Exhibit 10.38


 


Form of FY06 Individual Compensation Plan


Effective Date:10/30/05 - 10/28/06


	
   

  	
   

  	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Type:

  	
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  Initial

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Revision

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  NAME:

  	
   

  	
  Vicki
  Andrews

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TITLE:

  	
   

  	
  Senior
  Vice President, World Wide Sales

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 




	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FY06 COMPENSATION PLAN:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ANNUAL (in USD)

  	
   

  	
   

  
	
  Base Salary:

  	
   

  	
  $

  	
   350,000

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Annual Bookings Bonus:

  	
   

  	
  [*]

  	
   

  	
  (paid at fiscal year-end
  based on FY06 results)

  
	
  Quarterly Revenue Bonus:

  	
   

  	
  [*]

  	
   

  	
  (paid quarterly based on
  quarterly results; 25% target each quarter)

  
	
  FY06 Annual Revenue Bonus:

  	
   

  	
  [*]

  	
   

  	
  (paid at fiscal year-end
  based on FY06 results)

  
	
  FY07 Deferred Revenue Bonus:

  	
   

  	
  [*]

  	
   

  	
  (paid at fiscal year-end
  based on FY06 results)

  
	
  FY06 MBO:

  	
   

  	
  [*]

  	
   

  	
  (paid at fiscal year-end
  based on FY06 results)

  
	
  Total Variable at Target:

  	
   

  	
  [*]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Target Compensation at Plan:

  	
   

  	
  $

  	
    [*]

  	
   

  	
   

  






 


I. PLAN TARGETS:


 


	
   

  	
   

  	
   

  	
   

  	
  1H

  	
   

  	
   

  	
   

  	
  2H

  	
   

  	
  FY06 Total

  	
   

  
	
  WORLDWIDE BOOKINGS QUOTA:

  	
   

  	
   

  	
   

  	
  $[*]

  	
   

  	
   

  	
   

  	
  $[*]

  	
   

  	
  $[*]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Q1

  	
   

  	
  Q2

  	
   

  	
  Q3

  	
   

  	
  Q4

  	
   

  	
  FY06
  Total

  	
   

  
	
  FY06 REVENUE TARGETS:

  	
   

  	
  $[*]

  	
   

  	
  $[*]

  	
   

  	
  $[*]

  	
   

  	
  $[*]

  	
   

  	
  $[*]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  FY07 WORLDWIDE DEFERRED REVENUE
  TARGET (FYE06 deferred revenue recognizable in FY07):

  	
   

  	
  $[*]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A. Annual
Bookings Bonus:


 


Annual
Bookings Bonus is paid at year-end based on FY06 Worldwide Bookings Quota
achievement, according to the FY06 Sales Commission & Bonus Policy and the
current Synopsys Sales Order Acceptance Policy. In addition to the standard
payout rates listed, additional points may be awarded for Bookings achievement
above quota for attaining 100% or more of the FY06 Annual Revenue Target and
FY07 Deferred Revenue Target.


 


Annual
Bookings Bonus is paid according to the following schedule:


 


	
   

  	
   

  	
   

  	
   

  	
  Accelerators
  per Achievement %

  
	
  % of FY06 Annual Regional Bookings Quota
  Achieved

  	
   

  	
  Percent
  of Target Bonus

  	
   

  	
  Bookings
  Achievement Only

  	
   

  	
  FY06 Rev
  Target Achieved

  	
   

  	
  FY06 Rev
  Target and Deferred Rev Target Achieved

  
	
  < [*]%

  	
   

  	
  [*]%

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [*]% - [*]%

  	
   

  	
  [*]% - [*]%

  	
   

  	
  [*] pts per point

  	
   

  	
  [*] pts per point

  	
   

  	
  [*] pts per point

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [*]% - [*]%

  	
   

  	
  [*]% - [*]%

  	
   

  	
  [*] pts per point

  	
   

  	
  [*] pts per point

  	
   

  	
  [*] pts per point

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [*]% - [*]%

  	
   

  	
  [*]% - [*]%

  	
   

  	
  [*] pts per point

  	
   

  	
  [*] pts per point

  	
   

  	
  [*] pts per point

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [*]%+

  	
   

  	
  [*]%+ - [*]%+

  	
   

  	
  [*] pts per point

  	
   

  	
  [*] pts per point

  	
   

  	
  [*] pts per point

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-1.
Bookings Linearity Draw


 


If worldwide bookings achievement through Q2FY06 exceed the
1H quota target a draw against future FY06 earnings will be paid equal to [*]% of the Annual Bookings Bonus target. Draw will be recoverable against
all year-end variable compensation payouts. At the close of FY06 plan, any draw
not yet fully recovered from the payable year-end variable compensation will be
forgiven.


 


1

















 


B.
Quarterly Revenue Bonus


 


Quarterly
Revenue Bonus is paid quarterly based on achieving 100% or more of the
Quarterly Revenue Target. No quarterly revenue bonus is paid unless the current
quarter’s revenue target is achieved (100% or greater). Quarterly revenue
targets will be adjusted to match current CFO target each quarter.


 


Quarterly
Revenue Bonus is paid according to the following schedule:


 


	
   

  	
   

  	
  Q1

  	
   

  	
  Q2

  	
   

  	
  Q3

  	
   

  	
  Q4

  	
   

  	
  Total

  	
   

  
	
  Quarterly Revenue
  Achievement >=100%

  	
   

  	
  $[*]

  	
   

  	
  $[*]

  	
   

  	
  $[*]

  	
   

  	
  $[*]

  	
   

  	
  $[*]

  	
   

  



 


C. FY06 Annual Revenue Bonus


Annual Revenue Bonus is paid based on achievement
against the FY06 Annual Revenue Target. Annual Revenue Target will be adjusted
for in-year acquisitions. Target assumes [*]% or less upfront license ratio; Target will be subject to review and
change if upfront ratio exceeds [*]%.


 


Annual Revenue Bonus is paid according to the
following schedule:


 


 


	
   

  	
   

  	
  % of
  FY06

  	
   

  	
  Percent
  of Target

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Annual
  Revenue Target

  	
   

  	
  Bonus

  	
   

  	
  Comments

  	
   

  	
   

  
	
   

  	
   

  	
  < [*]%

  	
   

  	
  [*]%

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [*]%

  	
   

  	
  [*]%

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [*]% - [*]%

  	
   

  	
  [*]%
  - [*]%

  	
   

  	
  [*] pts per point

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [*]%+

  	
   

  	
  [*]%+

  	
   

  	
  [*] pts per point

  	
   

  	
  (Max Payout = [*]%)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


D. FY07 Deferred Revenue Bonus


FY07 Deferred Revenue Bonus is paid based on
achievement against the Deferred Revenue Target. FY07 Deferred Revenue target
will be adjusted for in-year acquisitions. Metric calculated at total FY07
backlog at the end of FY06 from FY06 orders impact on FY07 revenue. Deferred
Revenue Target will be subject to review and change if WW FY06 Services (DS, BU
Consulting, Test Chip) bookings are greater than $[*]m.


 


FY07 Deferred Revenue Bonus is paid according to the
following schedule:


 


	
   

  	
   

  	
  % of FY07

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Deferred Revenue

  	
   

  	
  Percent of Target

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Target Achieved

  	
   

  	
  Bonus

  	
   

  	
  Comments

  	
   

  	
   

  
	
   

  	
   

  	
  < [*]%

  	
   

  	
  [*]%

  	
   

  	
  [*] pts per point

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [*]% - [*]%

  	
   

  	
  [*]%
  - [*]%

  	
   

  	
  [*] pts per point

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [*]% - [*]%

  	
   

  	
  [*]%
  - [*]%

  	
   

  	
  [*] pts per point

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [*]% - [*]%

  	
   

  	
  [*]%
  - [*]%

  	
   

  	
  [*] pts per point

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [*]%+

  	
   

  	
  [*]%
  +

  	
   

  	
  [*] pts per point

  	
   

  	
   

  



 


NOTES:


 


This plan is subject to all provisions of the current
“FY06 Synopsys Commission & Bonus Policy” and the current “Synopsys Sales
Order Acceptance Policy”. All elements of this plan are subject to change at
any time during the year.


 


Plan targets reflect those in place at this time.
These targets may be revised as conditions require subject to the approval of
the CEO and/or COO.


 


This plan is applicable only if the CEO, CFO and Sr.
VP of HR approve.


 


SIGNATURES:


 




	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Vicki Andrews

  	
   

  	
  Date

  	
   

  	
  Aart de Geus

  	
   

  	
  Date

  
	
  Senior Vice President,
  World Wide Sales

  	
   

  	
  Chairman & CEO

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Jan Collinson

  	
   

  	
  Date

  	
   

  	
  Brian Beattie

  	
   

  	
  Date

  
	
  Senior Vice President, HR
  & Facilities

  	
   

  	
  Chief Financial Officer

  	
   

  	
   

  






 






*
Represents specific quantitative or qualitative performance-related factors, or
factors or criteria involving confidential commercial or business information,
the disclosure of which would have an adverse effect on the Registrant.


 


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