Exhibit 10.49.1


 


SYNPLICITY, INC.


 


OFFICER BONUS PLAN


 


Adopted April 20, 2007, Amended January 18, 2008


 


 


 


1.                                      Purpose of the Plan


 


The Synplicity Officer
Bonus Plan (the “Plan”) is a bonus program that provides a pool of cash to be
used by Synplicity’s Chief Executive Officer (“CEO”) to reward certain
executives based on his subjective judgment of their contribution to the
success of Synplicity (the “Company”). This Plan is separate from and unrelated
to the Company’s Variable Incentive Pay Plan (“VIPP”) and provides the CEO more
flexibility than the VIPP in rewarding individual contribution.


 


2.                                      Definitions


 


a)                                     “Administrator” means the Compensation
Committee of the Board of Directors of the Company.


 


b)                                     “Annual Bonus Pool” means the amount of
cash as determined by the Administrator that can be distributed as bonuses during
a Plan Year.


 


c)                                      “Cash Bonus” means a bonus amount an
individual Participant is eligible to receive for a Quarterly Period as determined
in accordance with Section 4 and the terms of the Plan.


 


d)                                     “Notice of Participation” means an
individualized written notice of participation to eligible employees who have
been selected by the Administrator for participation in the Plan.


 


e)                                      “Participant” means an employee who is
selected by the Administrator for participation in the Plan.


 


f)                                       “Quarterly Bonus Payout” means the
aggregate amount to be paid out related to the just prior Quarterly Period.


 


g)                                     “Quarterly Bonus Pool” means an Annual
Bonus Pool divided by four.


 


h)                                     “Quarterly Period” means a calendar
quarter.


 


i)                                        “Plan Year” means the four calendar
quarters commencing April 1 of any given year and ending March 31 of
the following year.


 


3.                                      Eligibility


 


Employees who are named
on Exhibit A to this Plan (“Participants”) shall be eligible to participate
in the Plan during a given Plan Year.  A
Participant shall cease to be a Participant in the Plan when he or she ceases
to be a current, active, full-time employee of the Company.  The Administrator shall have the sole
discretion to determine the eligibility of employees and to select those
eligible employees who may participate in the Plan.


 


 

















 


4.                                      Determination and Payment of Cash Bonuses


 


a)                                     Determination of Quarterly Bonus Payouts. For each Quarterly Period throughout
the Plan Year, the CEO shall determine the Quarterly Bonus Payout available for
(relating to) the just completed Quarterly Period. Such Quarterly Bonus Payout shall
be between 0% and 100% of the Quarterly Bonus Pool, as determined at the CEO’s
complete discretion.


 


b)                                     Determination of a Participant’s Cash
Bonus. The CEO
shall determine how the Quarterly Bonus Payout for the just completed Quarterly
Period shall be allocated amongst Participants. The dollar amount of the
Quarterly Bonus Payout to be distributed to each Participant for any just
completed Quarterly Period (such individual’s “Cash Bonus”) shall be at the
complete discretion of the CEO, and can be from 0% to 100% of the overall
Quarterly Bonus Payout for such Quarterly Period, provided the total aggregate
amount of all Cash Bonuses for all Participants for such Quarterly Period is
not be greater than the overall Quarterly Bonus Payout.


 


c)                                      Notification of Eligibility and Timing of
Payments. A
Participant  determined eligible to
receive a Cash Bonus for the just completed Quarterly Period will be notified
of eligibility prior to payment, including the amount of his or her individual Cash Bonus. Payments of Cash Bonuses occur within seventy-five (75) days after  the completed Quarterly Period, subject
to Section 4(d). Cash
Bonuses are paid to Participants less all governmental and other applicable
withholding.


 


d)                                     Payments subject to Participant’s Employment
through time of Payment. Payments of Cash Bonuses shall be subject to Participants’ continued
employment with the Company through the date that Cash Bonuses are paid. Any Participant who has terminated
employment due to any cause or no cause, or who is otherwise no longer an
active, full-time employee through the time of payment of such Participant’s Cash
Bonus, shall not be entitled to any portion of the Cash Bonus, regardless of
any notice of eligibility for a Cash Bonus. The amount that would have
otherwise been made available to such Participant for the just completed
Quarterly Period shall be re-allocated by the CEO to the other Participants, if
he chooses, and at his complete discretion.


 


5.                                      Administration of the Plan


 


The Plan shall be
administered by the Administrator or such person or committee as is designated
by the Company’s Board of Directors. 
Subject to the terms of the Plan, the Administrator shall have the
discretionary authority (without limitation) to construe and interpret the
terms of the Plan.  The Administrator
shall select the eligible employees who may participate in the Plan for each
Plan Year (or portion thereof) during the term of the Plan.  The Administrator shall have the
discretionary authority (without limitation) to set the Annual Cash Bonus Pool
available to Participants under the Plan and, subject to the maximum payout of
100% of the Quarterly Bonus Pool, the CEO shall have the discretionary
authority (without limitation) to determine the actual amounts to be
distributed as Quarterly Bonus Payouts and Cash Bonuses during the term of the
Plan.  The
Administrator’s determination with regard to any provision of the Plan shall be
conclusive and binding on all Participants.


 


 


 


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6.                                      Merger or Asset Sale


 


In the event of a
material transaction involving the Company, including but not limited to the
merger of the Company with or into another corporation, the sale of
substantially all of the assets of the Company, or the acquisition by the
Company of another corporation or other business entity, the Plan and all
obligations hereunder may be terminated by the Administrator; provided,
however, that such termination shall be conditioned upon the Administrator,
after good faith consultation with the senior management of the Company,
providing for a replacement plan offering benefits or compensation comparable
to the benefits or compensation that otherwise would have been probable to have
been earned under the Plan (as determined in the sole discretion of the
Administrator) had such merger or asset sale not occurred.  Any decision by the Administrator pursuant to
this Section 7 shall be final and binding on all Participants.


 


7.                                      Term of Plan


 


The Plan shall become
effective upon April 1, 2007 and shall terminate when action is taken by
the Administrator to terminate the Plan, or earlier as otherwise provided
herein.


 


8.                                      Amendment and Termination of the Plan


 


Subject to Section 7
hereof, the Administrator shall have the power to amend, suspend or terminate
the Plan at any time.  In taking any such
action, however, the Administrator shall use its good faith efforts to be fair
and equitable to Participants and shall have due regard for the original intent
behind establishment of this Plan.


 


9.                                      Limitations


 


Neither the Plan nor the
transactions authorized under the Plan constitute an express or implied promise
of continued employment for any period whatsoever.


 


10.                               Governing Law


 


The Plan shall be
governed by the laws of the State of California.


 


11.                               Funding of Plan Payments


 


Cash Bonuses, if any, to
be made hereunder shall be funded out of the general assets of the Company.


 


 


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PLAN YEAR:  
April 1, 2008 to March 31, 2009


 


 


 


SYNPLICITY, INC.


 


OFFICER BONUS PLAN


 


EXHIBIT A


 


 


 


Participants:


 


·                  John Hanlon


 


·                  Andy Haines


 


·                  Andrew Dauman


 


·                  Ken McElvain


 


 


 


Annual
Bonus Pool for Plan Year:


 


$32,000


 


 

















 


PLAN YEAR:   April 1, 2008 to March 31, 2009


 


 


 


SYNPLICITY, INC.


 


OFFICER BONUS PLAN


 


NOTICE OF PARTICIPATION


 


 


 


To:  [Name of Participant]


 


Date:


 


The Compensation
Committee of the Board of Directors of Synplicity, Inc. (the “Company”)
has designated you as a Participant for the Plan Year commencing April 1, 2008
and ending March 31, 2009  in the
Synplicity Officer Bonus Plan (the “Plan”), a copy of which is attached
hereto.  The terms and conditions of your
participation in the Plan are as set forth in the Plan and herein.


 


You are eligible to
receive a Cash Bonus, subject to determination by the CEO of the applicable
amount, each Quarterly Period during the term of the Plan Year.


 


Cash Bonuses are
allocated amongst the Participants in the Plan at the complete discretion of
the CEO. The aggregate amount of all Participants’ Cash Bonuses for a Quarterly
Period equals the Quarterly Bonus Payout (which is also determined by the CEO
at his discretion to be between 0 and 100% of the Quarterly Cash Pool
available).


 


You must be an active,
continuous full-time employee through the date the Cash Bonus is paid to
receive such Cash Bonus.  Cash Bonuses,
if any, will be paid within seventy-five (75) days after the last day of the Quarterly
Period.  Provided you satisfy the terms
of the Plan, including being employed on the date such Cash Bonuses, if any,
for the Quarterly Period are paid under the Plan, you will receive such Cash
Bonus.


 


Please carefully review
the terms of the Plan to understand the terms and conditions of your participation
in the Plan. Should you have any questions regarding this Notice of
Participation or the Plan, please do not hesitate to contact Gary Meyers at
408-215-6011.


 


	
  Date:

  	
   

  	
   

  	
  Signature: