EX-10.1



 Exhibit 10.1 

EXECUTION COPY 

STOCK PURCHASE AGREEMENT 

Stock Purchase Agreement dated as of February 18, 2016 (this “Agreement”), by and among Mentor Graphics Corporation
(“MENT”), and each of the entities listed on Schedule A hereto (collectively, the “Icahn Group”, and individually a “member” of the Icahn Group). The parties hereby agree as follows: 

 

	1.	Simultaneously with the execution and delivery of this Agreement, MENT irrevocably purchases from the Icahn Group and the Icahn Group irrevocably sells to MENT (subject to receipt of the payment provided herein)
8,060,145 shares of common stock, no par value (such shares being sold hereunder, the “Shares”), of MENT free and clear of all Encumbrances at $18.12 per Share in cash for aggregate cash consideration of $146,049,827.40. Such Shares
shall be allocated among the individual Icahn Group sellers in accordance with Schedule A. MENT and the Icahn Group shall cause such transaction to settle no later than February 26, 2016 (the “Settlement Date”). The Icahn Group
shall deliver such Shares as directed by MENT (via DTC book entry transfer) immediately following confirmation of receipt of a wire transfer, to the account(s) set forth on Schedule B hereto, of the aggregate purchase price set forth above.


  

	2.	Each party shall execute such other documents and take such other actions as are reasonably requested by another party hereto to carry out the provisions hereof and the transactions contemplated hereby. Each party
acknowledges that the other parties are obligated to disclose and file a copy of this Agreement pursuant to U.S. securities laws and agrees that nothing in this Agreement shall restrict the parties’ ability to make such disclosures or filings.
All fees and expenses incurred by each party hereto in connection with the matters contemplated by this Agreement shall be borne by the party incurring such fee or expense. Each member of the Icahn Group shall provide to MENT an appropriate and
complete Internal Revenue Service Form W-9 or W-8 prior to the Settlement Date. 

  

	3.	Each party is a sophisticated investor and has conducted its own investigation with respect to the Shares, acknowledges that the other parties may be in possession of material, nonpublic information regarding MENT and
agrees that no other party shall have any obligation to disclose such information to such party. 

  

	4.	Representations and Warranties of the Icahn Group. Each member of the Icahn Group, jointly and severally, hereby represents and warrants to MENT that: 


 

	 	(a)	Each member of the Icahn Group has the full right, power and authority to enter into and perform its respective obligations under this Agreement. All action on the part of each member of the Icahn Group necessary for
the execution of this Agreement and the performance of each member of the Icahn Group’s obligations hereunder has been taken or will be taken prior to the Settlement Date. This Agreement constitutes the valid and binding obligation of each
member of the Icahn Group, enforceable against each member of the Icahn Group in accordance with its terms. 









	 	(b)	Each member of the Icahn Group has good, valid and marketable title to all of the Shares listed opposite its name on Schedule A, free and clear of any and all Encumbrances. The Icahn Group has the sole right to dispose
or direct the disposition of the Shares. “Encumbrance” shall mean any security interest, claim, pledge, lien, charge, voting agreement, proxy, mortgage, conditional sale agreement, title retention agreement, option, adverse claim of
ownership or use, any restriction on ownership, use, voting or transfer, or any other encumbrance of any kind, character or description whatsoever. The Shares constitute 50% of the common stock of MENT, no par value, beneficially owned by the Icahn
Group and its affiliates as of the date hereof. 

  

	 	(c)	No member of the Icahn Group is, as of the date hereof, and will not become, a party to any agreement, arrangement or understanding which could result in MENT having any obligation or liability for any brokerage fees,
commissions, underwriting discounts or other similar fees or expenses relating to the transactions contemplated by this Agreement. No payment made by MENT to the Icahn Group pursuant to this Agreement shall be subject to income tax withholding under
the U.S. federal income tax laws. 

  

	 	(d)	No member of the Icahn Group has voted, agreed to vote or granted any proxy or entered into any other arrangement with respect to the Shares. 


 

	5.	Representations and Warranties of MENT. MENT hereby represents and warrants to the Icahn Group as follows: 

  

	 	(a)	MENT has the full right, power and authority to enter into and perform its obligations under this Agreement. All action on the part of MENT necessary for the execution of this Agreement and the performance of its
obligations hereunder has been taken or will be taken prior to the Settlement Date. This Agreement constitutes the valid and binding obligation of MENT, enforceable against MENT in accordance with its terms. 


 

	 	(b)	MENT is not as of the date hereof, and will not become, a party to any agreement, arrangement or understanding which could result in the Icahn Group having any obligation or liability for any brokerage fees,
commissions, underwriting discounts or other similar fees or expenses relating to the transactions contemplated by this Agreement. 

  

	6.	No member of the Icahn Group shall vote or grant any proxy or enter into any other arrangement with respect to, the Shares after the date hereof. 


 

	7.	The parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in the federal or state
courts of the State of Oregon, in addition to any other remedy to which they are entitled at law or in equity. Furthermore, each of the parties hereto (a) consents to submit itself to the personal jurisdiction of the federal or state courts of the
State of Oregon in the event any dispute arises out of this Agreement or the transaction contemplated by this Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any
such court, (c) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by 


  
 2 








 
							
	ICAHN PARTNERS MASTER FUND LP ICAHN PARTNERS LP
			
		 	By:	 	 /s/ Keith Cozza

		 		 	Name:	 	Keith Cozza
		 		 	Title:	 	Chief Operating Officer
	
	HIGH RIVER LIMITED PARTNERSHIP
		 	By:	 	Hopper Investments LLC, general partner
		 	By:	 	Barberry Corp., its sole member
			
		 	By:	 	 /s/ Keith Cozza

		 		 	Name:	 	Keith Cozza
		 		 	Title:	 	Secretary; Treasurer


 [SIGNATURE PAGE TO MENT STOCK
PURCHASE AGREEMENT] 







 SCHEDULE A 
  

			
	 Icahn Group Member
	  	Shares
	 Icahn Partners LP
	  	3,565,194
	 Icahn Partners Master Fund LP
	  	2,882,922
	 High River Limited Partnership
	  	1,612,029








 SCHEDULE B 

1,612,029 Shares ($29,209,965.48) 
 Bank of America 

ABA# 026009593 
 Account Name: High River Limited Partnership 

Account# 002182015997 
 3,565,194 Shares ($64,601,315.28) 

Bank of America 
 ABA# 026009593 

Account Name: Icahn Partners LP 
 Account# 004832040182 

2,882,922 Shares ($52,238,546.64) 
 Bank of America 

ABA# 026009593 
 Account Name: Icahn Partners Master Fund LP 

Account# 483006922699 







 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the
day and year first written above. 
  

			
	MENTOR GRAPHICS CORPORATION
		
	By:	 	 /s/ Walden C. Rhines

		 	Name: WALDEN C. RHINES
		 	Title:   CHAIRMAN & CEO


 [SIGNATURE PAGE TO MENT STOCK
PURCHASE AGREEMENT]