Exhibit
10.17


SYNOPSYS,
INC.


 


INTERNATIONAL
EMPLOYEE STOCK PURCHASE PLAN


 


                                                I.                                         PURPOSE


 


                                                                                                The Synopsys, Inc. International Employee
Stock Purchase Plan (the “Plan”) is intended to provide Eligible Employees of
designated subsidiaries of the Company 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 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 on May 3, 1993.  However, for any Subsidiary which becomes a
Participating Subsidiary 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 any
Participating Subsidiary for earnings considered wages under Section 3121(a) of
the Code, but shall not include persons prohibited by the laws of the nation of
their residence or employment from participating in the Plan.


 


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


 


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


 


                                                                                                Participating Subsidiary means a Subsidiary of the Company that
has been designated as a Participating Subsidiary 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 May 3, 1993.


 

















 


                                                                                                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 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.


 


                                                                                                Subsidiary shall mean any corporation described in Section
425(e) or (f) of the Code.


 


                                                III.                                 ADMINISTRATION


 


                                                                                                The Plan shall be administered by the
Board of Directors 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


 


 


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                                                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 of a Participating
Subsidiary shall be eligible to participate in the Plan in accordance with the
following provisions:


 


                                                —                                   The Board may at any time
designate one or more Subsidiaries as participating in the Plan.  The names of all Participating Subsidiaries
shall be shown on Exhibit A to the Plan, which shall be amended from time to
time to reflect additions and deletions of Participating Subsidiaries; failure
to show a Participating Subsidiary on Exhibit A shall not, however, prevent
otherwise eligible employees of that Subsidiary from participating in the Plan.  No Subsidiary participating in the Company’s
Employee Stock Purchase Plan effective May 3, 1993 may be designated for
participation in the Plan.


 


                                                —                                   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.


 


 


                                                —                                   An individual who becomes an
Eligible Employee immediately following termination of such employee’s
participation in the Synopsys, Inc. Employee Stock Purchase Plan shall, for
purposes of participation in the Plan, have a deemed Enrollment Date
corresponding to such employee’s most recent Enrollment Date under the
Synopsys, Inc. Employee Stock Purchase Plan.


 


 


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                                                                                                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 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 increase or decrease 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 decrease (but not increase) 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. For the avoidance of doubt, a Participant
may not increase his or her payroll deduction rate during a Semi-Annual period
of Participation. A Participant may not decrease the deduction rate more than
once during a 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) calculated on the Purchase Date
following conversion of accumulated withholdings into U.S. Dollars.


 


                                                                                                D.                                    It is intended that all eligible
employees shall have substantially equivalent rights and privileges with
respect to the Plan; notwithstanding any other provision of the Plan, however,
the Plan Administrator may make such changes in the terms of eligibility and
participation from Subsidiary to Subsidiary that it determines, in its
discretion, to be necessary or desirable to reflect or comply with local laws
or conditions.


 


                                                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 21,700,000 shares, less any shares sold
under the Synopsys, Inc. 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 such
agreements and documents 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 eighty-five percent (85%) 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 


 


 


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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.  The fair
market value per share of Common Stock on any relevant date shall be the
closing selling price of the Common Stock 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.


 


                                                                                                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, after conversion into U.S. Dollars on the Purchase Date, from
the Participant 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 one Semi-Annual Purchase Period, purchase more than 4,000
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; Withholding. 
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
into the offering period 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 in local currency, 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/or any Participating Subsidiary and may be
used for general corporate purposes. 
Upon disposition of shares acquired by exercise of purchase right, the
Participant shall pay, or make provision adequate to the Company and the
Participating Subsidiary for payment of, all federal, state, and other tax (and
similar) withholdings that the Company or the Participating Subsidiary
determines, in its discretion, are required due to the disposition, including
any such withholding that the Company or the Participating Subsidiary
determines, in its discretion, is necessary to allow the Company or the
Participating Subsidiary to claim tax deductions or other benefits in
connection with the disposition.  A
Participant shall make such similar provisions for payment that the Company or
the Participating Subsidiary determines, in its discretion, are required due to
the exercise of purchase right, including such provisions as are necessary to
allow the Company or the Participating Subsidiary to claim tax deductions or
other benefits in connection with the exercise of purchase right.


 


                                                                                                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.


 


 


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                                                                                                (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 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; provided, however, that if a Participant’s
employment is terminated because of a transfer of employment to the Company or
any subsidiary of the Company other than a Participating Subsidiary, any outstanding
purchase right shall not terminate until the occurrence of the earlier of (x)
the last Semi-Annual Purchase Date in the offering period or (y) enrollment of
the Participant in the Company’s Employee Stock Purchase Plan.  While a purchase right remains outstanding,
the Company or other subsidiary to which the participant is transferred shall
effect payroll deductions authorized by the Participant and shall remit them to
the Participating Subsidiary that employed the Participant at the time of the transfer
for purposes of acquiring shares of Common Stock under the Plan.  Following approval by the Company and the
Participating Subsidiary, the Participant may, in lieu of payroll deduction,
pay a corresponding amount to the Participating Subsidiary if such amount is
received on or before the relevant Purchase Date.  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
Subsidiaries 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.


 


 


                                                                                                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 after conversion to U.S. Dollars for the
Semi-Annual Period of Participation ending on such semiannual Purchase Date to
the purchase of whole shares of Common Stock (subject to the limitation on the
maximum number of purchasable shares as 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 


 


 


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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 2,000,000 shares of Common Stock, subject to periodic
adjustment under Section VI.B, may be purchased in the aggregate by all
participants under the Plan and under the Synopsys, Inc. Employee Stock
Purchase Plan 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 and the Synopsys, Inc. Employee
Stock Purchase Plan, the Plan Administrator shall make a pro-rata allocation of
the available shares on a uniform and non-discriminatory basis (including, to
the extent practicable vis a vis participants in the Synopsys, Inc. Employee
Stock Purchase Plan) 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, after conversion into U.S. Dollars
on the date of purchase, 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 into 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
Sections 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 


 


 


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accrued under other employee stock purchase plans
(within the meaning of Section 423 of the Code) of the Company and 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 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 Section VIII and one or more provisions of the
Plan or any instrument issued thereunder, the provisions of this Section VIII
shall be controlling.


 


                                                IX.                                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.


 


                                                X.                                    GENERAL PROVISIONS


 


 


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                                                                                                A.                                   The Plan shall become effective on the
date on which it is adopted by the Board, provided the Company has complied
with all applicable requirements established by law or regulation.


 


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


 


                                                                                                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.


 


                                                                                                E.                                      If the Plan Administrator in its
discretion so elects, it may retain a brokerage firm, bank, or other financial
institution to assist in the purchase of shares, delivery of reports, or other
administrative aspects of the Plan.  If
the Plan Administrator so elects, each Participant shall (unless prohibited by
the laws of the nation of his or her employment or residence) be deemed upon
enrollment in the Plan to have authorized the establishment of an account on
his or her behalf at such institution. 
Shares purchased by a Participant under the Plan shall be held in the
account in the name in which the share certificate would otherwise be issued
pursuant to Section VII.


 


9

















 


Exhibit A


 


	
  Name

  	
   

  	
  Jurisdiction
  of Incorporation

  
	
   

  	
   

  	
   

  
	
  Nihon Synopsys KK

  	
   

  	
  Japan

  
	
   

  	
   

  	
   

  
	
  Synopsys Canada ULC

  	
   

  	
  Canada

  
	
   

  	
   

  	
   

  
	
  Synopsys SARL

  	
   

  	
  France

  
	
   

  	
   

  	
   

  
	
  Synopsys Finland OY

  	
   

  	
  Finland

  
	
   

  	
   

  	
   

  
	
  Synopsys GmbH

  	
   

  	
  Germany

  
	
   

  	
   

  	
   

  
	
  Synopsys (India) Private Ltd.

  	
   

  	
  India

  
	
   

  	
   

  	
   

  
	
  Synopsys (India) EDA Software Private Limited

  	
   

  	
  India

  
	
   

  	
   

  	
   

  
	
  Synopsys International Limited (formerly known as
  Synopsys International Sales Limited)

  	
   

  	
  Ireland

  
	
   

  	
   

  	
   

  
	
  Synopsys International Services, Inc.

  	
   

  	
  United States (Delaware)

  
	
   

  	
   

  	
   

  
	
  Synopsys Ireland Limited

  	
   

  	
  Ireland

  
	
   

  	
   

  	
   

  
	
  Synopsys Israel Limited

  	
   

  	
  Israel

  
	
   

  	
   

  	
   

  
	
  Synopsys Italia, SRL

  	
   

  	
  Italy

  
	
   

  	
   

  	
   

  
	
  Synopsys Korea, Inc.

  	
   

  	
  Korea

  
	
   

  	
   

  	
   

  
	
  Synopsys Netherlands BV (formerly known as Numerical
  Subwavelength Technologies BV)

  	
   

  	
  Netherlands

  
	
   

  	
   

  	
   

  
	
  Synopsys (Northern Europe) Ltd.

  	
   

  	
  United Kingdom

  
	
   

  	
   

  	
   

  
	
  Synopsys Scandinavia AB

  	
   

  	
  Sweden

  
	
   

  	
   

  	
   

  
	
  Synopsys Singapore Pte. Ltd.

  	
   

  	
  Singapore

  
	
   

  	
   

  	
   

  
	
  Synopsys Switzerland LLC

  	
   

  	
  Switzerland

  
	
   

  	
   

  	
   

  
	
  Synopsys Taiwan Limited

  	
   

  	
  Taiwan

  



 


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