, and
welfare benefits.

           Code means the Internal Revenue Code of 1986, as amended from time to
time.

           Company means Synopsys, Inc., a Delaware corporation, and any
corporate successor to all or substantially all of the assets or voting stock of
Synopsys, Inc. which shall by appropriate action adopt the Plan.

           Common Stock means shares of the Company's common stock.

           Corporate Stock means shares of the Company's common stock.

           Corporate Affiliate means any company which is a parent or subsidiary
corporation of the Company (as determined in accordance with Code Section 424),
including any parent or subsidiary corporation which becomes such after the
Effective Date.

           Effective Date means the first day of the initial offering period
scheduled to commence upon the later of (i) February 1, 1992 or (ii) the
effective date of the S-8 Registration Statement covering the share of Common
Stock issuable under the Plan. However, for any Corporate Affiliate which
becomes a participating Company in the Plan after the first day of the initial
offering period, a subsequent Effective Date shall be designated with respect to
participation by its Eligible Employees.

           Eligible Employee means any person who is engaged, on a
regularly-scheduled basis of more than twenty (20) hours per week and more than
five (5) months per calendar year, in the rendition of personal services to the
Company or any other Participating Company for earnings considered wages under
Section 3121(a) of the Code.

           Enrollment Date has the meaning ascribed to it in Section V.A.

           Participant means any Eligible Employee of a Participating Company
who is actively participating in the Plan.

           Participating Company means the Company and such Corporate Affiliate
or Affiliates as may be designated from time to time by the Board.

           Semi-Annual Entry Date means (i) during 1999 and each preceding
calendar year within an offering period in effect under the Plan, the first
business day of May and the first business day of November and (ii) during 2000
and all subsequent calendar years within an offering period under the Plan, the
first business day of March and the first business day of September. The
earliest Semi-Annual Entry Date under the Plan shall be November 2, 1992.

           Semi-Annual Period of Participation means each period for which the
Participant actually participates in an offering period in effect under the
Plan. There shall be a maximum of four (4) periods of participation within each

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offering period. Except as otherwise designated by the Plan Administrator, each
such period shall commence on the applicable Semi-Annual Entry Date.

           Semi-Annual Purchase Date means (i) during 1999 and each preceding
year on which shares of Common Stock are automatically purchased for
Participants under the Plan, the last business day of April and October, and
(ii) during 2000 and each subsequent year on which shares of Common Stock are
automatically purchased for Participants under the Plan, the last business day
of February and August.

III.       ADMINISTRATION

           The Plan shall be administered by the Board of Directors of the
Company or a committee that will satisfy Rule 16b-3 of the Securities and
Exchange Commission, as in effect with respect to the Company from time to time
(in either case, the "Board"). The Board may from time to time select a
committee or persons (the "Plan Administrator") to be responsible for any
transactions not subject to Rule 16b-3. Subject to the express provisions of the
Plan, to the overall supervision of the Board, and to the limitations of Section
423 of the Code, the Plan Administrator may administer, interpret and amend the
Plan in any manner it believes to be desirable (including amendments to
outstanding options/purchase rights and the designation of a brokerage firm at
which accounts for the holding of shares purchased under the Plan must be
established by each employee desiring to participate in the Plan), and any such
interpretation shall be final and binding on all parties who have an interest in
the Plan; provided, however, that the Plan Administrator may not, without the
approval of the Company's Board, (i) increase the number of shares issuable
under the Plan or the maximum number of shares which may be purchased per
Participant or in the aggregate during any one Semi-Annual Period of
Participation under the Plan, except that the Plan Administrator shall have the
authority, exercisable without such stockholder approval, to effect adjustments
to the extent necessary to reflect changes in the Company's capital structure
pursuant to Section VI.B;(ii) alter the purchase price formula so as to reduce
the purchase price payable for the shares issuable under the Plan; or (iii)
materially increase the benefits accruing to Participants under the Plan or
materially modify the requirements for eligibility to participate in the Plan

IV.        OFFERING PERIODS

           The Plan shall be implemented in a series of offering periods. Each
offering period shall be of a duration of twenty-four (24) months or less as
designated by the Plan Administrator prior to the start date of any offering
period, except that offering periods that include the Semi-Annual Entry Date on
November 1, 1999 shall be of a duration of twenty-two (22) months. Within each
offering period, there shall be a maximum of four (4) Semi-Annual Periods of
Participation.

V.         ELIGIBILITY AND PARTICIPATION

           A. Each Eligible Employee will be automatically enrolled in the Plan
in the offering period that begins on the first Semi-Annual Entry Date following
the commencement of employment; thereafter, any Eligible Employee may enroll or
re-enroll in the Plan in the offering period that begins as of any Semi-Annual
Entry Date, or such other days as may be established by the Board from time to
time (each, an "Enrollment Date"). To participate, an Eligible Employee must
complete, sign, and submit to the Company an enrollment form prescribed by the
Plan Administrator. Any enrollment form received by the Company by the 15th day
of the month preceding an Enrollment Date (or by the Enrollment Date in the case
of employees hired after such 15th day), or such other date established by the
Plan Administrator from time to time, will be effective on that Enrollment Date.
Enrollment or re-enrollment by a Participant in the Plan on an Enrollment Date
will constitute the grant by the Company to the Participant of an option to
purchase shares of Common Stock from the Company under the Plan. At the end of
each offering period, each Participant who has not withdrawn from the Plan will
automatically be re-enrolled in the Plan in the offering period that begins on
the Enrollment Date immediately following the date on which the option expires.
Furthermore, except as may otherwise be determined by the Plan Administrator,
each Participant who has not withdrawn from the Plan will automatically be
re-enrolled in the Plan in each offering period that begins on an Enrollment
Date on which the fair market value per share of the Company's Common Stock is
lower than the fair market value per share of the Company's Common Stock on the
Enrollment Date for the offering period in which the Participant is then
enrolled. Notwithstanding anything in the Plan to the contrary, if the fair
market value (the "Authorization Date FVM") on the date (the "Authorization
Date") on which additional shares of Common Stock are authorized for issuance
hereunder by the Company's shareholders is higher than the fair market value at
the beginning of any Offering Period that commenced prior to the Authorization
Date, then, with respect to any of such authorized shares available to be issued
on Purchase Dates relating to such Offering Period, the Authorization Date FMV
shall be used instead of the fair market value on the Enrollment Date for the
purposes of the preceding sentence, provided that the Plan Administrator, in its
discretion, may waive application of this sentence with respect to the first
Purchase Date occurring after the Authorization Date.

           B. The payroll deduction authorized by the Participant for purposes
of acquiring shares of Common Stock under the Plan may be zero percent (0%) or
any whole multiple of one percent (1%) of the Base Salary paid to the
Participant during each Semi-Annual Period of Participation within the offering
period, up to a maximum of


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ten percent (10%). The deduction rate so authorized shall continue in effect for
the entire Semi-Annual Period of Participation and for each successive
Semi-Annual Period of Participation unless (i) the Participant shall change the
rate for a subsequent Semi-Annual Period of Participation by filing the
appropriate form with the Plan Administrator prior to the commencement of that
Semi-Annual Period of Participation or (ii) the Participant shall change the
rate within a Semi-Annual Period of Participation by filing the appropriate form
with the Plan Administrator. The new rate shall become effective as soon as
practicable following the filing of such form. A Participant may not increase or
decrease the deduction rate more than once per Semi-Annual Period of
Participation in addition to fixing the rate at the beginning of the Semi-Annual
Period of Participation. Payroll deductions, however, will automatically cease
upon the termination of the Participant's purchase right in accordance with
Article VII below.

           C. In no event may any Participant's payroll deductions for any one
Semi-Annual Period of Participation exceed Seven Thousand Five Hundred Dollars
($7,500.00).

VI.        STOCK SUBJECT TO PLAN

           A. The Common Stock purchasable by Participants under the Plan shall,
solely in the discretion of the Plan Administrator, be made available from
either authorized but unissued shares of the Common Stock or from shares of
Common Stock reacquired by the Company, including shares of Common Stock
purchased on the open market. The total number of shares which may be issued
under the Plan shall not exceed 7,050,000 shares, less any shares sold under the
Synopsys, Inc. International Employee Stock Purchase Plan (subject to adjustment
under Section VI.B below).

           B. In the event any change is made to the Company's outstanding
Common Stock by reason of any stock dividend, stock split, combination of shares
or other change affecting such outstanding Common Stock as a class without
receipt of consideration, then appropriate adjustments shall be made by the Plan
Administrator to (i) the class and maximum number of shares issuable over the
term of the Plan, (ii) the class and maximum number of shares purchasable per
Participant during each Semi-Annual Period of Participation, (iii) the class and
maximum number of shares purchasable in the aggregate by all Participants on any
one purchase date under the Plan and (iv) the class and number of shares and the
price per share of the Common Stock subject to each purchase right at the time
outstanding under the Plan. Such adjustments shall be designed to preclude the
dilution or enlargement of rights and benefits under the Plan.

VII.       PURCHASE RIGHTS

           An Employee who participates in the Plan for a particular offering
period shall have the right to purchase shares of Common Stock, in a series of
successive installments during such offering period, upon the terms and
conditions set forth below and shall execute a purchase agreement embodying such
terms and conditions and such other provisions (not inconsistent with the Plan)
as the Plan Administrator may deem advisable.

           Purchase Price. Common Stock shall be issuable on each Semi-Annual
Purchase Date at a purchase price equal to 85 percent of the lower of (i) the
fair market value per share on the Participant's Enrollment Date or (ii) the
fair market value per share on the Semi-Annual Purchase Date. Notwithstanding
anything in the Plan to the contrary, if the Authorization Date FVM is higher
than the fair market value at the beginning of any Offering Period that
commenced prior to the Authorization Date, then, with respect to any of such
authorized shares available to be issued on Purchase Dates relating to such
Offering Period, the Authorization Date FMV shall be used instead of the fair
market value on the Enrollment Date for the purposes of clause (i) of the
preceding sentence, provided that the Plan Administrator, in its discretion, may
waive application of this sentence with respect to the first Purchase Date
occurring after the Authorization Date.

           Valuation. For purposes of determining the fair market value per
share of Common Stock on any relevant date, the following procedures shall be in
effect:

                     (i) If such fair market value is to be determined on any
           date on or after the date the Common Stock is first registered under
           Section 12(g) of the Securities Exchange Act of 1934, then the fair
           market value shall be the closing selling price on that date, as
           officially quoted on the Nasdaq National Market System. If there is
           no quoted selling price for such date, then the closing selling price
           on the next preceding day for which there does exist such a quotation
           shall be determinative of fair market value.

                     (ii) If such fair market value is to be determined on any
           date prior to the time of such Section 12(g) registration of the
           Common Stock, then the fair market value of the Common Stock on such
           date shall be determined by the Plan Administrator, after taking into
           account such factors as the Plan Administrator deems appropriate.

           Number of Purchasable Shares. The number of shares purchasable per
Participant on each Semi-Annual Purchase Date shall be the number of whole
shares obtained by dividing the amount collected from the Participant


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through payroll deductions during the corresponding Semi-Annual Period of
Participation by the purchase price in effect for the Semi-Annual Purchase Date.
However, no Participant may, during any Semi-Annual Purchase Period, purchase
more than 2,000 shares of Common Stock, subject to periodic adjustment under
Section VI.B.

           Under no circumstances shall purchase rights be granted under the
Plan to any Eligible Employee if such individual would, immediately after the
grant, own (within the meaning of Code Section 424(d)) or hold outstanding
options or other rights to purchase, stock possessing five percent (5%) or more
of the total combined voting power or value of all classes of stock of the
Company or any of its Corporate Affiliates.

           Payment. Payment for the Common Stock purchased under the Plan shall
be effected by means of the Participant's authorized payroll deductions. Such
deductions shall begin on the first pay day coincident with or immediately
following the Participant's Enrollment Date and shall (unless sooner terminated
by the Participant) continue through the pay day ending with or immediately
prior to the last day of the offering period.

           The amounts so collected shall be credited to the Participant's book
account under the Plan, but no interest shall be paid on the balance from time
to time outstanding in such account. The amounts collected from a Participant
may be commingled with the general assets of the Company and may be used for
general corporate purposes.

           Termination of Purchase Right. The following provisions shall govern
the termination of outstanding purchase rights:

                     (i) A Participant may, at any time prior to the last five
           (5) business days of the Semi-Annual Period of Participation,
           terminate his/her outstanding purchase right under the Plan by filing
           the prescribed notification form with the Plan Administrator. No
           further payroll deductions shall be collected from the Participant
           with respect to the terminated purchase right, and any payroll
           deductions collected for the Semi-Annual Period of Participation in
           which such termination occurs shall, at the Participant's election,
           be immediately refunded or held for the purchase of shares on the
           next Semi-Annual Purchase Date. If no such election is made, then
           such funds shall be refunded as soon as possible after the close of
           such Semi-Annual Period of Participation.

                     (ii) The termination of such purchase right shall be
           irrevocable, and the Participant may not subsequently rejoin the
           offering period for which such terminated purchase right was granted.
           In order to resume participation in any subsequent offering period,
           such individual must re-enroll in the Plan in accordance with Section
           V.A.

                     (iii) Should a Participant cease to remain an Eligible
           Employee while his/her purchase right remains outstanding or should
           there otherwise occur a change in such individual's employee status
           so that he/she is no longer an Eligible Employee while holding such
           purchase right, then such purchase right shall immediately terminate
           upon such termination of service or change in status and all sums
           previously collected from the Participant during the Semi-Annual
           Period of Participation in which the purchase right so terminates
           shall be promptly refunded to the Participant. However, should the
           Participant die or become permanently disabled while in service or
           should the Participant cease employment by reason of a leave of
           absence, then the Participant (or the person or persons to whom the
           rights of the deceased Participant under the Plan are transferred by
           will or the laws of inheritance) shall have the election, exercisable
           up until the end of the Semi-Annual Period of Participation in which
           the Participant dies or becomes permanently disabled or in which the
           leave of absence commences, to (i) withdraw all the funds credited to
           the Participant's account at the time of his/her cessation of service
           or at the commencement of such leave or (ii) have such funds held for
           the purchase of shares of Common Stock at the next Semi-Annual
           Purchase Date. If no such election is made, then such funds shall
           automatically be held for the purchase of shares of Common Stock at
           the next Semi-Annual Purchase Date. In no event, however, shall any
           further payroll deductions be added to the Participant's account
           following his/her cessation of service or the commencement of such
           leave. Should the Participant return to active service following a
           leave of absence, then his/her payroll deductions under the Plan
           shall automatically resume at the rate in effect at the time the
           leave began, provided such return to service occurs prior to the end
           of the offering period in which such leave began. For purpose of the
           Plan: (i) the Participant shall be considered to remain in service
           for so long as such Participant remains in the active employ of the
           Company or one or more other Participating Companies and (ii) the
           Participant shall be deemed to be permanently disabled if he/she is
           unable to engage in any substantial gainful employment, by reason of
           any medically determinable physical or mental impairment expected to
           result in death or to be of continuous duration of at least twelve
           (12) months.


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           Stock Purchase. Shares of Common Stock shall automatically be
purchased on behalf of each Participant (other than Participants whose payroll
deductions have previously been refunded or set aside for refund in accordance
with the "Termination of Purchase Right" provisions above) on each Semi-Annual
Purchase Date. The purchase shall be effected by applying each Participant's
payroll deductions for the Semi-Annual Period of Participation ending on such
Semi-Annual Purchase Date () to the purchase of whole shares of Common Stock
(subject to the limitation on the maximum number of purchasable shares set forth
above) at the purchase price in effect for such Semi-Annual Period of
Participation. Any payroll deductions not applied to such purchase (a) because
they are not sufficient to purchase a whole share or (b) by reason of the
limitation on the maximum number of shares purchasable by the Participant for
that Semi-Annual Period of Participation shall be promptly refunded to the
Participant.

           Proration of Purchase Rights. Not more than 500,000 shares of Common
Stock, subject to periodic adjustment under Section VI.B, may be purchased in
the aggregate by all Participants on any one Semi-Annual Purchase Date. Should
the total number of shares of Common Stock which are to be purchased pursuant to
outstanding purchase rights on any particular date exceed either (i) the maximum
limitation on the number of shares purchasable in the aggregate on such date or
(ii) the number of shares then available for issuance under the Plan, the Plan
Administrator shall make a pro-rata allocation of the available shares on a
uniform and non-discriminatory basis, and the payroll deductions for each
Participant, to the extent in excess of the aggregate purchase price payable for
the Common Stock pro-rated to such individual, shall be refunded to such
Participant.

           Rights as Stockholder. A Participant shall have no stockholder rights
with respect to the shares subject to his/her outstanding purchase right until
the shares are actually purchased on the Participant's behalf in accordance with
the applicable provisions of the Plan. No adjustments shall be made for
dividends, distributions or other rights for which the record date is prior to
the date of such purchase.

           Assignability. No purchase right granted under the Plan shall be
assignable or transferable by the Participant other than by will or by the laws
of descent and distribution following the participant's death, and during the
Participant's lifetime the purchase right shall be exercisable only by the
Participant.

           Change in Ownership. Should the Company or its stockholders enter
into an agreement to dispose of all or substantially all of the assets or
outstanding capital stock of the Company by means of:

                     (i) a sale, merger or other reorganization in which the
           Company will not be the surviving corporation (other than a
           reorganization effected primarily to change the State in which the
           Company is incorporated), or

                     (ii) a reverse merger in which the Company is the surviving
           corporation but in which more than fifty percent (50%) of the
           Company's outstanding voting stock is transferred to holders
           different from those who held the stock immediately prior to the
           reverse merger, then all outstanding purchase rights under the Plan
           shall automatically be exercised immediately prior to the
           consummation of such sale, merger, reorganization or reverse merger
           by applying the payroll deductions of each Participant for the
           Semi-Annual Period of participation in which such transaction occurs
           to the purchase of whole shares of Common Stock at eighty-five
           percent (85%) of the lower of (i) the fair market value of the Common
           Stock on the Participant's Enrollment Date for the offering period in
           which such transaction occurs or (ii) the fair market value of the
           Common Stock immediately prior to the consummation of such
           transaction. However, the applicable share limitations of Articles
           VII and VIII shall continue to apply to any such purchase, and the
           clause (i) amount above shall not, for any Participant whose
           Enrollment Date for the offering period is other than the start date
           of such offering period, be less than the fair market value of the
           Common Stock on such start date.

           The Company shall use its best efforts to provide at least ten (10)
days' advance written notice of the occurrence of any such sale, merger,
reorganization or reverse merger, and Participants shall, following the receipt
of such notice, have the right to terminate their outstanding purchase rights in
accordance with the applicable provisions of this Article VII.

VIII.      ACCRUAL LIMITATIONS

           A. No Participant shall be entitled to accrue rights to acquire
Common Stock pursuant to any purchase right outstanding under this Plan if and
to the extent such accrual, when aggregated with (I) rights to purchase Common
Stock accrued under any other purchase right outstanding under this Plan and
(II) similar rights accrued under other employee stock purchase plans (within
the meaning of Section 423 of the Code) of the Company or its Corporate
Affiliates, would otherwise permit such Participant to purchase more than
$25,000 worth of stock of the Company or any Corporate Affiliate (determined on
the basis of the fair market value of such stock


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on the date or dates such rights are granted to the Participant) for each
calendar year such rights are at any time outstanding.

           B. For purposes of applying such accrual limitations, the right to
acquire Common Stock pursuant to each purchase right outstanding under the Plan
shall accrue as follows:

                     (i) The right to acquire Common Stock under each such
           purchase right shall accrue in a series of successive semi-annual
           installments as and when the purchase right first becomes exercisable
           for each semi-annual installment on the last business day of each
           Semi-Annual Period of Participation for which the right remains
           outstanding.

                     (ii) No right to acquire Common Stock under any outstanding
           purchase right shall accrue to the extent the Participant has already
           accrued in the same calendar year the right to acquire $25,000 worth
           of Common Stock (determined on the basis of the fair market value on
           the date or dates of grant) pursuant to one or more purchase rights
           held by the Participant during such calendar year.

                     (iii) If by reason of such accrual limitations, any
           purchase right of a Participant does not accrue for a particular
           Semi-Annual Period of Participation, then the payroll deductions
           which the Participant made during that Semi-Annual Period of
           Participation with respect to such purchase right shall be promptly
           refunded.

           C. In the event there is any conflict between the provisions of this
Article VIII and one or more provisions of the Plan or any instrument issued
thereunder, the provisions of this Article VIII shall be controlling.

IX.        STATUS OF PLAN UNDER FEDERAL TAX LAWS

           The Plan is designed to qualify as an employee stock purchase plan
under Code Section 423.

X.         AMENDMENT AND TERMINATION

           A. The Board may amend, alter, suspend, discontinue, or terminate the
Plan at any time, including amendments to outstanding options/purchase rights.
However, the Board may not, without the approval of the Company's stockholders:

                     (i) Increase the number of shares issuable under the Plan
           or the maximum number of shares which may be purchased per
           Participant or in the aggregate during any one Semi-Annual Period of
           Participation under the Plan, except that the Plan Administrator
           shall have the authority, exercisable without such stockholder
           approval, to effect adjustments to the extent necessary to reflect
           changes in the Company's capital structure pursuant to Section VI.B;

                     (ii) alter the purchase price formula so as to reduce the
           purchase price payable for the shares issuable under the Plan; or

                     (iii) materially increase the benefits accruing to
           Participants under the Plan or materially modify the requirements for
           eligibility to participate in the Plan.

           B. The Board may elect to terminate any or all outstanding purchase
rights at any time. In the event the Plan is terminated, the Board may also
elect to terminate outstanding purchase rights either immediately or upon
completion of the purchase of shares on the next Semi-Annual Purchase Date, or
may elect to permit purchase rights to expire in accordance with their terms
(and participation to continue through such expiration dates). If purchase
rights are terminated prior to expiration, all funds contributed to the Plan
that have not been used to purchase shares shall be returned to the Participants
as soon as administratively feasible.

IX.        GENERAL PROVISIONS

           A. The Plan shall become effective on the designated Effective Date,
provided that no offering period shall commence, and no shares of Common Stock
shall be issued hereunder, until (i) the Plan shall have been approved by the
stockholders and (ii) the Company shall have complied with all applicable
requirements of the Securities Act of 1933 (as amended), all applicable listing
requirements of any securities exchange on which shares of the Common Stock are
listed and all other applicable requirements established by law or regulation.
In the event such stockholder approval is not obtained, or such Company
compliance is not effected, within twelve (12) months after the date on which
the Plan is adopted by the Board, the Plan shall terminate and have no further
force of effect.

           B. All costs and expenses incurred in the administration of the Plan
shall be paid by the Company.


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           C. Neither the action of the Company in establishing the Plan, nor
any action taken under the Plan by the Board or the Plan Administrator, nor any
provision of the Plan itself shall be construed so as to grant any person the
right to remain in the employ of the Company or any of its Corporate Affiliates
for any period of specific duration, and such person's employment may be
terminated at any time, with or without cause.

           D. The provisions of the Plan shall be governed by the laws of the
State of California without resort to that State's conflict-of-laws rules.


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