Exhibit 10.37


 


FORM OF SYNOPSYS, INC.

2005 NON-EMPLOYEE DIRECTORS EQUITY INCENTIVE PLAN


 


RESTRICTED STOCK GRANT NOTICE


 


(ANNUAL AWARD)


 


Synopsys, Inc. (the “Corporation”),
pursuant to its 2005 Non-Employee Directors Equity Incentive Plan (the “Plan”) hereby grants to Eligible
Director the right to acquire the number of shares of the Corporation’s Common
Stock set forth below (“Annual Award”).  This Annual Award is subject to all of the
terms and conditions as set forth herein and in the Restricted Stock Agreement
and the Plan, both of which are attached hereto and incorporated herein in
their entirety.


 




	
  Eligible Director:

  	
   

  	
   

  
	
  Date of Grant:

  	
   

  	
   

  
	
  Number of Shares Subject to Annual Award:

  	
   

  	
   

  
	
  Closing Date:

  	
   

  	
   

  






 


Vesting Schedule:                          The
shares subject to this Annual Award will vest in a series of thirty-six (36)
successive equal installments for each month the Eligible Director continues in
Board service from the Date of Grant through the third anniversary of the Date
of Grant.


 


Additional Terms/Acknowledgements:  The undersigned Eligible Director
acknowledges receipt of, and understands and agrees to, this Restricted Stock Grant
Notice, the Restricted Stock Agreement, and the Plan.  Eligible Director further acknowledges that
as of the Date of Grant, this Restricted Stock Grant Notice, the Restricted
Stock Agreement, and the Plan set forth the entire understanding between Eligible
Director and the Corporation regarding the acquisition of stock in the Corporation
pursuant to the Annual Award specified above and supersede all prior oral and
written agreements on that subject.


 


	
  SYNOPSYS, INC.

  	
   

  	
  ELIGIBLE DIRECTOR:

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
						



 


ATTACHMENTS:                Restricted Stock
Agreement, and 2005 Non-Employee Directors Equity Incentive Plan


 

















 


ATTACHMENT I


 


SYNOPSYS,
INC.

2005 NON-EMPLOYEE DIRECTORS EQUITY INCENTIVE PLAN


 


RESTRICTED
STOCK AGREEMENT


 


Synopsys, Inc. (the “Corporation”)
wishes to issue to the Eligible Director (“you”) named
in the attached Restricted Stock Grant
Notice (“Grant Notice”), and
you wish to acquire, shares of Common Stock from the Corporation, as set forth
in your Grant Notice pursuant to the
provisions of the Corporation’s 2005 Non-Employee Directors Equity Incentive Plan (the “Plan”) as set forth in the Grant Notice.  A copy of the Plan is attached to the Grant
Notice as Attachment II.


 


Therefore, pursuant
to the terms of the Grant Notice and this Restricted Stock Agreement (the “Agreement”) (collectively, the “Annual Award”), the Corporation grants you the right to acquire the number of
shares of Common Stock indicated in the Grant Notice in exchange for past or
future services to be rendered to the Corporation.  In the event additional consideration is
required by law so that the Common Stock acquired under this Agreement is deemed
fully paid and nonassessable, the Board shall determine the amount and
character of such additional consideration to be paid.  Defined terms not explicitly defined in this
Agreement but defined in the Plan shall have the same definitions as in the
Plan.


 


The details of your Annual Award
are as follows:


 


1.             ACQUISITION OF SHARES. By signing the Grant Notice, you hereby
agree to acquire from the Corporation, and the Corporation hereby agrees to issue
to you, the aggregate number of shares of Common Stock specified in your Grant
Notice for the consideration set forth in Section 3 and subject to all of
the terms and conditions of the Annual Award and the Plan.  You may
not acquire less than the aggregate number of shares specified in the Grant
Notice.


 


2.             CLOSING.  Your acquisition of the shares shall be
consummated as follows:


 


(a)           You will acquire the shares by delivering your
Grant Notice, executed by you in the manner required by the Corporation, to the Corporate Secretary of the Corporation, or to such other person as the Corporation may designate, during regular business hours, on
the Closing Date specified in the Grant Notice (or at such other time
and place as you and the Corporation may mutually agree upon in writing) along
with any consideration, other than your past or future services, required to be
delivered by you by law on the Closing Date pursuant to Section 3 and such additional documents as the Corporation may then require.


 


(b)           The Corporation will direct the transfer
agent for the Corporation to deliver to the
Escrow Agent pursuant to the terms of Section 9, below, the certificate or
certificates evidencing the shares of Common Stock being acquired by you.  You acknowledge and agree that any such
shares may be held in book entry form directly registered with the transfer
agent or in such other form as the Corporation may determine.


 

















 


3.             CONSIDERATION.  Unless otherwise required by law,
the shares of Common Stock to be delivered to you on the Closing Date shall be
deemed paid, in whole or in part in exchange for past and future services to be
rendered to the Corporation in the amounts and to the extent required by law.


 


4.             VESTING.  Subject to the limitations
contained herein, the shares you acquire will vest as follows:


 


(a)           The
shares will vest as provided in the Vesting Schedule set forth in your
Grant Notice, provided that vesting will cease upon the termination of your Board
service.


 


(b)           In
the event of your death or Permanent Disability during the period of your Board
service, the shares will vest in that number of additional shares of Common
Stock subject to the Annual Award in which you would have vested had you
continued in Board service until the next Annual Meeting.


 


(c)           Shares
acquired by you that have vested in accordance with the Vesting Schedule set
forth in the Grant Notice and this Section 4 are “Vested
Shares.”  Shares acquired
by you pursuant to this Agreement that are not Vested Shares are “Unvested Shares.”


 


5.             CAPITALIZATION CHANGES.  The
number of shares of Common Stock subject to your Annual Award and referenced in your Grant Notice may be
adjusted from time to time for changes in capitalization pursuant to Section IV.C
of the Plan.


 


6.             SECURITIES LAW COMPLIANCE. 
Notwithstanding anything to the contrary contained herein, you may not acquire
any shares of Common Stock under your Annual Award unless the shares of Common Stock issuable upon
such acquisition are then registered under the Securities Act of 1933, as
amended (the “Securities Act”) or, if such
shares of Common Stock are not then so registered, the Corporation has determined that such acquisition would be
exempt from the registration requirements of the Securities Act.  The acquisition of shares under your Annual
Award also must comply with other applicable
laws and regulations governing your Annual Award, and you may not acquire such shares if the Corporation determines that such acquisition would not be in
material compliance with such laws and regulations.


 


7.             RIGHT OF REACQUISITION.  The
Corporation shall simultaneously with the termination of your Board service automatically
reacquire (the “Reacquisition Right”) for no
consideration all of the Unvested Shares, unless the Corporation
agrees to waive its Reacquisition Right as to some or all of the Unvested
Shares.  Any such waiver shall be
exercised by the Corporation by written notice to you or your representative
(with a copy to the Escrow Agent, as defined below) within ninety (90) days
after the termination of your Board service, and the Escrow Agent may then
release to you the number of Unvested Shares not being reacquired by the Corporation.  If the Corporation does not waive its
reacquisition right as to all of the Unvested Shares, then upon such
termination of your Board service, the Escrow Agent shall transfer to the Corporation
the number of Unvested Shares the Corporation is reacquiring.  The Reacquisition Right shall expire when all
of the shares have become Vested Shares in accordance with Section 4.


 


2

















 


8.             CERTAIN
CORPORATE TRANSACTIONS. 
In the event of a Corporate Transaction as defined in the Plan, the
Reacquisition Right may be assigned by the Corporation to the successor of the Corporation
(or such successor’s parent Corporation), if any, in connection with such
transaction.  To the extent the
Reacquisition Right remains in effect following such transaction, it shall
apply to the new capital stock or other property received in exchange for the Common
Stock in consummation of the transaction, but only to the extent the Common
Stock was at the time covered by such right.


 


9.             ESCROW
OF UNVESTED COMMON STOCK.  As
security for your faithful performance of the terms of this Agreement and to
insure the availability for delivery of your Common Stock upon execution of the
Reacquisition Right provided in Section 7, above, you agree to the
following “Joint Escrow” and “Joint Escrow Instructions,” and you and the Corporation
hereby authorize and direct the Corporate Secretary of the Corporation or the
Corporate Secretary’s designee (“Escrow Agent”)
to hold the documents delivered to Escrow Agent pursuant to the terms of this
Agreement and of your Grant Notice, in
accordance with the following Joint Escrow Instructions:


 


(a)           In
the event you cease your Board service, the Corporation shall pursuant to the
Reacquisition Right in Section 7, above, automatically reacquire for no
consideration all Unvested Shares, within the meaning of Section 4, above,
as of the date of such termination, unless the Corporation elects to waive such
right as to some or all of the Unvested Shares. 
If the Corporation (or its assignee) elects to waive the Reacquisition
Right, the Corporation or its assignee will give you and Escrow Agent a written
notice specifying the number of shares of stock not to be reacquired. You and
the Corporation hereby irrevocably authorize and direct Escrow Agent to close
the transaction contemplated by such notice as soon as practicable following
the date of termination of service in accordance with the terms of this
Agreement and the notice of waiver, if any.


 


(b)           Vested
Shares shall be delivered to you upon your request given in the manner provided
in Section 19 for providing notices.


 


(c)           At
any closing involving the transfer or delivery of some or all of the property
subject to the Grant Notice and this Agreement, Escrow Agent is directed (i) to
date any stock assignments necessary for the transfer in question, (ii) to
fill in the number of shares being transferred, and (iii) to deliver same,
together with the certificate, if any, evidencing the shares of Common Stock to
be transferred, to you or the Corporation, as applicable.


 


(d)           You
irrevocably authorize the Corporation to deposit with Escrow Agent the
certificates, if any, evidencing shares of Common Stock to be held by Escrow
Agent hereunder and any additions and substitutions to said shares as specified
in this Agreement.  You do hereby
irrevocably constitute and appoint Escrow Agent as your attorney-in-fact and
agent for the term of this escrow to execute with respect to such securities
and other property all documents of assignment and/or transfer and all stock
certificates necessary or appropriate to make all securities negotiable and
complete any transaction herein contemplated.


 


3

















 


(e)           This
escrow shall terminate upon the expiration or application in full of the
Reacquisition Right, whichever occurs first, and the completion of the tasks
contemplated by these Joint Escrow Instructions.


 


(f)            If
at the time of termination of this escrow, Escrow Agent should have in its
possession any documents, securities, or other property belonging to you,
Escrow Agent shall deliver all of same to you and shall be discharged of all
further obligations hereunder.


 


(g)           Except
as otherwise provided in these Joint Escrow Instructions, Escrow Agent’s duties
hereunder may be altered, amended, modified, or revoked only by a writing
signed by all of the parties hereto.


 


(h)           Escrow
Agent shall be obligated only for the performance of such duties as are
specifically set forth herein and may rely and shall be protected in relying or
refraining from acting on any instrument reasonably believed by Escrow Agent to
be genuine and to have been signed or presented by the proper party or parties
or their assignees.  Escrow Agent shall
not be personally liable for any act Escrow Agent may do or omit to do
hereunder as Escrow Agent or as attorney-in-fact for you while acting in good
faith and any act done or omitted by Escrow Agent pursuant to the advice of
Escrow Agent’s own attorneys shall be conclusive evidence of such good faith.


 


(i)            Escrow
Agent is hereby expressly authorized to disregard any and all warnings given by
any of the parties hereto or by any other person or corporation, excepting only
orders or process of courts of law, and is hereby expressly authorized to
comply with and obey orders, judgments, or decrees of any court.  In case Escrow Agent obeys or complies with
any such order, judgment, or decree of any court, Escrow Agent shall not be
liable to any of the parties hereto or to any other person, firm, or
corporation by reason of such compliance, notwithstanding any such order,
judgment, or decree being subsequently reversed, modified, annulled, set aside,
vacated, or found to have been entered without jurisdiction.


 


(j)            Escrow
Agent shall not be liable in any respect on account of the identity, authority,
or rights of the parties executing or delivering or purporting to execute or
deliver this Agreement or any documents or papers deposited or called for
hereunder.


 


(k)           Escrow
Agent shall not be liable for the outlawing of any rights under any statute of
limitations with respect to these Joint Escrow Instructions or any documents
deposited with Escrow Agent.


 


(l)            Escrow
Agent’s responsibilities as Escrow Agent hereunder shall terminate if Escrow
Agent shall cease to be the Secretary of the Corporation or if Escrow Agent
shall resign by written notice to each party. 
In the event of any such termination, the Corporation may appoint any
officer or assistant officer of the Corporation or other person who in the
future assumes the position of Secretary for the Corporation as successor
Escrow Agent and you hereby confirm the appointment of such successor or
successors as your attorney-in-fact and agent to the full extent of such
successor Escrow Agent’s appointment.


 


4

















 


(m)          If
Escrow Agent reasonably requires other or further instruments in connection
with these Joint Escrow Instructions or obligations in respect hereto, the
necessary parties hereto shall join in furnishing such instruments.


 


(n)           It
is understood and agreed that should any dispute arise with respect to the
delivery and/or ownership or right of possession of the securities, Escrow
Agent is authorized and directed to retain in its possession without liability
to anyone all or any part of said securities until such dispute shall have been
settled either by mutual written agreement of the parties concerned or by a final
order, decree, or judgment of a court of competent jurisdiction after the time
for appeal has expired and no appeal has been perfected, but Escrow Agent shall
be under no duty whatsoever to institute or defend any such proceedings.


 


(o)           By
signing this Agreement below Escrow Agent becomes a party hereto only for the
purpose of said Joint Escrow Instructions in this Section 9; Escrow Agent
does not become a party to any other rights and obligations of this Agreement
apart from those in this Section 9.


 


(p)           Escrow
Agent shall be entitled to employ such legal counsel and other experts as
Escrow Agent may deem necessary properly to advise Escrow Agent in connection
with Escrow Agent’s obligations hereunder. 
Escrow Agent may rely upon the advice of such counsel, and may pay such
counsel reasonable compensation therefor. 
The Corporation shall be responsible for all fees generated by such
legal counsel in connection with Escrow Agent’s obligations hereunder.


 


(q)           These
Joint Escrow Instructions set forth in this Section 9 shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.  It is
understood and agreed that references to “Escrow Agent” or “Escrow Agent’s”
herein refer to the original Escrow Agent and to any and all successor Escrow
Agents.  It is understood and agreed that
the Corporation may at any time or from time to time assign its rights under
the Agreement and these Joint Escrow Instructions in whole or in part.


 


10.          EXECUTION
OF DOCUMENTS.  You
hereby acknowledge and agree that the manner selected by the Corporation by
which you indicate your consent to your Grant Notice is also deemed to be your
execution of your Grant Notice and of this Agreement.  You further agree that such manner of
indicating consent may be relied upon as your signature for establishing your
execution of any documents to be executed in the future in connection with your
Annual Award.


 


11.          IRREVOCABLE
POWER OF ATTORNEY.  You
constitute and appoint the Corporation’s Secretary as attorney-in-fact and
agent to transfer said Common Stock on the books of the Corporation with full
power of substitution in the premises, and to execute with respect to such
securities and other property all documents of assignment and/or transfer and
all stock certificates necessary or appropriate to make all securities
negotiable and complete any transaction herein contemplated.  This is a special power of attorney coupled
with an interest (specifically, the Corporation’s underlying security interest
in retaining the shares of Common Stock in the event you do not perform the
associated services for the Corporation), and is


 


5

















 


irrevocable and shall survive your death or legal incapacity.  This power of attorney is limited to the
matters specified in this Agreement.


 


12.          RIGHTS
AS STOCKHOLDER. 
Subject to the provisions of this Agreement, you shall have the right to
exercise all rights and privileges of a stockholder of the Corporation with
respect to the shares deposited in the Joint
Escrow.  You shall be deemed to be the
holder of the shares for purposes of receiving any dividends that may be paid
with respect to such shares and for purposes of exercising any voting rights
relating to such shares, even if some or all of the shares are Unvested Shares.


 


13.          LIMITATIONS
ON TRANSFER OF THE COMMON STOCK.  In
addition to any other limitation on transfer created by applicable securities
laws, you shall not sell, assign, hypothecate, donate, encumber, or otherwise
dispose of any interest in the Common Stock while such shares of Common Stock
are Unvested Shares or continue to be held in the Joint Escrow; provided, however, that an interest in such shares may be
transferred pursuant to a qualified domestic relations order as defined in the Internal
Revenue Code of 1986, as amended (the “Code”) or
Title I of the Employee Retirement Income Security Act.  After any Common Stock has been released from
the Joint Escrow, you shall not sell, assign, hypothecate, donate, encumber, or
otherwise dispose of any interest in the Common Stock except in compliance with
the provisions herein and applicable securities laws.


 


14.          RESTRICTIVE
LEGENDS.  Any
certificates representing the Common Stock shall have endorsed thereon appropriate
legends as determined by the Corporation.


 


15.          NON-TRANSFERABILITY
OF THE ANNUAL AWARD. 
Your Annual Award (except for Vested Shares issued pursuant thereto) is
not transferable except by will or by the laws of descent and
distribution.  In the event of the
termination of your Board service prior to the Closing Date, the closing contemplated
in this Agreement shall not occur.


 


16.          ANNUAL AWARD NOT A SERVICE CONTRACT.  Your Annual
Award is not an employment or service
contract, and nothing in your Annual Award shall be deemed to create in any way whatsoever any obligation on your
part to continue in the service of the Corporation.  In
addition, nothing in your Annual Award shall obligate the Corporation,
its respective stockholders, or the Board to continue any relationship that you
might have as an Eligible Director.


 


17.          WITHHOLDING OBLIGATIONS.  At the
time your Annual Award is granted,
or at any time thereafter as requested by the Corporation, you hereby authorize withholding from any
amounts payable to you, or otherwise agree to make adequate provision in cash
for, any sums required to satisfy the federal, state, local and foreign tax
withholding obligations of the Corporation, if any, which arise in connection with your Annual Award.  In the Corporation’s sole discretion, the Corporation may elect, and you hereby authorize the Corporation, to withhold Vested Shares in such amounts as
the Corporation determines are
necessary to satisfy your obligation pursuant to the preceding sentence.


 


18.          TAX
CONSEQUENCES.   You agree to review with your own tax
advisors the federal, state, local and foreign tax consequences of this
investment and the transactions


 


6

















 


contemplated by this Agreement. 
You shall rely solely on such advisors and not on any statements or
representations of the Corporation or any of its agents.  You understand that you (and not the Corporation)
shall be responsible for your own tax liability that may arise as a result of
this investment or the transactions contemplated by this Agreement.  You understand that Section 83 of the
Code taxes as ordinary income to you the fair market value of the shares of
Common Stock as of the date any restrictions on the shares lapse (that is, as
of the date on which part or all of the shares vest).  In this context, “restriction” includes the
right of the Corporation to reacquire the shares pursuant to its Reacquisition
Right.  You understand that you may elect
to be taxed on the fair market value of the shares at the time the shares are acquired
rather than when and as the Corporation’s Reacquisition Right expires by filing
an election under Section 83(b) of the Code with the Internal Revenue
Service within thirty (30) days after the date you acquire the shares pursuant
to your Annual Award.  YOU ACKNOWLEDGE
THAT IT IS YOUR SOLE RESPONSIBILITY, AND NOT THE CORPORATION’S, TO FILE A
TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN IF YOU REQUEST THE CORPORATION
OR ITS REPRESENTATIVES TO MAKE THE FILING ON YOUR BEHALF.  You further acknowledge that you are aware
that should you file an election under Section 83(b) of the Code and
then subsequently forfeit the shares, you will not be able to report as a loss
the value of any shares forfeited and will not get a refund of any of the tax
paid.


 


19.          NOTICES.  Any notice or request
required or permitted hereunder shall be given in writing to each of the other
parties hereto and shall be deemed effectively given on the earlier of (i) the
date of personal delivery, including delivery by express courier, or (ii) the
date that is five (5) days after deposit in the United States Post Office
(whether or not actually received by the addressee), by registered or certified
mail with postage and fees prepaid, addressed at the following addresses, or at
such other address(es) as a party may designate by ten (10) days’ advance
written notice to each of the other parties hereto:


 


	
  CORPORATION:

  	
   

  	
  Synopsys, Inc.

  
	
   

  	
   

  	
  700 East Middlefield Road

  
	
   

  	
   

  	
  Mountain View, California 94043

  
	
   

  	
   

  	
  Attn: General Counsel

  
	
   

  	
   

  	
   

  
	
  YOU:

  	
   

  	
  Your address as on file with the Corporation

  at the time notice is given

  
	
   

  	
   

  	
   

  
	
  ESCROW AGENT:

  	
   

  	
  Corporate Secretary

  
	
   

  	
   

  	
  Synopsys, Inc.

  
	
   

  	
   

  	
  700 East Middlefield Road

  
	
   

  	
   

  	
  Mountain View, California 94043

  



 


20.          MISCELLANEOUS.


 


(a)           The
rights and obligations of the Corporation under your Annual Award shall be
transferable to any one or more persons or entities, and all covenants and
agreements hereunder shall inure to the benefit of, and be enforceable by, the Corporation’s
successors and assigns. Your rights and obligations under your Annual Award may
only be assigned with the prior written consent of the Corporation.


 


7

















 


(b)           You
agree upon request to execute any further documents or instruments necessary or
desirable in the sole determination of the Corporation to carry out the
purposes or intent of your Annual Award.


 


(c)           You
acknowledge and agree that you have reviewed your Annual Award in its entirety,
have had an opportunity to obtain the advice of counsel prior to executing and
accepting your Annual Award and fully understand all provisions of your Annual
Award.


 


21.          GOVERNING PLAN DOCUMENT.  Your Annual
Award is subject to all the provisions of
the Plan, the provisions of which are hereby made a part of your Annual
Award, and is further subject to all
interpretations, amendments, rules and regulations which may from time to
time be promulgated and adopted pursuant to the Plan.  In the event of any conflict between the
provisions of your Annual Award and
those of the Plan, the provisions of the Plan shall control.


 


22.          OTHER DOCUMENTS.  You hereby acknowledge receipt
or the right to receive a document providing the information required by Rule 428(b)(1) promulgated
under the Securities Act.  In addition,
you acknowledge receipt of the Company’s Insider Trading Policy.


 


* * * * *


 


This Restricted Stock Agreement shall be deemed to be
signed by the Corporation and the Eligible Directors upon the signing by the Eligible
Director of the Restricted Stock Grant Notice to which it is attached.


 


The Escrow Agent hereby acknowledges and accepts its
rights and responsibilities pursuant to Section 9, above.


 


 


	
   

  	
   

  
	
   

  	
   

  
	
  Escrow Agent

  



 


8