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                                                                 Exhibit 10.2
                             VIEWLOGIC SYSTEMS, INC.

                               Retention Agreement
                               -------------------

         THIS  RETENTION  AGREEMENT by and between  Viewlogic  Systems,  Inc., a
Delaware corporation (the "Company") and                    (the "Executive") is
                                         ------------------  
made as of July 1, 1997 (the "Effective Date").
         WHEREAS,  the  Company  recognizes  that,  as is  the  case  with  many
publicly-held  corporations,  the  possibility  of a change  in  control  of the
Company  exists and that such  possibility,  and the  uncertainty  and questions
which  it may  raise  among  key  personnel,  may  result  in the  departure  or
distraction   of  key  personnel  to  the  detriment  of  the  Company  and  its
stockholders, and
         WHEREAS,  the Board of  Directors  of the  Company  (the  "Board")  has
determined that appropriate steps should be taken to reinforce and encourage the
continued  employment  and  dedication of the  Company's  key personnel  without
distraction  from the  possibility  of a change in  control of the  Company  and
related events and circumstances.
         NOW,  THEREFORE,  as an  inducement  for  and in  consideration  of the
Executive  remaining in its employ,  the Company agrees that the Executive shall
receive the  severance  benefits  set forth in this  Agreement  in the event the
Executive's  employment with the Company is terminated  under the  circumstances
described below subsequent to a Change in Control (as defined in Section 1.1).
      1.  KEY DEFINITIONS.

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         As used herein, the following terms shall have the following respective
 meanings:
           1.1  "CHANGE IN CONTROL" means:
               (a) the acquisition by an individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) (a "Person") of beneficial ownership of any 
capital stock of the Company if, after such acquisition, such Person beneficial-
ly owns (within the meaning of Rule 13d-3 promulgated under the Exchange  Act) 
50% or more of either (i) the then-outstanding shares of common stock of the
Company (the "Outstanding Company Common Stock") or (ii) the combined voting
power of the then-outstanding  voting securities of the Company entitled to vote
generally in the election of directors (the "Outstanding Company Voting Securi-
ties"); PROVIDED, however, that for purposes of this subsection 1.1(a), the fol-
lowing acquisitions shall not constitute a Change in Control:(i) any acquisition
directly  from the  Company,  (ii) any  acquisition  by the  Company,  (iii) any
acquisition  by any  employee  benefit  plan (or  related  trust)  sponsored  or
maintained by the Company or any corporation  controlled by the Company, or (iv)
any acquisition by any corporation pursuant to a transaction which complies with
all of clauses (i), (ii) and (iii) of subsection (c) of this Section 1.1; or
                (b)  individuals who, as of the date hereof, constitute the mem-
bers of the Board (the "Incumbent Directors") ceasing for any reason to

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constitute at least a majority of the Board; PROVIDED, however, that any indi-
vidual becoming a director subsequent to the date hereof whose election, or nom-
ination for election by the Company's stockholders, was approved by a vote of at
least a majority  of the  Incumbent  Directors  then in office  shall be deemed
to be an Incumbent  Director  (except that this provison shall not apply to any
individual whose  initial  election  as a  director  occurs  as a result  of an 
actual  or threatened election contest with respect to the election or removal
of directors or other  actual or  threatened solicitation of proxies or consents
by or on behalf of a Person other than the Board); or
               (c) the consummation of a reorganization, merger or consolidation
involving the Company or a sale or other disposition of all or substantially all
of the assets of the Company (a "Business Combination"), unless, immediately 
following such Business Combination, each of the following three conditions is 
satisfied: (i) all or substantially all of the individuals and entities who were
the beneficial owners of the Outstanding Company Common  Stock  and  Outstanding
Company  Voting  Securities  immediately  prior  to  such  Business  Combination
beneficially own, directly or indirectly,  more than 50% of the then-outstanding
shares of common  stock and the combined  voting  power of the  then-outstanding
voting  securities  entitled to vote  generally  in the  election of  directors,
respectively,  of the  resulting  or  acquiring  corporation  in  such  Business
Combination (which shall include,  without limitation,  a corporation which as a

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result  of  such  transaction  owns  the  Company  or  substantially  all of the
Company's  assets  either  directly or through one or more  subsidiaries)  (such
resulting  or  acquiring  corporation  is referred  to herein as the  "Acquiring
Corporation")  in  substantially   the  same  proportions  as  their  ownership,
immediately  prior to such  Business  Combination,  of the  Outstanding  Company
Common Stock and Outstanding  Company Voting Securities,  respectively,  (ii) no
Person  (excluding the Acquiring  Corporation  or any employee  benefit plan (or
related  trust)  maintained  or  sponsored  by  the  Company  or  the  Acquiring
Corporation) beneficially owns, directly or indirectly,  50% or more of the then
outstanding  shares  of common  stock of the  Acquiring  Corporation,  or of the
combined  voting  power  of  the  then-outstanding  voting  securities  of  such
corporation  (except  to the extent  that such  ownership  existed  prior to the
Business  Combination)  and  (iii) a  majority  of the  members  of the board of
directors of the Acquiring  Corporation were Incumbent  Directors at the time of
the execution of the initial agreement, or of the action of the Board, providing
for such Business Combination; or
               (d)  approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.
           1.2  "CHANGE IN CONTROL DATE" means the first date during the
Term (as defined in Section 2) on which a Change in Control occurs.  Anything in
this  Agreement to the contrary  notwithstanding,  if a Change in Control occurs
and if the Executive's  employment  with the Company is terminated  prior to the
date on
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which the Change in  Control  occurs or if any event  which  constitutes
Good  Reason (as  defined in Section  1.4)  occurs  prior to the date on which a
Change in Control occurs, and if it is reasonably  demonstrated by the Executive
that such  termination of employment or event which  constitutes Good Reason (i)
was at the request of a third party who has taken steps reasonably calculated to
effect a Change in  Control or (ii)  otherwise  arose in  connection  with or in
anticipation of a Change in Control, then for all purposes of this Agreement the
"Change in Control  Date" shall mean the date  immediately  prior to the date of
such termination of employment or event which constitutes Good Reason.
            1.3   "CAUSE" means:
                (a)  the Executive's intentional, willful and continuous failure
to substantially perform his or her reasonable assigned duties (other than any 
such failure resulting from incapacity due to physical or mental  illness or any
failure after the Executive gives notice of termination for Good Reason),  which
failure is  materially  and  demonstrably  injurious to the  Company,  and which
failure  is not cured  within 30 days  after a written  demand  for  substantial
performance  is received  by the  Executive  from the Board  which  specifically
identifies  the  manner  in which  the  Board  believes  the  Executive  has not
substantially performed the Executive's duties; or
                (b)  the Executive's intentional and willful engagement in il-
legal conduct or gross misconduct which is materially and demonstrably 

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injurious to the Company.
         For  purposes  of this  Section  1.3,  no act or  failure to act by the
Executive  shall be  considered  "willful"  unless it is done,  or omitted to be
done, in bad faith and without  reasonable belief that the Executive's action or
omission was in the best interests of the Company.
            1.4  "GOOD   REASON"   means  the   occurrence,   without  the
Executive's  written consent, of any of the events or circumstances set forth in
clauses (a) through (f) below.  Notwithstanding the occurrence of any such event
or  circumstance,  such occurrence shall not be deemed to constitute Good Reason
if,  prior to the Date of  Termination  specified  in the Notice of  Termination
(each as defined in Section  3.2(a)) given by the Executive in respect  thereof,
such event or  circumstance  has been fully corrected and the Executive has been
reasonably  compensated for any losses or damages resulting  therefrom (provided
that such  right of  correction  by the  Company  shall  only apply to the first
Notice of Termination for Good Reason given by the Executive).
                (a)  any significant diminution in the Executive's duties, re-
sponsibilities or authority in effect immediately prior to the earliest to occur
of (i) the Change in Control Date, (ii) the date of the execution by the Company
of the initial written agreement or instrument providing for the Change in Con-
trol or (iii) the date of the adoption by the Board of Directors of a resolution
providing  for the Change in Control  (with the  earliest to occur of such dates
referred to herein as 
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the "Measurement Date");
                (b)  a reduction in the Executive's annual base salary as in 
effect on the Measurement Date or as the same may be increased from time to 
time;
                (c)  the failure by the Company to (i) continue in effect any 
material compensation or benefit plan or program (a  "Benefit  Plan") in which  
the Executive participates or which is applicable to the Executive immediately
prior to the Measurement Date, unless an equitable arrangement (embodied in an 
ongoing substitute or alternative plan or reasonable cash  compensation in lieu 
thereof) has been made with respect to such plan or program, (ii)  continue  the
Executive's   participation  in  a  Benefit  Plan  (or  in  such  substitute  or
alternative  plan or make  reasonable  cash  compensation  in lieu thereof) on a
basis not  materially  less  favorable,  both in terms of the amount of benefits
provided  and the  level  of the  Executive's  participation  relative  to other
participants,  than the basis existing immediately prior to the Measurement Date
or  (iii)  award  cash  bonuses  to the  Executive  in  amounts  and in a manner
substantially  consistent with past practice in light of the Company's financial
performance;
                (d)  a change by the Company in the location at which the
Executive performs the  Executive's principal duties for the Company to a new 
location  that is either (i) outside a radius of 35 miles from the Executive's
principal residence immediately prior to the Measurement Date or (ii) more than 
30 miles from the location at which the Executive performs his or her  principal
duties for 
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the Company immediately prior to the Measurement Date, and which results in an
increase in the Executive's daily commuting distance;  or a requirement by the
Company that the Executive travel on Company business to a substantially greater
extent than required immediately prior to the Measurement Date;
                (e)  the failure of the Company to obtain the agreement, in a
form reasonably satisfactory to the Executive, from any successor to the Company
to assume and agree to perform this Agreement, as required by Section 7.1; or
                (f)  any failure of the Company to pay or provide to the 
Executive any portion of the  Executive's compensation or benefits due under any
Benefit Plan within  seven days of the date such  compensation  or  benefits are
due, or any material breach by the Company of any employment agreement with the 
Executive.
         The  Executive's  right to  terminate  his or her  employment  for Good
Reason shall not be affected by his or her  incapacity due to physical or mental
illness.
             1.5  "DISABILITY"  means  the  Executive's  absence  from  the
full-time  performance  of the  Executive's  duties  with  the  Company  for 180
consecutive  calendar days as a result of  incapacity  due to mental or physical
illness which is determined to be total and permanent by a physician selected by
the Company or its insurers and  acceptable to the Executive or the  Executive's
legal representative.
       2.  TERM OF AGREEMENT. This Agreement, and all rights and obligations of
the  parties  hereunder,  shall take effect  upon the  Effective  Date and shall
expire
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upon the first to occur of (a) the  expiration  of the Term (as  defined
below) if a Change in Control has not occurred  during the Term, (b) the date 24
full calendar months after the Change in Control Date, if the Executive is still
employed  by the Company as of such later date,  or (c) the  fulfillment  by the
Company of all of its  obligations  under Sections 4 and 6.2 if the  Executive's
employment with the Company  terminates within 24 full calendar months following
the Change in Control Date,  provided that Section 5 shall remain in effect from
the Effective  Date until 24 full calendar  months after the Date of Termination
of the Executive,  if such termination occurs during the Term. "Term" shall mean
the period  commencing as of the Effective Date and continuing in effect through
December 31, 2000;  PROVIDED,  however,  that  commencing on January 1, 2001 and
each  January 1  thereafter,  the Term shall be  automatically  extended for one
additional year unless, not later than 90 days prior to the scheduled expiration
of the Term (or any  extension  thereof),  the  Company  shall  have  given  the
Executive written notice that the Term will not be extended.
        3. EMPLOYMENT STATUS; TERMINATION FOLLOWING CHANGE IN CONTROL.
             3.1  NOT AN EMPLOYMENT  CONTRACT.  The  Executive  acknowledges
that this  Agreement  does not  constitute a contract of employment or impose on
the Company any  obligation to retain the Executive as an employee and that this
Agreement  does not prevent the  Executive  from  terminating  employment at any
time. If the Executive's  employment with the Company  terminates for any reason

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and  subsequently  a Change in Control shall occur,  the Executive  shall not be
entitled to any benefits  hereunder,  except as otherwise  provided  pursuant to
Section 1.2.
             3.2   TERMINATION OF EMPLOYMENT.
                (a)  If the Change in Control Date occurs during the Term, any 
termination of the  Executive's  employment by the Company or by the  Executive 
within 24 full calendar months following the Change in Control Date  (other than
due to the death of the Executive) shall be  communicated by a written notice to
the other party hereto (the "Notice of Termination"),  given in accordance with 
Section 8. Any Notice of Termination shall:(i) indicate the specific termination
provision (if any) of this Agreement relied upon by the party giving such
notice,  (ii) to the  extent applicable, set forth in reasonable   detail  the 
facts  and circumstances  claimed to  provide a basis for  termination  of the  
Executive's employment  under the  provision  so  indicated  and (iii)  specify
the Date of Termination (as defined below). The effective date of an employment 
termination (the "Date of Termination") shall be the close of business on the
date specified in the Notice of  Termination  (which  date may not be less than
30 days or more than 60 days after the date of delivery of such Notice of  
Termination),  in the case of a termination  other than due to the  Executive's
death, or the date of the Executive's death, as the case may be.
                (b)  The failure by the Executive or the Company to set forth 

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in the Notice of Termination any fact or circumstance which contributes to a 
showing of Good Reason or Cause shall not waive any right of the Executive or
the Company, respectively,  hereunder or preclude the Executive or the Company,
respectively, from asserting any such fact or circumstance in enforcing the 
Executive's or the Company's right hereunder.
                (c)  Any Notice of Termination for Cause given by the Company 
must be given within 90 days of the occurrence of the event(s) or circum-
stance(s)  which constitute(s)  Cause.  Prior to any Notice of Termination  for
Cause being given (and prior to any termination for Cause being effective), the
Executive shall be entitled  to a hearing  before  the Board at which he or she
may,  at his or her election,  be  represented  by  counsel  and at  which  he
or she  shall  have a reasonable  opportunity to be heard. Such hearing shall be
held on not less than 15 days prior written notice to the Executive  stating the
Board's intention to terminate the Executive for Cause and stating in detail the
particular  event(s) or circumstance(s) which the Board believes constitutes
Cause for termination.
                (d)  Any Notice of Termination for Good Reason given by the 
Executive must be given within six months of the occurrence of the events or 
circumstances which constitutes Good Reason.
       4.  BENEFITS TO EXECUTIVE.
            4.1  COMPENSATION.  If the Change in Control Date occurs during
the Term and the Executive's  employment with the Company  terminates  within 24
full 
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calendar  months  following the Change in Control Date, the Executive shall
be entitled to the following benefits:
                (a)  TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. If the Execu-
tive's employment  with the Company is terminated by the Company (other than for
Cause, Disability or Death) or by the Executive for Good Reason within 24 full
calendar months  following  the  Change in  Control  Date,  then the  Executive 
shall be entitled to the following benefits:
                       (i)  the Company shall pay to the Executive either in a 
lump sum in cash  within 30 days  after the Date of  Termination,  or, if the 
Executive  so elects in writing within 15 days after the Date of Termination, in
48 bi-monthly installments,  without  interest,  beginning  on the  date of the
first  normal executive  payroll of the Company  which occurs more than 30 days
after the Date of Termination, the aggregate of the following amounts:
                              (1)  the sum of (A) the Executive's base salary 
through the Date of  Termination, (B) the product of (x) the  Executive's  total
on target quarterly and annual bonuses for the current  fiscal year (meaning the
maximum amount of bonus for which the Executive is eligible for the entire 
fiscal year under the Company's executive bonus plan assuming that the  Company
and the Executive achieved all of their goals, excluding only the portion of the
bonuses referred to as the "Stretch Bonus" (the "Target Bonus")) and (y) a frac-
tion, the numerator of which is the number of days in the current  fiscal year 
through the 
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Date of Termination, and the denominator of which is 365 and (C) the
amount of any compensation previously deferred by the Executive (together with
any accrued interest or earnings  thereon) and any accrued vacation pay, in each
case to the extent not previously paid, whether in quarterly bonus payments,  or
otherwise, (the sum of the amounts  described  in clauses (A) and (C) shall be
hereinafter referred to as the "Accrued Obligations"); and
                              (2)  the amount equal to (A) two multiplied by (B)
the sum of (x) the higher of the  Executive's  annual base salary as of the 
Measurement Date or as of the date immediately  before the Date of Termination; 
and (y) the Executive's Target Bonus for the current fiscal year.
                       (ii)  for 24 full calendar months after the Date of Ter-
mination, or such  longer  period as may be provided  by the terms of the appro-
priate  plan, program, practice or policy, the Company shall continue to provide
benefits to the Executive  (other than any benefits  under the  executive  bonus
plan or the Viewlogic Systems, Inc. 401(k) Savings Plan) and the Executive's 
family at least equal to those which would have been provided to them if the Ex-
ecutive's employment had not been  terminated, in accordance with the applicable
Benefit Plans in effect on the  Measurement  Date or, if more favorable to the 
Executive and his or her family, in effect generally at any time thereafter with
respect to other peer executives of the Company and its affiliated companies; 
PROVIDED, however, that if the Executive becomes reemployed with another

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employer and is eligible to receive comparable life,  medical,  dental, health,
and accident or disability insurance benefits under another  employer-provided 
plan, on terms at least as favorable  to the  Executive  and his or her family,
then the benefits described in this clause (ii) shall be reduced to the extent 
such other benefits are available to the Executive and his or her family;
                       (iii)  to the extent not previously paid or provided, the
Company shall timely pay or provide to the Executive any other amounts or bene-
fits required to be paid or provided  or which the  Executive is eligible to re-
ceive following the Executive's termination of employment under any plan, pro-
gram, policy, practice, contract or agreement of the Company and its  affiliated
companies  (such other amounts and benefits shall be hereinafter  referred to as
the "Other Benefits");
                       (iv)  for purposes of determining eligibility (but not 
the time of commencement  of benefits) of the  Executive  for retiree  benefits
to which the Executive  is entitled,  the  Executive  shall be  considered  to 
have  remained employed by the Company until 24 months after the Date of 
Termination;
                       (v)   the Executive shall become immediately and fully 
vested with respect to any contribution made by the Company for the account of
the Executive under the Viewlogic Systems, Inc. 401(k) Savings Plan; and
                       (vi)   The Company shall pay the commercially reasonable 
fees of one executive  outplacement firm's services provided to the

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Executive, such firm to be chosen by the  Executive; and for a period of 24 full
calendar months after the Date of Termination, the Company shall provide the
Executive with an office, the use of a telephone, the use of an administrative 
assistant, the use of office  equipment  and related  supplies to assist such  
Executive in his or her search for employment.
                  (b)  RESIGNATION WITHOUT GOOD REASON; TERMINATION FOR CAUSE; 
TERMINATION FOR DEATH OR DISABILITY. If the Executive voluntarily terminates his
or her employment with the Company within 24 full calendar months  following the
Change in Control Date, excluding a termination for Good Reason, or if the Exec-
utive's employment with the Company is terminated by the Company for Cause, or
by reason of the Executive's  death or Disability within 24 full calendar months
following the Change in Control Date, then the Company shall (i) pay the 
Executive (or his or her estate,  if  applicable),  in a lump sum in cash within
15 days after the Date of Termination,  the Accrued  Obligations and (ii) timely
pay or provide to the Executive the Other Benefits.
             4.2   STOCK OPTION ACCELERATION.  This Agreement shall not alter
the terms of any stock option  agreement  outstanding  on the Effective  Date or
subsequently granted to the Executive;  provided however, that any stock options
granted  to the  Executive  after  the  Effective  Date and prior to a Change in
Control shall provide for a two-year  acceleration of vesting upon a termination
by the Company  without  Cause or  termination  by the Executive for Good Reason
within 
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24  full  calendar  months  after  the  Change  in  Control  Date,  such
acceleration  calculated  as follows:  the number of shares which will be vested
for such  options  on the Date of  Termination  will  equal the total  number of
shares of the option  times a fraction,  the  numerator of which shall equal the
number of full calendar  months from the date of grant of the option to the Date
of  Termination  plus 24 months,  and the  denominator  of which shall equal the
number of full  calendar  months from the date of grant to the date on which the
option  would  have been  fully  vested,  absent a  termination  in  employment;
provided however,  that any such acceleration shall not be effective if it would
prevent the Company  from  engaging in a  transaction  that will be treated as a
pooling for accounting purposes.
              4.3   TAXES.  Payments  under Sections 4.1 and 4.2 shall be made
without  regard to whether  the  deductibility  of such  payments  (or any other
"parachute  payments,"  as that term is defined in Section  280G of the Internal
Revenue Code of 1986,  as amended (the  "Code")("Section  280G"),  to or for the
Executive's  benefit)  would be limited or precluded by Section 280G and without
regard to  whether  such  payments  (or any  other  "parachute  payments"  as so
defined) would subject the Executive to the federal excise tax levied on certain
"excess  parachute  payments" under Section 4999 of the Code (the "Excise Tax");
provided that if the total of all "parachute payments" to or for the Executive's
benefit,  after reduction for all federal,  state and local taxes (including the
Excise Tax, if applicable)  with respect to such payments (the "Total  After-Tax
Payments"),
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would be increased by the  limitation or elimination of any payment
under  Section 4.1,  amounts  payable  under Section 4.1 shall be reduced to the
extent,  and only to the  extent,  necessary  to  maximize  the Total  After-Tax
Payments.  For  purposes of  determining  whether and to what extent the amounts
payable  under  Section  4.1 are to be reduced or  eliminated  no portion of the
payments  under Sections 4.1 or 4.2 shall be taken into account which based upon
the advice of tax counsel to the Company do not constitute a "parachute payment"
within the meaning of Section 280G. The  determination as to whether and to what
extent  payments under Section 4.1 are required to be reduced in accordance with
the  preceding  sentence  shall be made at the  Company's  expense by Deloitte &
Touche,  LLP or by such other certified public  accounting firm as the Board may
designate prior to the Change in Control Date. If the payments under Section 4.1
are to be so reduced  pursuant to this Section 4.3, the  Executive  shall choose
which  payment or payments to be made under  Section 4.1 are to be eliminated or
reduced.  In the event of any underpayment or overpayment  under Section 4.1, as
adjusted by this Section 4.3, as determined  by Deloitte & Touche,  LLP (or such
other firm as may have been designated in accordance with this Section 4.3), the
amount of such  underpayment or overpayment shall forthwith be paid to Executive
or refunded to the Company,  as the case may be, with interest at the applicable
federal rate provided for in Section 7872(f)(2) of the Code.
               4.4   MITIGATION.  The  Executive  shall  not  be  required  to
mitigate the
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amount of any payment or benefits provided for in this Section 4 by
seeking other  employment or otherwise.  Further,  except as provided in Section
4.1(a)(ii), the amount of any payment or benefits provided for in this Section 4
shall not be reduced by any compensation  earned by the Executive as a result of
employment by another employer,  by retirement benefits,  by disability or death
benefits,  by offset  against any amount  claimed to be owed by the Executive to
the Company or otherwise.
        5  NON-SOLICITATION OF EMPLOYEES. From the date of this Agreement until
two years after the Date of  Termination  the  Executive  shall not  directly or
indirectly  (a) solicit for hire,  as an  employee,  consultant,  contractor  or
otherwise,  any  then  current  employee  of the  Company;  or (b)  hire,  as an
employee,  consultant,  contractor or otherwise, any person who is, or has been,
an employee of the  Company,  unless (i) such person has not been an employee of
the Company  (directly or indirectly) for more than six months prior to the date
of hire, or (ii) such person's  employment was terminated by the Company and not
by such person.
        6.  DISPUTES.
                6.1  SETTLEMENT OF DISPUTES;  ARBITRATION.  All claims by the
Executive for benefits under this Agreement  shall be directed to and determined
by the  Board and shall be in  writing.  Any  denial by the Board of a claim for
benefits under this Agreement shall be delivered to the Executive in writing and
shall set
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forth the specific reasons for the denial and the specific  provisions
of this Agreement  relied upon. The Board shall afford a reasonable  opportunity
to the  Executive  for a review of the  decision  denying a claim.  Any  further
dispute or controversy  arising under or in connection with this Agreement shall
be settled  exclusively by arbitration in Boston,  Massachusetts,  in accordance
with the rules of the American Arbitration  Association then in effect. Judgment
may be entered on the arbitrator's award in any court having jurisdiction.
              6.2  EXPENSES. The Company  agrees to pay as incurred,  to the
full extent  permitted by law, all attorney,  accounting,  arbitration and other
fees and expenses  which the Executive may  reasonably  incur as a result of any
claim or contest by the Company,  the Executive or others regarding the validity
or enforceability of, or liability under, any provision of this Agreement or any
guarantee of performance thereof (including,  without limitation, as a result of
any  contest by the  Executive  regarding  the amount of any payment or benefits
pursuant to this Agreement)  provided that the Executive  prevails in such claim
or contest,  plus in each case interest on any delayed payment at the applicable
Federal rate provided for in Section 7872(f)(2) of the Code.
         7.  SUCCESSORS; BINDING AGREEMENT.
               7.1  The Company shall require any successor (whether direct or
indirect,   by  purchase,   merger,   consolidation  or  otherwise)  to  all  or
substantially  all of the business or assets of the Company  expressly to assume
and agree to perform 
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<PAGE>

this Agreement to the same extent that the Company would be
required to perform it if no such  succession  had taken  place.  Failure of the
Company  to  obtain  an  assumption  of  this  Agreement  at  or  prior  to  the
effectiveness  of any  succession  shall be a breach of this Agreement and shall
constitute Good Reason if the Executive elects to terminate employment (and such
termination shall be deemed to have occurred after a Change in Control),  except
that for  purposes of  implementing  the  foregoing,  the date on which any such
succession becomes effective shall be deemed the Date of Termination. As used in
this  Agreement,  "Company"  shall mean the  Company  as  defined  above and any
successor  to its business or assets as  aforesaid  which  assumes and agrees to
perform this Agreement, by operation of law or otherwise.
              7.2  This  Agreement  shall  inure  to the  benefit  of and be
enforceable by the  Executive's  personal or legal  representatives,  executors,
administrators,  successors, heirs, distributees,  devisees and legatees. If the
Executive should die while any amount would still be payable to the Executive or
his or her family  hereunder if the Executive  had  continued to live,  all such
amounts,  unless otherwise provided herein, shall be paid in accordance with the
terms  of  this  Agreement  to  the  executors,   personal   representatives  or
administrators of the Executive's estate.
         8.  NOTICE.  All notices,  instructions and other communications  given
hereunder  or in  connection  herewith  shall be in  writing.  Any such  notice,

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instruction or communication shall be sent either (i) by registered or certified
mail, return receipt requested, postage prepaid, or (ii) prepaid via a reputable
nationwide  overnight courier service,  in each case addressed to the Company at
293 Boston Post Road West, Marlboro, MA 01752, Attention:  President, and to the
Executive  at the home address most  recently  provided by the  Executive to the
Company  (or to such other  address as either the Company or the  Executive  may
have furnished to the other in writing in accordance herewith). Any such notice,
instruction  or  communication  shall be  deemed  to have  been  delivered  five
business days after it is sent by registered or certified  mail,  return receipt
requested, postage prepaid, or one business day after it is sent via a reputable
nationwide  overnight  courier  service.  Either  party  may  give  any  notice,
instruction or other communication  hereunder using any other means, but no such
notice,  instruction  or other  communication  shall be deemed to have been duly
delivered  unless and until it  actually is received by the party for whom it is
intended.
         9.  MISCELLANEOUS.
                9.1  EMPLOYMENT BY SUBSIDIARY.  For purposes of this Agreement,
the  Executive's  employment  with  the  Company  shall  not be  deemed  to have
terminated  solely as a result of the  Executive  continuing to be employed by a
wholly-owned subsidiary of the Company.
                9.2   SEVERABILITY.  If any  provision  of  this  Agreement  is
declared invalid or unenforceable,  such provision shall be deemed automatically
adjusted  to
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<PAGE>

conform to the  requirements  for  validity  or  enforceability  as
declared at such time while  maintaining the original intent of the provision to
the greatest extent possible and, as so adjusted, shall be deemed a provision of
this  Agreement  as  though   originally   included  herein.  If  the  provision
invalidated  or deemed  unenforceable  is of such a nature  that it cannot be so
adjusted,  the provision  shall be deleted from this  Agreement as though it had
never been included therein. The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or  enforceability  of any other
provision of this Agreement, which shall remain in full force and effect.
                9.3   INJUNCTIVE RELIEF.  The Company and the Executive  agree
that any breach of this  Agreement by the Company or the  Executive is likely to
cause the  Executive  or the  Company  substantial  and  irrevocable  damage and
therefore,  in the event of any such breach,  in addition to such other remedies
which may be  available,  the  Executive or the Company  shall have the right to
seek specific performance and injunctive relief.
                9.4   GOVERNING LAW. The validity, interpretation, construction,
enforceability  and  performance  of this  Agreement  shall be  governed  by the
internal laws of the Commonwealth of Massachusetts,  without regard to conflicts
of law principles.
                9.5  WAIVERS.  No waiver by the  Executive  at any time of any
breach of, or compliance with, any provision of this Agreement to be performed
by
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<PAGE>

the Company  shall be deemed a waiver of that or any other  provision  at any
subsequent time.
                9.6   COUNTERPARTS.   This   Agreement   may  be  executed  in
counterparts,  each of which shall be deemed to be an original but both of which
together will constitute one and the same instrument.
                9.7   TAX WITHHOLDING. Any payments provided for hereunder shall
be paid net of any applicable tax withholding  required under federal,  state or
local law.
                9.8   ENTIRE AGREEMENT.  Except as provided in the  Executive's
stock  option  agreements  or Invention  and  Non-Disclosure  Agreement  (or any
comparable  agreement  with a different  title),  this  Agreement sets forth the
entire  agreement  of the  parties  hereto  in  respect  of the  subject  matter
contained  herein and  supersedes  all prior  agreements,  promises,  covenants,
arrangements,  communications,  representations  or warranties,  whether oral or
written, by any officer, employee or representative of any party hereto; and any
prior agreement of the parties hereto in respect of the subject matter contained
herein is hereby  terminated and cancelled.  Nothing contained in this Agreement
shall limit the  Executive's or the Company's  rights,  obligations and benefits
under the Executive's  stock option  agreement and Invention and  Non-Disclosure
Agreement.
                9.9   AMENDMENTS.  The Executive and the Company may, by mutual
agreement,  amend or modify  this  Agreement,  provided,  however  that any 

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<PAGE>

such amendment  or  modification  shall  only be  effected  by a  written  
instrument executed by both the Company and the Executive.
                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Agreement as a sealed instrument as of the day and year first set forth above.

                                    VIEWLOGIC SYSTEMS, INC.

                                    By:
                                       -------------------------------

                                    Title:
                                          ----------------------------


                                    EXECUTIVE

                                    ---------------------------


                                    Name:
                                         ----------------------


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