Exhibit 10.38


 


FORM OF SYNOPSYS, INC.


2005 NON-EMPLOYEE DIRECTORS EQUITY INCENTIVE PLAN


 


OPTION GRANT NOTICE


([INITIAL] [ANNUAL OR INTERIM] AWARD)


 


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


 




	
  Eligible Director:

  	
   

  	
   

  
	
  Date of Grant:

  	
   

  	
   

  
	
  Number of Shares Subject to Option:

  	
   

  	
   

  
	
  Exercise Price (Per Share):

  	
   

  	
   

  
	
  Total Exercise Price:

  	
   

  	
   

  
	
  Expiration Date:

  	
   

  	
   

  






 


	
  Type of Grant:

  	
  Nonstatutory Stock Option

  
	
   

  	
   

  
	
  Exercise Schedule:

  	
  [Initial Award: 
  The shares vest and become exercisable in a series of four
  (4) successive equal installments as the Eligible Director continues in
  Board service through the date immediately preceding each of the first four
  (4) Annual Meetings following the Date of Grant.]

  
	
   

  	
   

  
	
   

  	
  [Annual or Interim Award:  The shares vest and become exercisable 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.]

  
	
   

  	
   

  
	
  Payment:

  	
  By one or a combination of the following items
  (described in the Option Agreement):

  
	
   

  	
   

  
	
   

  	
  ý

  	
  By cash or check

  
	
   

  	
  ý

  	
  Pursuant to a broker-dealer sale and remittance
  procedure

  
	
   

  	
  ý

  	
  By delivery of already-owned shares

  



 


Additional Terms/Acknowledgements:
The undersigned Eligible Director acknowledges receipt of, and understands and
agrees to, this Option Grant Notice, the Option Agreement, and the Plan.  Eligible Director further acknowledges that
as of the Date of Grant, this Option Grant Notice, the Option Agreement, and
the Plan set forth the entire understanding between Eligible Director and the Corporation
regarding the option granted hereby and supersede all prior oral and written
agreements on that subject.


 


	
  SYNOPSYS, INC.

  	
   

  	
  ELIGIBLE DIRECTOR:

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
						



 


ATTACHMENTS:  Option Agreement, Notice of Exercise, and 2005
Non-Employee Directors Equity Incentive Plan 


 

















 


ATTACHMENT I

SYNOPSYS, INC. 2005 NON-EMPLOYEE DIRECTORS EQUITY INCENTIVE PLAN


OPTION AGREEMENT

(NONSTATUTORY STOCK OPTION)


 


Pursuant
to your Option Grant Notice (“Grant Notice”) and this Option Agreement, Synopsys, Inc.
(the “Corporation”)
has granted you an option under its 2005 Non-Employee Directors Equity
Incentive Plan (the “Plan”)
to purchase the number of shares of the Corporation’s Common Stock indicated in
your Grant Notice at the exercise price indicated in your Grant Notice.  Defined terms not explicitly defined in this
Option Agreement but defined in the Plan shall have the same definitions as in
the Plan.  A copy of the Plan is attached
to the Grant Notice as Attachment III.


 


The
details of your option are as follows:


 


1.             VESTING.  Subject to the limitations contained herein,
your option will vest as provided in your Grant Notice, provided that vesting
will cease upon the termination of your Board service.


 


2.             NUMBER
OF SHARES AND EXERCISE PRICE. 
The number of shares of Common Stock subject to your option and your
exercise price per share referenced in your Grant Notice may be adjusted from
time to time for changes in capitalization pursuant to Section IV.C of the
Plan.


 


3.             METHOD
OF PAYMENT.  Payment of
the exercise price is due in full upon exercise of all or any part of your
option.  You may elect to make payment of
the exercise price in cash or by check or in any other manner permitted by your
Grant Notice, which may include one or more of the following:


 


(a)           Provided
that at the time of exercise the Common Stock is publicly traded on a national
securities exchange, by full payment through a broker-dealer sale and
remittance procedure developed under Regulation T as promulgated by the Federal
Reserve Board pursuant to which you (i) shall provide irrevocable written
instructions to a brokerage firm acceptable to the Corporation to effect the
immediate sale of the purchased shares and remit to the Corporation, out of the
sale proceeds available on the settlement date, sufficient funds to cover the
aggregate exercise price payable for the purchased shares, and (ii) shall
concurrently provide written directives to the Corporation to deliver the
certificates for  the purchased shares
directly to such brokerage firm in order to complete the sale transaction.


 


(b)           Delivery
to the Corporation (either by actual delivery or attestation) of already-owned
shares of Common Stock.


 


4.             WHOLE
SHARES.  You may
exercise your option only for whole shares of Common Stock.


 


5.             SECURITIES
LAW COMPLIANCE. 
Notwithstanding anything to the contrary contained herein, you may not
exercise your option unless the shares of Common Stock issuable upon such
exercise 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 exercise and issuance would be exempt from the
registration requirements of the Securities Act.  The exercise of your option also must comply
with other applicable laws and regulations governing your option, and you may
not exercise your option if the Corporation determines that such exercise would
not be in material compliance with such laws and regulations.


 


6.             TERM.  You may not exercise your option before the
commencement or after the expiration of its term.  The term of your option commences on the Date
of Grant and expires upon the earliest of the following:


 


(a)           six
(6) months after the termination of your Board service for any reason
other than your death or Permanent Disability, provided that if during any part
of such six (6) month period your option is not exercisable solely because
of the condition set forth in Section 5, your option shall not expire
until the earlier of the Expiration Date or until it shall have been
exercisable for an aggregate period of six (6) months after the
termination of your Board service;


 


(b)           twelve
(12) months after the termination of your Board service due to your Permanent Disability;


 


(c)           twelve
(12) months after your death if you die either during your Board service or
within six (6) months after your Board service terminates; or


 


(d)           the
Expiration Date indicated in your Grant Notice, not to exceed the day before
the seventh (7th) anniversary of the Date of Grant.


 


7.             ACCELERATION
UPON DEATH OR PERMANENT DISABILITY. In the event of your
death or Permanent Disability during the period of your Board service, the
option shall vest and become exercisable in that number of additional shares of
Common Stock subject to the option in which you would have vested had you
continued in Board service until the next Annual Meeting.


 


8.             EXERCISE.  You may exercise the vested portion of your
option during its term by delivering a Notice of Exercise (or in another form
designated by the Corporation) together with the exercise price to the
Secretary of the Corporation, or to such other person as the Corporation may
designate, during regular business hours, together with such additional
documents as the Corporation may then require.


 


9.             TRANSFERABILITY.  Your option is transferable only by will or by the laws of descent and distribution
and is exercisable only by you during your lifetime.  However, you may transfer your option for no
consideration upon written consent of the Board if, at the time of transfer, a Form S-8
registration statement under the Securities Act is available for the issuance
of shares by the Corporation upon
the exercise of such transferred option. 
Any such transfer is subject to such limits as the Board may establish,
and subject to the transferee agreeing to remain subject to all the terms and
conditions applicable to your option prior to such transfer. The forgoing right
to transfer your option shall apply to the right to consent to amendments to
the Option Agreement for such option.  In addition, until you transfers the option, you may, by delivering written
notice to the Corporation, in a form provided by or otherwise satisfactory to
the Corporation, designate a third party who, in the event of your death, shall
thereafter be entitled to exercise your option.


 


2

















 


10.          OPTION
NOT A SERVICE CONTRACT. 
Your option is not an employment or service contract, and nothing in
your option 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 option shall
obligate the Corporation, its respective stockholders, or the Board to continue
any relationship that you might have as an Eligible Director of the Corporation.


 


11.          WITHHOLDING
OBLIGATIONS.  At the
time you exercise your option, in whole or in part, 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 the exercise of your option or the
subsequent vesting of any shares acquired thereby.  In the Corporation’s sole discretion, the
Corporation may withhold from fully vested shares of Common Stock otherwise
issuable to you in such amounts as the Corporation determines are necessary to
satisfy your obligation pursuant to the preceding sentence.


 


12.          NOTICES.  Any notices provided for in your option or
the Plan shall be given in writing and shall be deemed effectively given upon
receipt or, in the case of notices delivered by mail by the Corporation to you,
five (5) days after deposit in the United States mail, postage prepaid,
addressed to you at the last address you provided to the Corporation.


 


13.          GOVERNING
PLAN DOCUMENT.  Your
option is subject to all the provisions of the Plan, the provisions of which
are hereby made a part of your option, 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 option and those of the Plan, the provisions of the Plan
shall control.


 


14.          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 Option Agreement shall be deemed to be signed by
the Corporation and the Eligible Director upon the signing by the Eligible
Director of the Option Grant Notice to which it is attached.


 


3

















 


ATTACHMENT II

NOTICE OF EXERCISE


 


	
  Synopsys, Inc.

  	
   

  	
   

  
	
  700 East Middlefield Road

  	
   

  	
   

  
	
  Mountain View, CA 94043

  	
   

  	
  Date of Exercise:

  



 


Ladies and Gentlemen:


 


This constitutes notice
under my stock option that I elect to purchase the number of shares for the
price set forth below.


 


	
  Type of option:

  	
   

  	
  Nonstatutory

  
	
   

  	
   

  	
   

  	
   

  
	
  Stock option dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Number of shares as to which option

  is exercised:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Certificates to be issued in name of:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total exercise price:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exercise Method:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  •  Cash or check payment delivered herewith:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  •  Value of                 
  shares of Synopsys, Inc. Common
  Stock delivered herewith:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  •  Pursuant to a broker-dealer
  sale and remittance procedure

  	
   

  	
   

  	
   

  



 


By
this exercise, I agree to provide such additional documents as you may require
pursuant to the terms of the Synopsys, Inc. 2005 Non-Employee Directors Equity Incentive Plan.


 


	
   

  	
  Very truly yours,