UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K/A(Amendment No. 1)

|(Mark One)                                                           |                                                                                         
|-------------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|ý                                                                    | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934    
|For the fiscal year ended December 31, 2007                         
|or                                                                  
|o                                                                    | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period
from                                    to

Commission file number: 000-31545

SYNPLICITY, INC.(Exact name of registrant as specified in its charter)

|California(State or other jurisdiction of incorporation or organization) |  | 77-0368779(I.R.S. Employer Identification Number)
|------------------------------------------------------------------------ |  | -------------------------------------------------
|600 West California Avenue, Sunnyvale, California 94086                 
|(408) 215-6000(Registrant's telephone number, including area code)      

Securities registered pursuant to Section 12(b) of the Act:

Title of Class

Name of each exchange on which registeredCommon Stock, no par value

The NASDAQ Global Market


Securities
registered pursuant to Section 12(g) of the Act:None

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o    No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o    No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

|Large accelerated filer o |  | Accelerated filer ý |  | Non-accelerated filer o |  | Smaller reporting company o
|------------------------- |  | ------------------- |  | ----------------------- |  | ---------------------------

| | (Do not check if a
smaller reporting company) |  | 
| | --------------------------------------------- |  | 

Indicate
by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as
amended). Yes o    No ý

The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sales price of the Common Stock on
June 29, 2007 as reported on the Nasdaq Global Market, was $110,727,834. Shares of Common Stock held by each executive officer and director and by each shareholder who owns 5% or more of the
outstanding Common Stock have been excluded in that such shareholders may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for any other
purpose.

As
of February 29, 2008, the registrant had outstanding 26,463,921 shares of Common Stock.

DOCUMENTS INCORPORATED BY REFERENCENone.



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SYNPLICITY, INC.  AMENDMENT NO. 1 TO ANNUAL REPORT ON FORM 10-K  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007    TABLE OF CONTENTS

|                 |  |                                                                                                 |  | Page
|---------------- |  | ----------------------------------------------------------------------------------------------- |  | ----
|EXPLANATORY NOTE |  | 3                                                                                              
|PART III        
|ITEM 10:         |  | Directors and Executive Officers, and Corporate Governance                                      |  | 4   
|ITEM 11:         |  | Executive Compensation                                                                          |  | 16  
|ITEM 12:         |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters |  | 41  
|ITEM 13:         |  | Certain Relationships and Related Transactions, and Director Independence                       |  | 43  
|ITEM 14:         |  | Principal Accountant Fees and Services                                                          |  | 43  
|PART IV         
|ITEM 15          |  | Exhibits, Financial Statement Schedules                                                         |  | 45  
|Signatures       |  | 46                                                                                             

2

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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this "Amendment") amends Synplicity, Inc.'s (the "Company's") Annual Report on
Form 10-K for the year ended December 31, 2007, originally filed on March 17, 2008 (the "Original Filing"). The Company is re-filing Part III to
include information required by Items 10, 11, 12, 13 and 14. Accordingly, reference to the Company's Proxy Statement on the cover page has been deleted. In addition, pursuant to the rules of
the Securities and Exchange Commission, the Company is including with this Amendment certain currently dated certifications.

Except
as described above, no other changes have been made to the Original Filing. This Amendment continues to speak as of the date of the Original Filing, and the registrant has not
updated the disclosures contained therein to reflect any events that occurred subsequent to the date of the Original Filing. The filing of this Form 10-K/A is not a representation
that any statements contained in items of Form 10-K other than Part III, Items 10 though 14 are true or complete as of any date subsequent to the Original Filing.

"Synplicity,"
"we," "us" or "the Company" refers to Synplicity, Inc.

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PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Directors

The following table sets forth the name and age of our directors as of March 31, 2008, the principal occupation of each and the period during which each
has served as a director of Synplicity. Information as to the stock ownership of each of the Synplicity directors and all of the Synplicity current executive officers as a group is set forth below
under "Security Ownership of Certain Beneficial Owners and Management."

|Name                |  | Principal Occupation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | Age |  | Director Since
|------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --- |  | --------------
|Prabhu Goel         |  | Prabhu Goel has served as chairman of IPNI, a wholly owned subsidiary of Tech Mahindra, an information technology services and solutions company, since February 2007. From October 1998 to January 2007, Dr. Goel
served as chairman of iPolicy Networks, Inc., a network security products company, whose assets were acquired by Tech Mahindra in January 2007. From October 1998 to December 2004, Dr. Goel also served as chief executive officer of iPolicy.
From April 2001 to June 2006, Dr. Goel served as chairman and chief executive officer of Tharas Systems, Inc., an electronic design automation company recently acquired by Eve Inc. Dr. Goel holds Masters of Science and Doctorate
degrees in Electrical Engineering from Carnegie Mellon University. |  | 59  |  | 1996          
|Kenneth S. McElvain |  | Kenneth S. McElvain, one of Synplicity's co-founders, has served as Synplicity's chief technology officer, vice president and director since its inception. Mr. McElvain also served as president from inception to January 1996, and chief executive
officer from January 1996 to July 1997. Mr. McElvain holds a Bachelor of Arts degree in Mathematics and a Bachelor of Science degree in Computer Science from Washington State University.                                                                                                                                                                                                                                                                                                                           |  | 48  |  | 1994          
|Gary Meyers         |  | Gary Meyers has served as Synplicity's president and chief executive officer since October 2004, and as president and chief operating officer between August 2004 and October 2004. Mr. Meyers became a director in January 2005. Mr. Meyers
served as Synplicity's vice president of worldwide sales from November 1999 to August 2004, vice president of north american sales from January 1999 to November 1999, and western area sales manager from January 1998 to January 1999. Mr. Meyers
holds a Bachelor of Science degree in Electrical Engineering from the University of Maryland and a Masters of Business Administration degree from the University of California at Los Angeles.                                                                            |  | 43  |  | 2005          

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|Dennis Segers      |  | Dennis Segers has served as chief executive officer of Tabula, Inc., a privately held fabless semiconductor company since May 2006. From January 2006 to May 2006, Mr. Segers was an entrepreneur in residence at Benchmark Capital Partners, an
early stage venture capital firm. From September 2001 to January 2006, Mr. Segers served as chief executive officer and president of Matrix Semiconductor, Inc., a fabless semiconductor company, and served on Matrix's board of directors from
February 1999 to January 2006, when Matrix was acquired by SanDisk Corporation. Mr. Segers holds a Bachelor of Science degree in Electrical Engineering from Texas A&M University.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | 55 |  | 2002
|------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -- |  | ----
|Thomas Weatherford |  | Thomas Weatherford has been a consultant and private investor since January 2003. From 1997 to December 2002, Mr. Weatherford served as executive vice president and chief financial officer of Business Objects, S.A., a provider of business
intelligence software. He currently serves on the boards of directors of Tesco Corporation, a global provider of technology-based solutions to the upstream energy industry, SMART Modular Technologies (WWH), Inc., an independent designer,
manufacturer and supplier of value added systems to original equipment manufacturers, Advanced Analogic Technologies, Inc., a provider of power management semiconductor products for the communications, computing, and consumer portable and
personal electronics, Mellanox Technologies, a supplier of semiconductor-based products that facilitate data transmission between servers, communications infrastructure equipment and storage systems, and InfoUSA, Inc., a provider of business and
consumer databases for sales leads and mailing lists. Mr. Weatherford holds a Bachelor of Business Administration degree from the University of Houston. |  | 61 |  | 2003
|Paul Weiskopf      |  | Paul Weiskopf has served as vice president of corporate development of Adobe Systems Incorporated, a software development company, since March 2005. From November 2000 to March 2005, Mr. Weiskopf served as vice president, strategy and corporate
development for Hewlett Packard Company, a manufacturer of computers and computer peripherals equipment. Mr. Weiskopf holds a Bachelor of Arts degree in International Political Economy and a Masters of Business Administration degree from the
University of California at Berkeley.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | 41 |  | 2007

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|Alisa Yaffa |  | Alisa Yaffa, one of Synplicity's co-founders, has served as chairwoman of the board of directors, vice president of intellectual property and secretary since March 1997, October 1998 and inception, respectively. Ms. Yaffa also served as
Synplicity's chief executive officer from inception to January 1996 and president from January 1996 to July 1997. From inception to October 1998, Ms. Yaffa served as Synplicity's chief financial officer. Ms. Yaffa holds a Bachelor of Arts
degree in Applied Mathematics and Computer Science from the University of California at Berkeley. |  | 44 |  | 1994
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -- |  | ----

Kenneth
S. McElvain and Alisa Yaffa are married. Other than this family relationship, there are no family relationships between any directors or executive officers of
Synplicity, Inc.

Executive Officers

The following table sets forth the name and age of our executive officers as of March 31, 2008, the principal occupation of each and the period during
which each has served as an employee of Synplicity. Information as to the stock ownership of each of the Synplicity directors and all of the Synplicity
current executive officers as a group is set forth below under "Security Ownership of Certain Beneficial Owners and Management."

|Name                |  | Principal Occupation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | Age |  | Present Position Since
|------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --- |  | ----------------------
|Gary Meyers         |  | Gary Meyers has served as Synplicity's president and chief executive officer since October 2004, and as president and chief operating officer between August 2004 and October 2004. Mr. Meyers became a director in
January 2005. Mr. Meyers served as Synplicity's vice president of worldwide sales from November 1999 to August 2004, vice president of north american sales from January 1999 to November 1999, and western area sales manager from January 1998 to
January 1999. Mr. Meyers holds a Bachelor of Science degree in Electrical Engineering from the University of Maryland and a Masters of Business Administration degree from the University of California at Los Angeles. |  | 43  |  | 2004                  
|Kenneth S. McElvain |  | Kenneth S. McElvain, one of Synplicity's co-founders, has served as Synplicity's chief technology officer, vice president and director since its inception. Mr. McElvain also served as president from 1994 to January 1996, and chief executive
officer from January 1996 to July 1997. Mr. McElvain holds a Bachelor of Arts degree in Mathematics and a Bachelor of Science degree in Computer Science from Washington State University.                                                                                                                                                                                                                                                     |  | 48  |  | 1994                  

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|Alisa Yaffa    |  | Alisa Yaffa, one of Synplicity's co-founders, has served as chairwoman of the board of directors, vice president of intellectual property and secretary since March 1997, October 1998 and inception, respectively. Ms. Yaffa also served as
Synplicity's chief executive officer from inception to January 1996 and president from January 1996 to July 1997. From inception to October 1998, Ms. Yaffa served as Synplicity's chief financial officer. Ms. Yaffa holds a Bachelor of Arts
degree in Applied Mathematics and Computer Science from the University of California at Berkeley.                                                                                                                                                                                                                                                      |  | 44 |  | 1994
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -- |  | ----
|John J. Hanlon |  | John J. Hanlon joined Synplicity as senior vice president and chief financial officer in October 2005. Mr. Hanlon served as executive vice president and chief financial officer at Accelrys, Inc./Pharmacopeia, Inc. from June 2002 to
January 2005. From August 2000 to March 2002, Mr. Hanlon was chief financial officer at DCTI. From September 1988 to May 2000, Mr. Hanlon was senior vice president and chief financial officer, at Personic Software. Previously,
Mr. Hanlon was senior vice president, chief financial officer and treasurer, at MDL Information Systems for 10 years and also spent 9 years in public accounting at Coopers & Lybrand, LLP. Mr. Hanlon holds a Bachelor
of Science degree in Accounting from California State University, Hayward, and is a Certified Public Accountant.                                |  | 60 |  | 2005
|Andrew Dauman  |  | Andrew Dauman was promoted to senior vice president of worldwide engineering, in September 2005. In this role Mr. Dauman oversees our global engineering team to ensure continuous quality improvements. Mr. Dauman joined Synplicity in August
1994 as our third employee and served as vice president, worldwide engineering between May 2005 and September 2005. Mr. Dauman also held various positions from CAE manger to vice president of corporate applications engineering from June 1996 to
May 2005. Prior to joining Synplicity, Mr. Dauman was a member of the AutoLogic ASIC synthesis team at Mentor Graphics Corporation. Before Mentor Graphics, Mr. Dauman worked as a CPU designer at Prime Computer, Inc. and Raytheon
Company. Mr. Dauman holds a Bachelor of Science degree in Electrical Engineering from Boston University. |  | 46 |  | 2005

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|Andrew Haines |  | Andrew Haines was promoted to senior vice president of marketing in September 2005. Mr. Haines re-joined Synplicity as vice president of marketing in September 2004. Mr. Haines served as vice president of operations of Catalytic Inc.
from January 2004 to September 2004 and senior vice President of marketing of ARC International from October 2002 to October 2003. Mr. Haines originally joined us in November 1996 as our vice president of marketing and remained in that capacity
until September 2002, when he departed to pursue interests in the semiconductor intellectual property industry. Before joining Synplicity in 1996, Mr. Haines was president and founder of Page Mill Marketing. Mr. Haines holds a Bachelor of
Science in Physics from the University of Wisconsin.                                                                                                                                        |  | 58 |  | 2005
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -- |  | ----
|James Lovas   |  | James Lovas joined Synplicity in 1999 and has served as vice president, worldwide sales since January 2006. In this role, Mr. Lovas' responsibilities include managing our worldwide sales team, pursuing our worldwide sales objective, continuing
our successful penetration into the ASIC verification and DSP markets, and expanding our leading market share position in FPGA synthesis. Mr. Lovas also held various positions from senior account manager to vice president North American sales
from January 1999 to October 2004. Prior to joining Synplicity, Mr. Lovas was the eastern area director at Summit Design, and also held senior sales and AE manager positions at Zycad Corporation. Mr. Lovas began his career as an ASIC
designer at ITT Avionics. Mr. Lovas holds a BSEE from the New Jersey Institute of Technology, where he graduated Summa Cum Laude, and an MSCS from the Steven's Institute of Technology. |  | 47 |  | 2006

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Board and Committee Meetings

The Synplicity board of directors held 12 meetings during 2007. During 2007, the board of directors had standing audit, compensation, nominating and corporate
governance, and stock option committees. The Synplicity board of directors has determined that Messrs. Goel, Segers, Weatherford and Weiskopf are "independent," as that term is used in
Item 7(d)(3)(iv) of Schedule 14A under the 1934 Act, and that each member of the audit committee, compensation committee, and nominating and corporate governance committee meets the
independence standards of Rule 4200(a)(15) of the Nasdaq Stock Market. Synplicity does not have a policy with respect to director attendance at annual meetings. Three of the Synplicity
directors attended the 2007 annual meeting of shareholders. All of the directors with the exception of Prabhu Goel attended at least 75% of the meetings of the board of directors and any applicable
committee.

|Committee                           |  | Date of Inception |  | Members During 2007                                               |  | Committee Functions                                                                                                                                                                             |  | Meetings Held in 2007
|----------------------------------- |  | ----------------- |  | ----------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------
|Audit                               |  | 2000              |  | Dennis Segers
Scott J. Stallard*
Thomas Weatherford
Paul Weiskopf |  | Reviews internal accounting procedures
Appoints independent registered public accounting firm
Reviews results of independent audit
Determines investment policy and oversees its implementation |  | Six                  
|Compensation                        |  | 2000              |  | Prabhu Goel
Scott J. Stallard*
Thomas Weatherford
Paul Weiskopf   |  | Administers Synplicity's stock plans
Determines compensation of executive officers and directors
Reviews general policies relating to compensation and benefits                                 |  | Six**                
|Nominating and Corporate Governance |  | 2002              |  | Prabhu Goel
Dennis Segers
Scott J. Stallard*
Paul Weiskopf        |  | Recommends nomination of board members
Assists with succession planning for executive management positions
Recommends governance guidelines                                                     |  | Three                
|Stock Option                        |  | 2001              |  | Kenneth S. McElvain
Gary Meyers
Alisa Yaffa                       |  | Reviews and grants stock options under the 2000 Stock Option Plan to new and existing non-executive employees                                                                                   |  | Eleven***            

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Audit Committee

The Synplicity board of directors adopted a written charter for the audit committee in September 2000, which was last amended in March 2007. The audit committee
currently consists of Messrs. Segers, Weatherford and Weiskopf. The Synplicity board of directors has determined that Mr. Weatherford, the

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chairman
of the audit committee, is an "audit committee financial expert," as defined in the rules of the Securities and Exchange Commission. A copy of the charter for the audit committee is available
at http://investor.synplicity.com/governance/charters.cfm.

Compensation Committee

The Synplicity board of directors adopted a written charter for the compensation committee in September 2000, which was last amended in March 2007. The
compensation committee currently consists of Messrs. Goel, Weatherford and Weiskopf. None of the current members of the compensation committee is an employee of Synplicity. A copy of the
charter for the compensation committee is available at http://investor.synplicity.com/governance/charters.cfm.

Nominating and Corporate Governance Committee

The Synplicity board of directors formed a nominating committee and adopted a written charter in December 2002. The board of directors renamed the nominating
committee to become the nominating and corporate governance committee and adopted the revised written charter in March 2007. The nominating and corporate governance committee currently consists of
Messrs. Goel, Segers and Weiskopf. None of the current members of the nominating and corporate governance committee is an employee of Synplicity. A copy of the charter for the nominating and
corporate governance committee is available at http://investor.synplicity.com/governance/charters.cfm.

Strategic Transactions Committee

The board of directors formed the strategic transactions committee on January 6, 2008. The committee is not a standing committee of the board of directors
and does not have a formal charter. The strategic transactions committee was established to review and evaluate proposed strategic transactions involving Synplicity and to make recommendations to the
board of directors. The strategic transactions committee currently consists of Messrs. Meyers and Weiskopf and Ms. Yaffa. In 2008, the strategic transactions committee met eight times.

Policy for Director Recommendations and Nominations

The nominating and corporate governance committee considers candidates for board membership suggested by members of the board of directors, management and
shareholders. It is the policy of the nominating and corporate governance committee to consider recommendations for candidates to the board of directors from shareholders who hold not less than 1% of
the outstanding shares of Synplicity and have held such common stock continuously for at least 12 months prior to the date of the submission of the recommendation. The nominating and corporate
governance committee will consider persons recommended by the shareholders in the same manner as a nominee recommended by the board of directors, individual board members or management.

In
addition, shareholders may nominate a person directly for election to the board of directors at an annual meeting of shareholders provided such shareholders provide information to all
Synplicity shareholders about the nominee that meets the requirements set forth in Synplicity's bylaws and the rules and regulations of the Securities and Exchange Commission related to shareholder
proposals.

Where
the nominating and corporate governance committee has either identified a prospective nominee or determines that an additional or replacement director is required, the nominating
and corporate governance committee may take such measures that it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person
or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the committee, the board or
management. In its evaluation of director candidates, including the members of the board of directors

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eligible
for re-election, the nominating and corporate governance committee considers a number of factors, including the following:



The
nominating and corporate governance committee has also specified the following minimum qualifications that it believes must be met by a nominee for a position on the board:



In
connection with its evaluation, the nominating and corporate governance committee determines whether it will interview potential nominees. After completing the evaluation and review,
the nominating and corporate governance committee approves the nominees for election to the board of directors.

Code of Ethics

The board of directors has adopted a Code of Ethics that is applicable to all Synplicity senior executive and principal financial officers subject to
Section 16 of the Exchange Act of 1934, as amended, or the 1934 Act. A copy of the Code of Ethics is available at http://investor.synplicity.com/governance/ethics.cfm. The board of directors
has also adopted a Code of Business Conduct and Ethics that is applicable to all Synplicity employees, officers and directors and to certain of its agents, contractors and consultants. A copy of the
Code of Business Conduct and Ethics is available at http://investor.synplicity.com/governance/conduct.cfm. These codes are intended to deter wrongdoing and promote ethical conduct by Synplicity
directors, officers, employees, agents, consultants and contractors.

Compensation Committee Interlocks and Insider Participation

The compensation committee is responsible for determining salaries, incentives and other forms of compensation for executive officers and recommendations for
other employees, as appropriate. Mr. Meyers, Synplicity's president and chief executive officer, makes presentations and recommendations regarding salaries and incentives for executive officers
other than himself but does not participate in any deliberations regarding salaries and incentive compensation for Synplicity officers. No interlocking relationship exists between any member of the
compensation committee and any other member of the board of directors or compensation committee.

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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the 1934 Act requires Synplicity's officers and directors, and persons who own more than 10% of a registered class of Synplicity's equity
securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and the National Association of Securities Dealers, Inc. Executive officers,
directors and greater than 10% shareholders are required by Securities and Exchange Commission regulations to furnish Synplicity with copies of all Section 16(a) forms they file. Based solely
on Synplicity's review of the copies of such forms that it has received, or written representations from reporting persons, Synplicity believes that during 2007, all executive officers, directors and
greater than 10% shareholders complied with all applicable filing requirements.

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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The audit committee, which currently consists of Messrs. Segers, Weatherford and Weiskopf, evaluates audit performance, manages relations with our
independent registered public accounting firm and evaluates policies and procedures relating to internal accounting functions and controls. The board of directors adopted a written charter for the
audit committee in September 2000 and most recently amended it in March 2007, which details the responsibilities of the audit committee. This report relates to the activities undertaken by the audit
committee in fulfilling such responsibilities.

The
audit committee members are not professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management and the independent
registered public accounting firm. The audit committee oversees Synplicity's financial reporting process on behalf of the board of directors. Synplicity's management has the primary responsibility for
the financial statements and reporting process, including Synplicity's systems of internal controls over financial reporting. In fulfilling its oversight responsibilities, the audit committee reviewed
with management the audited financial statements included in Synplicity's Annual Report on Form 10-K for the year ended December 31, 2007. This review included a discussion
of the quality and the acceptability of Synplicity's financial reporting and controls, including the clarity of disclosures in the financial statements. The audit committee has also discussed with
management and Synplicity's independent registered public accounting firm the effectiveness of Synplicity's internal controls over financial reporting as of December 31, 2007.

The
audit committee also reviewed with Synplicity's independent registered public accounting firm, who is responsible for expressing an opinion on the conformity of Synplicity's audited
financial statements with generally accepted accounting principles, its judgments as to the quality and the acceptability of Synplicity's financial reporting and such other matters required to be
discussed with the audit committee under generally accepted auditing standards in the United States including Statement on Auditing Standards No. 61, as amended. The audit committee further
discussed with Synplicity's independent registered public accounting firm the overall scope and plans for its audits. The audit committee meets periodically with the independent registered public
accounting firm, with and without management present, to discuss the results of the independent registered public accounting firm's examinations and evaluations of Synplicity's internal controls, and
the overall quality of Synplicity's financial reporting.

The
Sarbanes-Oxley Act of 2002 and the auditor independence rules of the Securities and Exchange Commission require all issuers obtain pre-approval from their respective
audit committees in order for their independent registered public accounting firms to provide professional services without impairing independence. As such, the audit committee has a policy and has
established procedures by which it pre-approves all audit and other permitted professional services to be provided by Synplicity's independent registered public accounting firm. From time
to time, Synplicity may desire additional permitted professional services for which specific pre-approval is obtained from the audit committee before provision of such services commences.
The audit committee has considered and determined that the provision of the services other than audit services referenced above is compatible with maintenance of the auditors' independence.

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In
reliance on the reviews and discussions referred to above, the audit committee recommended to the board of directors and the board has approved that the audited financial statements
and disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations" be included in the Annual Report on Form 10-K for the year ended
December 31, 2007 and be filed with the Securities and Exchange Commission.

| |  | Respectfully submitted by:
THE AUDIT COMMITTEE
| |  | ----------------------------------------------
| |  | Dennis Segers
Thomas Weatherford
Paul Weiskopf

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REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

The compensation committee is responsible for discharging the responsibilities of the board with respect to compensation of Synplicity's executive officers. The
compensation committee sets performance goals and objectives for the chief executive officer and the other executive officers, evaluates their performance with respect to those goals and sets their
compensation. All decisions with respect to executive and director compensation are approved by the compensation committee. The compensation committee also provides guidance with respect to general
compensation goals and philosophies for non-executive employees.

The
compensation committee is responsible for administering all of Synplicity's equity-based plans. The board, however, has authorized the stock option committee to grant individual
stock awards to non-executive employees in accordance with its guidelines. The compensation committee also periodically reviews compensation and equity-based plans and makes its
recommendations to the board with respect to these areas.

The
compensation committee has reviewed and discussed the Compensation Discussion and Analysis for the year ended December 31, 2007 with management. In reliance on the reviews and
discussions referred to above, the compensation committee recommended to the board, and the board has approved, that the Compensation Discussion and Analysis be included in the proxy statement for the
year ended December 31, 2007 for filing with the SEC.

| |  | Respectfully submitted by:
THE COMPENSATION COMMITTEE
| |  | -----------------------------------------------------
| |  | Prabhu Goel
Thomas Weatherford
Paul Weiskopf         

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ITEM 11.    EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Overview

The compensation committee of our board of directors is responsible for establishing, implementing and monitoring adherence with our compensation philosophy. The
committee seeks to ensure that the total compensation paid to the executive officers is fair and reasonable. Currently, we have seven executive officers. Details of our 2007 compensation for our chief
executive officer, chief financial officer and the three other most highly compensated executive officers, which we refer to as the named executive officers, can be found in the Summary Compensation
Table on page 26 of this Annual Report on Form 10-K/A. The types of compensation and benefits provided to our named executive officers are similar to those provided to our
other executive officers and employees.

This
section describes our compensation program for our executive officers. The discussion focuses on our executive compensation policies and decisions and the most important factors
relevant to an analysis of these policies and decisions. We address why we believe our compensation program is appropriate for us and our shareholders, and we explain how executive compensation is
determined.

In
2007, our compensation committee held six meetings and acted by written consent once. Gary Meyers, our chief executive officer, was never present when his compensation or performance
was discussed. Typically, the compensation committee conducts its review of the annual compensation of
our executive officers starting in January of each year. However, as of the filing of this Annual Report on Form 10-K/A, the 2008 annual review for Mr. Meyers had not been
completed.

Compensation Philosophy and Design

Synplicity's executive compensation program is designed to align the interests of its executives with the interests of its shareholders by creating a
performance-oriented environment that rewards performance related to Synplicity's goals. Synplicity's executive compensation program is also designed to attract and retain qualified executives in the
highly competitive high technology marketplace in which Synplicity competes. In this regard, the levels and types of executive compensation that constitute Synplicity's executive compensation
packages, which are established by the compensation committee, are designed to be consistent with those available to executives at other companies in our industry. In particular:



Our
executive compensation programs consist of both annual and long-term components, which are considered together in assessing whether the program is attaining its designed
objectives. Synplicity has allocated these compensation components in a manner that the compensation committee believes supports and enhances Synplicity's long-term success and
profitability. This balanced approach uses the short-term and long-term incentives increasingly at higher levels of responsibility where individuals have the greatest influence
on Synplicity's strategic direction and results over time. Under Synplicity's plans,

16

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individual
and company performance above targeted objectives result in increased total compensation, while performance below targeted objectives result in decreased total compensation.

In
2005, the compensation committee recommended and the board approved the adoption of a variable incentive pay plan ("VIPP") to base a portion of employee compensation (for both
executives and non-executives) on achievement of specific company goals which include quarterly revenue targets, operating income targets and other specific company objectives. In January
2008 the VIPP was amended. The terms of the VIPP are more fully discussed below.

In
2007, the compensation committee recommended and the board of directors approved the adoption of a bonus plan (the "Officer Bonus Plan") to provide cash bonus rewards to certain
executive officers for their contributions to the Company's success based on the chief executive officer's judgment.

During
2007, the compensation committee did not engage outside consultants to review the Company's compensation plans or arrangements. However, to assist the compensation committee in
its review of executive compensation, the chief executive officer reviewed compensation data compiled from proxy statements from companies selected as a "peer group" for executive compensation
analysis purposes, and used this data in his recommendations to the compensation committee. The peer group consists of technology companies generally considered comparable to Synplicity in size and
relative performance, with an emphasis on electronic design automation software and semiconductor companies. The annual revenues of the companies in the peer group ranged from $32 million to
$144 million. We believe these companies accurately reflect the business and labor market in which Synplicity competes although our compensation committee may elect to add or remove companies
in future determinations.

Objectives of Our Compensation Program for Executive Officers

The fundamental objective of our executive compensation and benefits program is to maximize shareholder value over time. The following principles guide our
compensation decisions:



In
determining each executive officer's compensation, our compensation committee reviews our corporate financial performance and financial condition and assesses the performance of the
individual executive officers. Our compensation committee also considers the chief executive officer's recommendations on compensation for other executive officers and consults with the board of
directors.

Composition of Our Compensation Committee

Our compensation committee is appointed by our board, and consists entirely of directors who are "outside directors" for purposes of Section 162(m) of the
Internal Revenue Code of 1986, as amended, or the "Code", "non-employee directors" for purposes of Rule 16b-3 under the 1934 Act, and independent directors under the
rules of the NASDAQ Global Market. Our compensation committee is comprised of Prabhu Goel, Dennis Segers and Paul Weiskopf and is chaired by Mr. Goel. Our compensation committee reviews and
makes recommendations to our board and, subject to the approval of our board, is responsible for establishing the executive compensation packages offered to our named executive officers and all of our
other executive officers.

17

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Role of Executive Officers in Compensation Decisions

In determining each executive officer's compensation, the compensation committee reviews our operating results and financial condition and assesses the
performance of each executive officer. The compensation committee also receives from our chief executive officer a performance review of each executive officer, including his recommendations on
compensation for the other executive officers. In its deliberations on executive compensation, other than with respect to the chief executive officer, our compensation committee takes into
consideration the conclusions reached by the chief executive officer and his recommendations based on these performance reviews, including his recommendations with respect to salary adjustments and
annual award amounts. The compensation committee exercises its discretion in modifying or accepting any recommended adjustments or awards for each executive officer. The compensation committee also
reviews the chief executive officer's performance and confers with the full board. The compensation committee then makes all final compensation decisions for executive officers and approves any equity
incentive awards to all of our executive officers.

Elements of Executive Compensation

Our compensation program consists of the following elements:



Allocation of Compensation Among Principal Elements

Our compensation committee determines which elements to use, determines the allocation among the various elements and sets the levels of executive compensation.
The committee reviews information and makes executive compensation decisions on an annual basis, typically starting in January for the year then commencing. From time to time, off-cycle
changes are made to an individual executive officer's compensation as the result of an increase in job responsibility or for purposes of retention.

In
determining the compensation of our executive officers in 2007, the compensation committee considered Synplicity's corporate financial performance and financial condition, the
assessment of each individual executive officer's performance by Mr. Meyers, overall contribution of individual executives to Synplicity, Synplicity's achievement of VIPP goals and the
committee's desire to keep annual cash compensation percentage increases (without considering the effect of promotions) generally in line with the compensation of the general employee base. The
compensation committee also reviewed the chief executive officer's performance, including the considerations described in the preceding sentence, and conferred with the full board other than
Mr. Meyers. In setting executive compensation, the compensation committee uses its discretion in determining the nature and extent of its use of each analytic tool in making a subjective final
compensation decision for all of our executive officers.

Based
on its review, the compensation committee believes that compensation paid to Synplicity's executive officers, including its chief executive officer, is generally consistent with
amounts paid to officers with similar responsibilities at similarly situated technology companies. However, this comparison is just a point of reference for measurement but not the determinative
factor for our executive officers' compensation. The purpose of the comparison is not to supplant the analysis of internal pay equity, achievement of VIPP targets and the individual performance and
contributions of the executive officers that the compensation committee considers when making compensation decisions.

18

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The
compensation committee believes that competition for qualified management and technical personnel in Synplicity's industry is intense, and the compensation committee expects such competition to
remain intense for the foreseeable future. As a result, in order to ensure access to qualified personnel, the compensation committee believes that it will continue to be necessary to provide
compensation packages that are at least competitive with, and in certain instances superior to, compensation paid by other similarly situated technology companies.

Synplicity's
executive compensation program consists of three principal elements: base salary, cash incentives through the VIPP and long-term incentives in the form of stock
options. Synplicity also provides other benefits to its executives such as a deferred compensation plan and change in control arrangements. The executives are also eligible to participate in the
Synplicity employee stock purchase plan. Synplicity's philosophy is to position the aggregate of these elements of
compensation at a level that is commensurate with Synplicity's size and performance relative to other comparable technology companies.

More
specific detail of the elements of executive compensation is set forth below:

Elements of Compensation

Base Salaries

The compensation committee reviews base salary levels for the chief executive officer and other executive officers of Synplicity annually. As discussed
previously, Synplicity seeks to provide cash compensation to its executive officers, including base salary and variable pay, at levels that are commensurate with cash compensation of executives with
comparable responsibility at similarly situated technology companies. Annual increases in base salary and annual increases in the percentage of variable pay at target of each of Synplicity's executive
officers are determined on an individual basis by the compensation committee.

Every
year, the compensation committee considers executive compensation as part of its performance review process. The compensation committee does not apply specific formulas to
determine increases to the base salaries of our named executive officers including the chief executive officer. In its deliberations on executive compensation, other than with respect to the chief
executive officer, our compensation committee takes into consideration the recommendations of the chief executive officer with respect to salary adjustments.

In
2007, the compensation committee increased the annual base salary of all our executive officers by approximately 4%, which was consistent with non-executive increases,
with the exception of Mr. Lovas' 2007 increase, which was larger due to his promotion to vice president of worldwide sales. Modest variations were factored into making certain adjustments based
on certain individual's performance, overall contribution of each executive to Synplicity, and individual contributions to Synplicity's achievement of VIPP goals.

Variable Incentive Pay Plan

In February 2005, Synplicity adopted the VIPP, which became effective in April 2005, and ties a portion of an executive officer's total compensation to the
financial performance of Synplicity and the achievement of specific quarterly revenue targets, quarterly operating income targets and other company-wide and functional area goals. In
addition to Synplicity's executive officers, all non-commissioned, U.S. and Swedish full time and U.S. and Swedish part time exempt employees are included as participants in the VIPP. All
participants in the VIPP, whether they are executive officers or non executives, are subject to the same VIPP goals. Mr. Lovas does not participate in the VIPP because he is compensated
pursuant to a sales commission plan. Mr. Lovas' commission plan is determined annually by Mr. Meyers and approved by the compensation committee.

19

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The VIPP is administered by the board of directors. Goals for quarterly revenue and quarterly operating income targets on a non-generally acceptable accounting principles
("non-GAAP") basis are determined by the board of directors at the beginning of each year and generally do not change throughout the year. Nonetheless, the board of directors reserves the
right to change the revenue and operating income targets for future quarters, if, in its sole discretion, market forces warrant the changes. Our other objectives, which include other
company-wide and functional area goals, are reviewed and determined quarterly by the board of directors with input from the chief executive officer. All VIPP goals are communicated to plan
participants at regular quarterly employee meetings. The board of directors determines whether the various goals are achieved and calculates the resulting quarterly payouts, with input from the chief
executive officer. The VIPP specifies the portion of an individual's total compensation that is subject to the VIPP, with the variable pay percentages corresponding to individual job categories,
however, for the chief executive officer and each of the other executive officers, the compensation committee determines the portion of the officer's total compensation that is subject to the VIPP
when it approves the officer's annual compensation.

New
employees participate in the VIPP from the date of their employment and are eligible to receive a pro rata share of the plan payout amount in their first quarter of employment. All
participants in the VIPP must be active U.S. or Swedish employees on the last day of a calendar quarter in order to be eligible for a potential VIPP payout for that quarter as payments are considered
earned on the last day of each quarter.

For
the first quarter of 2007, the variable percentage target table (showing the target percentage of the executive officers' total compensation that was variable under the VIPP,
assuming a 100% payout percentage) was as follows (other than Mr. Lovas who does not participate as he is a commissioned employee):

Job Category

Variable %CEO

30.233
%Sr. VP/VP

18
%


For
the second, third and fourth quarters of 2007, the variable percentage target table (showing the target percentage of the executive officers' total compensation that was variable
under the VIPP, assuming a 100% payout percentage) was as follows:

Job Category

Variable %CEO

33.555
%Sr. VP/VP

20
%


The
VIPP payout formula for determining the payout percentage is as follows:

Plan
Payout % = Revenue Achievement × 40% + Operating Income Achievement × 40%
+ Company Objective Achievement × 20%

This
formula "weights" revenue and operating income achievement equally at 40% each (or a total of 80%) when calculating the payout, and "weights" the other company objectives at 20%
when calculating payout. Revenue Achievement and Operating Income Achievement each range between 0% and 200%. The Company Objective Achievements can range from 80%120%. The Plan Payout %
therefore computes to a range between 16% and 184% per quarter. For a more detailed explanation, this description should be read in conjunction with the VIPP, as amended, which was filed as
Exhibit 10.41.3 to our Current Report on Form 8-K, and filed with the Securities and Exchange Commission on February 5, 2008.

Revenue Achievement and Operating Income AchievementAt the beginning of each year, the board of directors determines VIPP
quarterly revenue targets and quarterly operating income targets. These

20

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metrics
are not necessarily the same as other internal goals or external financial guidance given on financial conference calls. The actual revenue and operating income numbers for the quarter which
are used in computing the determination of achievement of the financial targets are taken from the Company's financial statements, with actual operating income on a non-GAAP basis.

In
January 2007, the board of directors set the 2007 quarterly VIPP financial targets for Synplicity as follows:

2007
VIPP revenue targets on a non-GAAP basis:



2007
VIPP operating income targets on a non-GAAP basis:



In
July 2007, as a result of our acquisition of HARDI Electronics A.B. in June 2007, the board of directors increased the Q3 and Q4 VIPP financial targets in July 2007 for
Synplicity as follows:

Updated
2007 VIPP revenue targets on a non-GAAP basis:



Updated
2007 VIPP operating income targets on a non-GAAP basis:



The
overall VIPP payout earned for 2007 was $1,643,954 or 75.9%, of which $231,076 was earned by our named executive officers. For the first three quarters of 2007, payouts earned under
the VIPP were 100.8%, 100% and 81.5% respectively, of the targeted amount and included $214,086 paid to the named executive officers. In January 2008, the board of directors determined the fourth
quarter 2007 VIPP payout at $128,261 or 21.3%, including $16,990, which was paid to the named executive officers.

The
larger bonus of $131,616 shown for Mr. Lovas, vice president of worldwide sales, in the Summary Compensation Table on page 26 of this Annual Report on
Form 10-K/A, was attributable to his having achieved 95.65% of his 2007 bookings target and 33.50% of his other bonus/incentive targets pursuant to his sales commission plan.



Effective as of April 1, 2008, 20% of each executive officer's total target compensation will continue to be subject to the VIPP, in accordance with the
numbers stipulated in the VIPP document. Mr. Meyers' April 1 change has not yet been determined and Mr. Lovas does not participate in the VIPP because he is compensated pursuant
to a sales commission plan.

In
January 2008, the board of directors amended the VIPP, which became effective January 1, 2008. One of the significant amendments to the plan included adding 100% payout ranges
around the revenue and operating income financial targets. If the actual revenue or operating income is within the specified range around the target, the Revenue Achievement or Operating Achievement
numbers, respectively, used in the plan payout formula compute to 100%. If the actual revenue or operating

21

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income
achieved is above or below the specified range around the target, the achievement calculation computes to greater than 100% or less than 100%, as applicable. These specified ranges around the
target (plus or minus) used by the board of directors to calculate the quarterly VIPP financial targets are known as the "Revenue Range Percentage" and "Operating Income Range Percentage." Additional
details can be found in the VIPP, as amended, which was filed as Exhibit 10.41.3 to our Current Report on Form 8-K, and filed with the Securities and Exchange Commission on
February 5, 2008.

In
January 2008, the board of directors set the 2008 quarterly VIPP financial targets for Synplicity, as a stand-alone entity, as follows:

2008
VIPP revenue targets on a non-GAAP basis:



2008
VIPP operating income targets on a non-GAAP basis:



The
board of directors set the 2008 Revenue Range Percentage at 2% and the Operating Income Range Percentage at 5%.

Officer Bonus Plan

On April 20, 2007, we adopted a formal cash bonus plan for our executive officers known as the "Officer Bonus Plan," which is administered by our
compensation committee. For purposes of determining the size of the bonuses, our compensation committee established a $25,000 annual bonus pool (or a quarterly $6,250 bonus pool) to be used by our
chief executive officer to reward certain executive officers based on his subjective judgment of their contribution to our success. This plan is separate from and unrelated to the VIPP and provides
the chief executive officer more flexibility than the VIPP in rewarding individual contribution.

Each
quarter the chief executive officer determines, in his sole discretion, the quarterly bonus payout relating to the most recently completed quarter. Then, he determines how the
quarterly bonus payout shall be allocated amongst participants. He can allocate the quarterly bonus payout in any amounts amongst the participants, including allocating all or none to a single
participant, provided that the total aggregate amount of all cash bonuses for a quarter is not greater than $6,250.

In
2007, the compensation committee determined that the participants for the April 1, 2007 through March 31, 2008 plan year would be Andrew Dauman, Andrew Haines, John
Hanlon and Kenneth McElvain. In 2007, the amounts paid out to these participants under the Officer Bonus Plan were as follows:

Andrew Dauman

$
2,500Andy Haines

$
3,250John Hanlon

$
2,250Kenneth McElvain

$
4,500Total

$
12,500


22

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The
Officer Bonus Plan may be terminated by the compensation committee in the event of a merger, the sale of substantially all of our assets or if we acquired another entity; provided,
however, that such termination shall be conditioned upon the compensation committee, after consulting in good faith with our senior management, providing for a replacement plan which offers benefits
or compensation comparable to the benefits or compensation that otherwise would potentially have been earned under the Officer Bonus Plan (as determined in the sole discretion of the compensation
committee) had such merger, sale or acquisition not occurred.

In
January 2008, the compensation committee amended the Officer Bonus Plan to establish a $32,000 annual bonus pool. The participants remain the same as in 2007. No amounts have been
paid under the Officer Bonus Plan in 2008 through the date of the filing of this Annual Report on Form 10-K/A.

HARDI Integration Bonus

In January 2008, the compensation committee determined that we would pay an integration bonus to our employees to reward them for the successful integration of
the Hardi Electronics team after its acquisition. The overall bonus amount paid was $298,300, which included $58,800 paid to the named executive officers.

Long-Term Incentives

Synplicity provides its executives, including the chief executive officer, long-term incentives through the grant of stock options under its 2000
Stock Plan. Stock options are granted to executive officers in conjunction with each executive officer's commencement of employment with Synplicity, upon promotion to executive officer, and generally
during our annual stock review and grant process. Stock options granted to executives upon commencement of employment vest 25% after 12 months, and monthly thereafter in equal installments over
three years. Stock options that are granted to executives upon promotion or during the annual stock review and grant process vest in 48 equal monthly installments over a four year period. All stock
options under the 2000 Stock Plan are granted at an exercise price equaling 100% of fair market value at the grant date and have a ten-year term.

During
the annual stock review and grant process, an executive officer may receive a stock option grant based on several factors. When determining the number of stock options to be
awarded to an executive officer, the committee considers (i) the executive's current contribution to Synplicity's performance including contribution to Synplicity's achievement of VIPP goals,
(ii) the executive's anticipated contribution in meeting Synplicity's long-term strategic performance goals, (iii) the specific recommendations of Synplicity's chief
executive officer, with respect to executives other than
himself, (iv) potential stock dilution and other related shareholder concerns, (v) the retention value of the executive's outstanding stock options and (vi) the relative size of
the option grants made to an individual executive as compared to all executives and non-executive employees. Individual considerations, such as the executive's current and anticipated
contributions to Synplicity's performance, may be more subjective and less measurable by financial results at the corporate level. In this respect, the committee exercises significant judgment in
measuring the contribution or anticipated contribution to Synplicity's performance. The compensation committee has chosen stock options as a key compensation element because any increase in value of a
stock option is dependent upon an increase in the price of Synplicity's common stock and, therefore this portion of the executives' compensation is directly aligned with an increase in shareholder
value.

In
2007, the compensation committee reviewed the stock option grant recommendations presented by the chief executive officer, which were with respect to executives other than himself,
and in August 2007, considering factors discussed in the preceding paragraph, made a subjective determination granting stock options based on its understanding of the market, the individuals, the
retention value of

23

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stock
options, and with the goal of providing competitive compensation to each named executive officer, as set forth below:

Option AwardsName of Executive Officer

Number of
Shares
Granted (#)

Per Share
Exercise
Price ($)Gary Meyers

90,000

$
6.52Andrew Dauman

40,000


6.52John J. Hanlon

15,000


6.52Andrew Haines

29,000


6.52James Lovas

20,000


6.52


When
determining the larger stock option grant issued to Mr. Meyers, the committee heavily weighted the fact that Mr. Meyers' option grant received upon promotion to chief
executive officer of Synplicity in 2004 was mostly vested and provided only modest retention benefit.

All
of Synplicity's grants of stock options to executive officers, employees and directors have exercise prices equal to the fair market value of the underlying shares of common stock on
the date of grant as determined by the closing price of Synplicity's common stock on the NASDAQ Global Market on the date of grant. Effective January 1, 2006, Synplicity adopted
SFAS 123R, "Share-Based Payments," which requires Synplicity to recognize expense related to the fair value of stock-based awards. SFAS 123R replaces FAS 123, "Accounting for
Stock-Based Compensation," and supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees." SFAS 123R establishes fair value as the measurement objective in accounting for
share-based payment arrangements and requires a fair-value-based measurement method in accounting for share-based payments to employees, except for equity instruments held by employee
share ownership plans. We elected the modified prospective transition accounting method as permitted by SFAS 123R. Under this transition method, stock-based compensation expense for 2007 and
2006 include compensation expense for all stock-based compensation awards granted prior to, but not yet vested as of December 31, 2007, based on the grant date fair value estimated in
accordance with the original provisions of SFAS 123R and compensation expense for all stock-based compensation awards granted subsequent to December 31, 2006, based on the grant date
fair value estimated in accordance with the provisions of SFAS 123R.

Deferred Compensation Plan

In August 2006, the board of directors adopted a non-qualified executive deferred compensation plan in which executive officers may participate. An
executive officer may defer up to 100% of the officer's pre-tax earnings. Synplicity does not provide any matching contributions for the amounts the executive elects to defer. Amounts
invested in the deferred compensation plan are general liabilities of Synplicity. The executives participating may invest the amounts deferred in a variety of mutual funds. Participants may elect to
receive distributions from the plan at a pre-determined date or upon termination of employment or retirement, based upon years of service.

Benefits

We provide the following benefits to our executive officers generally on the same basis as the benefits provided to all of our U.S. employees:



24

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We
do not provide our executives or other employees with defined benefit retirement plans. We believe these benefits are generally consistent with those offered by other companies and
specifically with those companies with which we compete for employees. We provide our vice president of worldwide sales with a car allowance.

Employment and Change in Control Arrangements

All of our employees including our executive officers are at will employees. However, a merger or acquisition may be in the best interests of our shareholders and
the merger may adversely affect the continued employment of certain executive officers. Accordingly, under our equity-based compensation plans and certain agreements, the chief executive officer and
the other named executive officers are entitled to acceleration of vesting of stock options, payments and benefits upon the occurrence of specified events including termination of employment after a
change of control of the Company. The specific terms of these arrangements, as well as an estimate of the compensation that would have been payable had they been triggered as of the
2007 year-end, are described in detail in this Annual Report on Form 10-K/A in the section captioned "Potential Payments upon Termination, Death, Disability or
Change of Control."

Accounting and Tax Considerations

Section 162(m) of the Code generally denies a deduction to any publicly held corporation for compensation paid in a taxable year to its chief executive
officer and four other most highly compensated officers to the extent that the officer's compensation (other than qualified performance-based compensation) exceeds $1 million. In designing our
compensation programs, we did not take into consideration the accounting and tax effect that each element will or may have on our executive officers and other employees as a group.

25

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EXECUTIVE COMPENSATION

The following table presents information concerning the total compensation of Synplicity's chief executive officer, chief financial officer and the three other
most highly compensated officers during 2007 (the "named executive officers") for services rendered to Synplicity in all capacities for 2007.

Summary Compensation Table

|Name and Principal Position                                      |  | Year      |  | Salary ($) |                 | Discretionary Non-Plan Based Bonus ($) |   | Stock Awards ($) |     | Option Awards ($) |  | Non-Equity Incentive Plan Compensation ($)(1) |                | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) |   | All Other Compensation ($)(2) |        | Total ($)
|---------------------------------------------------------------- |  | --------- |  | ---------- | --------------- | -------------------------------------- | - | ---------------- | --- | ----------------- |  | --------------------------------------------- | -------------- | --------------------------------------------------------------------------- | - | ----------------------------- | ------ | ---------
|Gary Meyers
President, Chief Executive Officer and Director      |  | 2007
2006 |  | $          | 300,000
300,000 |                                        |   | 
              |     | 
               |  | $                                             | 226,530
63,125 |                                                                             | $ | 109,571
99,912                |        | 
      
|John J. Hanlon
Senior Vice President and Chief Financial Officer |  | 2007
2006 |  |            | 232,534
228,882 |                                        | $ | 2,250
20,000     | (3) | 
               |  |                                               | 37,755
25,250  |                                                                             |   | 42,304
41,470                 |        | 
      
|Andrew Dauman
Senior Vice President of Worldwide Engineering     |  | 2007
2006 |  |            | 217,612
214,563 |                                        |   | 2,500
          |     | 
               |  |                                               | 100,680
37,875 |                                                                             |   | 39,589
36,602                 |        | 
      
|Andrew Haines
Senior Vice President of Marketing                 |  | 2007
2006 |  |            | 217,737
215,717 |                                        |   | 3,250
          |     | 
               |  |                                               | 72,993
37,875  |                                                                             |   | 39,612
36,804                 |        | 
      
|James Lovas
Vice President of Worldwide Sales                    |  | 2007
2006 |  |            | 196,560
213,853 |                                        |   | 
              |     | 
               |  |                                               | 50,340
310,120 |                                                                             |   | 131,616
155,735               | (4)(5) | 
      

---

26

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Outstanding Equity Awards at December 31, 2007

The following table presents certain information concerning the grant of stock awards to each of the named executive officers during 2007, including the value of
the stock awards. In addition, the table includes the number of shares covered by both exercisable and unexercisable stock options outstanding as of December 31, 2007.

|               |  | Option Awards                                                                               |                                                  | Stock Awards                                      
|-------------- |  | ------------------------------------------------------------------------------------------- | ------------------------------------------------ | --------------------------------------------------
|
|Gary Meyers    |  | 79,166
7,083
5,666
83,332
33,333
3,712
5,000
30,000
35,000
40,000
333,334
833               | (1)(2)(3)(1)(3)(4)(5)(6)(1)(1)(1)(7)             | 20,834
17,917








66,666
89,167       
|John J. Hanlon |  | 108,333
2,833
833                                                                           | (8)(9)(10)                                       | 91,667
7,167
14,167                               
|Andrew Dauman  |  | 33,333
16,666
21,333
13,333
30,000
4,430
25,000
44,000
25,000
21,354
39,583
5,383
4,250
833 | (3)(3)(1)(3)(3)(4)(11)(12)(1)(1)(13)(14)(15)(16) | 








3,646
40,417
8,917
10,750
39,167
|Andrew Haines  |  | 118,750
7,367
5,250
833                                                                     | (8)(9)(17)(18)                                   | 31,250
23,133
9,750
28,167                        

27

---



|James Lovas |  | 1,000
6,000
2,700
2,258
300
1,200
12,500
1,000
2,300
700
3,500
12,813
31,667
1,125
28,750
5,667
833 | (19)(20)(21)(4)(1)(22)(1)(23)(1)(24)(1)(1)(1)(25)(1)(26)(27) | 










2,187
8,333
8,875
31,250
14,333
19,167 |  |  |  | $ | 2.25
11.00
6.48
9.00
5.04
5.04
5.01
3.43
3.43
3.43
5.91
4.90
5.16
5.75
8.69
5.48
6.52 |  | 05/28/2009
09/29/2010
08/29/2011
01/22/2012
07/16/2012
07/16/2012
08/30/2012
04/04/2013
04/04/2013
04/04/2013
07/31/2013
09/10/2014
09/30/2014
07/19/2015
01/09/2016
07/21/2016
08/20/2017 |  |  |  |  |  |  |  | 
|----------- |  | --------------------------------------------------------------------------------------------------- | ------------------------------------------------------------ | ------------------------------------------------------------ |  |  |  | - | ------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | - |  | - |  | - |  | -

---

28

---



29

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Option Exercises and Stock Vested at December 31, 2007

The following table presents certain information concerning the exercise of options by each of the named executive officers during 2007, including the value of
gains on exercise and the value of the stock awards. In addition, the table includes the number of shares covered by exercisable stock options outstanding as of December 31, 2007.

|               |  | Option Awards |  | Stock Awards
|-------------- |  | ------------- |  | ------------
|
|Gary Meyers    |  | 47,000        |  | $           
|Andrew Dauman  |  |              |  |             
|John J. Hanlon |  |              |  |             
|Andrew Haines  |  |              |  |             
|James Lovas    |  |              |  |             

Nonqualified Deferred Compensation

The following table discloses contributions, earnings, withdrawals and balances under non-qualified defined contribution and other deferred
compensation plans for each named executive officer for 2007.

|Name           |  | Executive Contributions in 2007($) |        | Registrant Contributions in 2007($) |   | Aggregate Earnings in 2007($) |   | Aggregate
Withdrawals/
Distributions
($) |  | Aggregate Balance at 2007($)
|-------------- |  | ---------------------------------- | ------ | ----------------------------------- | - | ----------------------------- | - | ---------------------------------------- |  | ----------------------------
|Gary Meyers    |  | $                                  | 50,752 |                                     |  |                               | $ | 3,616                                    |  |                            
|Andrew Dauman  |  |                                    |       |                                     |  |                               |   |                                         |  |                            
|John J. Hanlon |  |                                    |       |                                     |  |                               |   |                                         |  |                            
|Andrew Haines  |  |                                    |       |                                     |  |                               |   |                                         |  |                            
|James Lovas    |  |                                    | 50,041 |                                     |  |                               |   | 3,030                                    |  |                            

30

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Potential Payments upon Termination, Death, Disability or Change of Control

The tables below reflect the amount of compensation to each of the named executive officers of Synplicity in the event of termination of such executive's
employment. The amount of compensation payable to each named executive officer upon voluntary termination (including retirement), involuntary not-for-cause termination,
termination following a change of control and in the event of disability or death of the executive is shown below. The amounts shown assume that such termination was effective as of
December 31, 2007, and thus includes amounts earned through such time and are estimates of the amounts which would be paid out to the executives upon their termination. The actual amounts to be
paid out can only be determined at the time of such executive's separation from Synplicity.

Payments Made upon Termination

Regardless of the manner in which a named executive officer's employment terminates, he is entitled to receive amounts earned during his term of employment. Such
amounts include:



Payments Made upon Death or Disability

In the event of the death or disability of a named executive officer, in addition to the benefits listed under the headings "Payments Made upon Termination"
above, the named executive officer will receive benefits under the Synplicity disability plan or payments under the Synplicity life insurance plan, as appropriate.

Payments Made upon Termination or Constructive Termination after a Change of Control

Synplicity has entered into Change of Control Option Acceleration Agreements with each of the named executive officers. Pursuant to these agreements, if an
executive officer's employment is terminated without cause or constructively terminated without cause (as defined therein) within 12 months following a change of control, in addition to the
benefits listed under the caption "Payments Made upon Termination" above, all stock options held by such named executive officer will automatically vest and become exercisable. In addition,
Mr. Meyers will receive a cash severance payment in the amount of $175,000 (pursuant to his Amended and Restated Change of Control Option Acceleration Agreement dated September 20, 2004)
or the sum of six months base salary and six months of incentive at target paid at 100%, which ever is greater (pursuant to the VIPP).

In
July 2004, the Synplicity board of directors adopted the Employee Retention Plan, which was amended in December 2004. On March 20, 2008, the date on which we entered into a
definitive and binding merger agreement with Synopsys, Inc., the Employee Retention Plan automatically became effective pursuant to the terms of the plan. Pursuant to the terms of the Employee
Retention Plan (which also applies to regular, full-time U.S. non executive employees in good standing), if a named executive officer's employment is terminated without cause or
constructively terminated without cause (as defined therein) within 12 months following the closing of the merger with Synopsys, Inc., in

31

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addition
to the benefits listed under the heading "Payments Made upon Termination" above and any that may be forthcoming due to such executive officer's Change of Control Option Acceleration
Agreement, the executive officers will be entitled to the following:



The
Change of Control Option Acceleration Agreements entered into by Synplicity with each of the named executive officers have been filed as an exhibit to Synplicity's Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission for the quarter in which such agreement was entered into. Generally, pursuant to the agreements, a change of control
is deemed to occur:



32

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The following table shows the potential payments upon termination for various reasons, including within 12 months of a change of control, disability and
death for Gary Meyers, Synplicity's president and chief executive officer:

|Executive Benefit and Payments Upon Separation |                           | Voluntary Termination, Retirement or For Cause Termination |         | Involuntary Not For Cause Termination (within 12 months of a Change in Control) |   | Disability |         | Death
|---------------------------------------------- | ------------------------- | ---------------------------------------------------------- | ------- | ------------------------------------------------------------------------------- | - | ---------- | ------- | -----
|Compensation:                                  |                           | $                                                          | 20,567  |                                                                                 | $ | 20,567     |         | $    
|Long Term Incentive Compensation               |                           |                                                            |         |                                                                                 |   |            |         |      
|                                               | Stock Options(1)          |                                                            |         | 644,509                                                                         |   |            | 721,325 |      
|Benefits & Perquisites:                        |                           |                                                            |         |                                                                                 |   |            |         |      
|                                               | Stock Awards              |                                                            |         |                                                                                |   |            |        |      
|                                               | ESPP(2)                   |                                                            |         | 5,227                                                                           |   |            | 5,227   |      
|                                               | 401(k) Plan               |                                                            |         | 166,887                                                                         |   |            | 166,887 |      
|                                               | Life Insurance Proceeds   |                                                            |         |                                                                                |   |            |        |      
|                                               | Accidental Death Proceeds |                                                            |         |                                                                                |   |            |        |      
|                                               | Travel Death Proceeds(3)  |                                                            |         |                                                                                |   |            |        |      
|                                               | Short Term Disability(4)  |                                                            |         |                                                                                |   |            |        |      
|                                               | Long Term Disability(5)   |                                                            |         |                                                                                |   |            |        |      
|                                               | Cash Severance(6)         |                                                            |         |                                                                                |   |            | 229,750 |      
|                                               | COBRA(7)                  |                                                            |         |                                                                                |   |            | 9,080   |      
|                                               | Accrued Vacation          |                                                            |         | 34,614                                                                          |   |            | 34,614  |      
|                                               | Deferred Compensation     |                                                            |         | 58,057                                                                          |   |            | 58,057  |      
|                                               |                           |                                                            |         |                                                                                 |   |            |         |      
|TOTALS:                                        |                           | $                                                          | 929,861 |                                                                                 | $ | 1,245,507  |         | $    
|                                               |                           |                                                            |         |                                                                                 |   |            |         |      

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33

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The following table shows the potential payments upon termination for various reasons, including within 12 months of a change of control, disability and
death for John J. Hanlon, Synplicity's senior vice president and chief financial officer:

|Executive Benefit and Payments Upon Separation |                           | Voluntary Termination, Retirement or For Cause Termination |        | Involuntary Not For Cause Termination (within 12 months of a Change in Control) |   | Disability |         | Death
|---------------------------------------------- | ------------------------- | ---------------------------------------------------------- | ------ | ------------------------------------------------------------------------------- | - | ---------- | ------- | -----
|Compensation:                                  |                           | $                                                          | 12,796 |                                                                                 | $ | 12,796     |         | $    
|Long Term Incentive Compensation               |                           |                                                            |        |                                                                                 |   |            |         |      
|                                               | Stock Options(1)          |                                                            |        | 906                                                                             |   |            | 3,200   |      
|Benefits & Perquisites:                        |                           |                                                            |        |                                                                                 |   |            |         |      
|                                               | Stock Awards              |                                                            |        |                                                                                |   |            |        |      
|                                               | ESPP(2)                   |                                                            |        | 778                                                                             |   |            | 778     |      
|                                               | 401(k) Plan               |                                                            |        | 18,801                                                                          |   |            | 18,801  |      
|                                               | Life Insurance Proceeds   |                                                            |        |                                                                                |   |            |        |      
|                                               | Accidental Death Proceeds |                                                            |        |                                                                                |   |            |        |      
|                                               | Travel Death Proceeds(3)  |                                                            |        |                                                                                |   |            |        |      
|                                               | Short Term Disability(4)  |                                                            |        |                                                                                |   |            |        |      
|                                               | Long Term Disability(5)   |                                                            |        |                                                                                |   |            |        |      
|                                               | Cash Severance(6)         |                                                            |        |                                                                                |   |            | 101,614 |      
|                                               | COBRA(7)                  |                                                            |        |                                                                                |   |            | 6,583   |      
|                                               | Accrued Vacation          |                                                            |        | 26,927                                                                          |   |            | 26,927  |      
|                                               | Deferred Compensation     |                                                            |        |                                                                                |   |            |        |      
|                                               |                           |                                                            |        |                                                                                 |   |            |         |      
|TOTALS:                                        |                           | $                                                          | 60,208 |                                                                                 | $ | 170,699    |         | $    
|                                               |                           |                                                            |        |                                                                                 |   |            |         |      

---

34

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The following table shows the potential payments upon termination for various reasons, including within 12 months of a change of control, disability and
death for Andrew Dauman, Synplicity's senior vice president of worldwide engineering:

|Executive Benefit and Payments Upon Separation |                           | Voluntary Termination, Retirement or For Cause Termination |         | Involuntary Not For Cause Termination (within 12 months of a Change in Control) |   | Disability |         | Death
|---------------------------------------------- | ------------------------- | ---------------------------------------------------------- | ------- | ------------------------------------------------------------------------------- | - | ---------- | ------- | -----
|Compensation:                                  |                           | $                                                          | 11,974  |                                                                                 | $ | 11,974     |         | $    
|Long Term Incentive Compensation               |                           |                                                            |         |                                                                                 |   |            |         |      
|                                               | Stock Options(1)          |                                                            |         | 296,384                                                                         |   |            | 303,588 |      
|Benefits & Perquisites:                        |                           |                                                            |         |                                                                                 |   |            |         |      
|                                               | Stock Awards              |                                                            |         |                                                                                |   |            |        |      
|                                               | ESPP(2)                   |                                                            |         | 3,640                                                                           |   |            | 3,640   |      
|                                               | 401(k) Plan               |                                                            |         | 125,889                                                                         |   |            | 125,889 |      
|                                               | Life Insurance Proceeds   |                                                            |         |                                                                                |   |            |        |      
|                                               | Accidental Death Proceeds |                                                            |         |                                                                                |   |            |        |      
|                                               | Travel Death Proceeds(3)  |                                                            |         |                                                                                |   |            |        |      
|                                               | Short Term Disability(4)  |                                                            |         |                                                                                |   |            |        |      
|                                               | Long Term Disability(5)   |                                                            |         |                                                                                |   |            |        |      
|                                               | Cash Severance(6)         |                                                            |         |                                                                                |   |            | 140,500 |      
|                                               | COBRA(7)                  |                                                            |         |                                                                                |   |            | 9,080   |      
|                                               | Accrued Vacation          |                                                            |         | 24,930                                                                          |   |            | 24,930  |      
|                                               | Deferred Compensation     |                                                            |         |                                                                                |   |            |        |      
|                                               |                           |                                                            |         |                                                                                 |   |            |         |      
|TOTALS:                                        |                           | $                                                          | 462,817 |                                                                                 | $ | 619,601    |         | $    
|                                               |                           |                                                            |         |                                                                                 |   |            |         |      

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35

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The following table shows the potential payments upon termination for various reasons, including within 12 months of a change of control, disability and
death for Andrew Haines, Synplicity's senior vice president of marketing:

|Executive Benefit and Payments Upon Separation |                           | Voluntary Termination, Retirement or For Cause Termination |         | Involuntary Not For Cause Termination (within 12 months of a Change in Control) |   | Disability |         | Death
|---------------------------------------------- | ------------------------- | ---------------------------------------------------------- | ------- | ------------------------------------------------------------------------------- | - | ---------- | ------- | -----
|Compensation:                                  |                           | $                                                          | 11,981  |                                                                                 | $ | 11,981     |         | $    
|Long Term Incentive Compensation               |                           |                                                            |         |                                                                                 |   |            |         |      
|                                               | Stock Options(1)          |                                                            |         | 61,423                                                                          |   |            | 81,325  |      
|Benefits & Perquisites:                        |                           |                                                            |         |                                                                                 |   |            |         |      
|                                               | Stock Awards              |                                                            |         |                                                                                |   |            |        |      
|                                               | ESPP(2)                   |                                                            |         | 3,642                                                                           |   |            | 3,642   |      
|                                               | 401(k) Plan               |                                                            |         | 35,906                                                                          |   |            | 35,906  |      
|                                               | Life Insurance Proceeds   |                                                            |         |                                                                                |   |            |        |      
|                                               | Accidental Death Proceeds |                                                            |         |                                                                                |   |            |        |      
|                                               | Travel Death Proceeds(3)  |                                                            |         |                                                                                |   |            |        |      
|                                               | Short Term Disability(4)  |                                                            |         |                                                                                |   |            |        |      
|                                               | Long Term Disability(5)   |                                                            |         |                                                                                |   |            |        |      
|                                               | Cash Severance(6)         |                                                            |         |                                                                                |   |            | 105,908 |      
|                                               | COBRA(7)                  |                                                            |         |                                                                                |   |            | 7,339   |      
|                                               | Accrued Vacation          |                                                            |         | 24,237                                                                          |   |            | 24,237  |      
|                                               | Deferred Compensation     |                                                            |         |                                                                                |   |            |        |      
|                                               |                           |                                                            |         |                                                                                 |   |            |         |      
|TOTALS:                                        |                           | $                                                          | 137,189 |                                                                                 | $ | 270,338    |         | $    
|                                               |                           |                                                            |         |                                                                                 |   |            |         |      

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36

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The following table shows the potential payments upon termination for various reasons, including within 12 months of a change of control, disability and
death for James Lovas, Synplicity's vice president of worldwide sales:

|Executive Benefit and Payments Upon Separation |                           | Voluntary Termination, Retirement or For Cause Termination |         | Involuntary Not For Cause Termination (within 12 months of a Change in Control) |   | Disability |         | Death
|---------------------------------------------- | ------------------------- | ---------------------------------------------------------- | ------- | ------------------------------------------------------------------------------- | - | ---------- | ------- | -----
|Compensation:(1)                               |                           | $                                                          | 53,470  |                                                                                 | $ | 53,470     |         | $    
|Long Term Incentive Compensation               |                           |                                                            |         |                                                                                 |   |            |         |      
|                                               | Stock Options(2)          |                                                            |         | 57,713                                                                          |   |            | 70,045  |      
|Benefits & Perquisites:                        |                           |                                                            |         |                                                                                 |   |            |         |      
|                                               | Stock Awards              |                                                            |         |                                                                                |   |            |        |      
|                                               | ESPP(3)                   |                                                            |         | 5,227                                                                           |   |            | 5,227   |      
|                                               | 401(k) Plan               |                                                            |         | 175,433                                                                         |   |            | 175,433 |      
|                                               | Life Insurance Proceeds   |                                                            |         |                                                                                |   |            |        |      
|                                               | Accidental Death Proceeds |                                                            |         |                                                                                |   |            |        |      
|                                               | Travel Death Proceeds(4)  |                                                            |         |                                                                                |   |            |        |      
|                                               | Short Term Disability(5)  |                                                            |         |                                                                                |   |            |        |      
|                                               | Long Term Disability(6)   |                                                            |         |                                                                                |   |            |        |      
|                                               | Cash Severance(7)         |                                                            |         |                                                                                |   |            | 146,850 |      
|                                               | COBRA(8)                  |                                                            |         |                                                                                |   |            | 12,689  |      
|                                               | Auto Allowance            |                                                            |         | 750                                                                             |   |            | 750     |      
|                                               | Accrued Vacation          |                                                            |         | 22,679                                                                          |   |            | 22,679  |      
|                                               | Deferred Compensation     |                                                            |         | 53,070                                                                          |   |            | 53,070  |      
|                                               |                           |                                                            |         |                                                                                 |   |            |         |      
|TOTALS:                                        |                           | $                                                          | 368,342 |                                                                                 | $ | 540,213    |         | $    
|                                               |                           |                                                            |         |                                                                                 |   |            |         |      

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EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, 2007 about Synplicity common stock that may be issued upon the exercise of options and rights
granted to employees, consultants or members of its board of directors under all existing equity compensation plans including the 1995 Stock Option Plan (which was terminated as to new grants in April
2000), the 2000 Stock Plan, the 2000 Employee Stock Purchase Plan and the 2000 Director Option Plan.

|Plan Category                                          |       | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights |           | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights |      | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) |          
|------------------------------------------------------ | ----- | ------------------------------------------------------------------------------------------- | --------- | --------------------------------------------------------------------------- | ---- | ------------------------------------------------------------------------------------------------------------------------------------------- | ---------
|Equity compensation plans approved by shareholders(1)  |       | 6,553,579                                                                                   | (2)       | $                                                                           | 6.14 |                                                                                                                                             | 5,153,763
|Equity compensation plans not approved by shareholders |       | 104,665                                                                                     | (4)       | $                                                                           | 3.75 |                                                                                                                                             |  (5     
|                                                       |       |                                                                                             |           |                                                                             |      |                                                                                                                                             |          
|                                                       | Total |                                                                                             | 6,658,244 |                                                                             | $    | 6.10                                                                                                                                        |          
|                                                       |       |                                                                                             |           |                                                                             |      |                                                                                                                                             |          

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38

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DIRECTOR COMPENSATION

Directors who are not employees receive automatic option grants under Synplicity's 2000 Director Option Plan. Each new non employee director is automatically
granted an option to purchase 40,000 shares of Synplicity common stock at the time he or she is first elected to the board of directors. Each non employee director receives a subsequent option grant
to purchase 10,000 shares of Synplicity common stock at the first meeting of the board of directors following the annual meeting of shareholders, provided that he or she has been a member of the board
of directors for at least six months as of such date. All options granted under the 2000 Director Option Plan are granted at the fair market value of Synplicity common stock as reported on the Nasdaq
Global Market on the day before the date of the grant. The initial 40,000 share grants become exercisable at a rate of 1/4th of the shares one year after the date of grant and
1/48th of the shares per month thereafter. The subsequent 10,000 share grants become exercisable at the rate of 1/48th of the shares per month.

In
2007, non employee directors of Synplicity received a cash retainer of $35,000 per year. The chairman of the audit committee received an additional retainer of $15,000 per year, and
the chairman of the compensation and nominating and corporate governance committee each received a retainer of $8,000 per year. Non employee directors (other than the chairman of the audit committee)
who served on the audit, compensation or nominating committee also received an additional retainer of $5,000 per year for each committee on which the director sits.

Payment
of retainers are made quarterly in arrears and are prorated for that portion of the quarter in which a director serves in the event he or she leaves the board or a committee, as
the case may be.

The
following table provides information on the cash compensation and options granted to the Synplicity directors during 2007:

|Name(1)                |  | Fees Earned ($)(2) |         | Stock Awards ($) |   | Option Awards ($)(3) |         | Non-Equity Incentive Plan Compensation ($) |        | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) |   | All Other Compensation ($) |   | Total ($)
|---------------------- |  | ------------------ | ------- | ---------------- | - | -------------------- | ------- | ------------------------------------------ | ------ | --------------------------------------------------------------------------- | - | -------------------------- | - | ---------
|Prabhu Goel            |  | $                  | 45,677  |                  |  |                      | 26,241  |                                            |       |                                                                             |  |                            |  |          
|Kenneth S. McElvain(4) |  |                    | 218,545 |                  |  |                      |         |                                            | 62,337 |                                                                             |   |                            |   |          
|Dennis Segers          |  |                    | 48,000  |                  |  |                      | 26,241  |                                            |       |                                                                             |  |                            |  |          
|Scott J. Stallard(5)   |  |                    | 35,429  |                  |  |                      | 26,241  |                                            |       |                                                                             |  |                            |  |          
|Thomas Weatherford     |  |                    | 55,000  |                  |  |                      | 26,241  |                                            |       |                                                                             |  |                            |  |          
|Paul Weiskopf(6)       |  |                    | 24,951  |                  |  |                      | 112,344 |                                            |       |                                                                             |  |                            |  |          
|Alisa Yaffa(7)         |  |                    | 84,151  |                  |  |                      |        |                                            | 15,325 |                                                                             |  |                            |  |          

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39

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The aggregate number of each non employee directors' option awards outstanding at December 31, 2007 is disclosed in the table below:

Name

Option Awards Outstanding (#)Prabhu Goel

80,000Kenneth S. McElvain

0Dennis Segers

100,000Thomas Weatherford

80,000Paul Weiskopf

40,000Alisa Yaffa

0


40

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ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table provides information relating to the beneficial ownership of Synplicity common stock as of March 31, 2008 by:



Beneficial
ownership is determined based on the rules of the Securities and Exchange Commission. The column captioned "Total Shares and Shares Underlying Exercisable Options Beneficially
Owned" includes the number of shares of Synplicity common stock subject to options that are currently exercisable or will become exercisable on or before May 30, 2008, which is 60 days
from the record date for the 2008 annual meeting. The number of shares subject to options that each beneficial owner has the right to acquire on or before May 30, 2008 is listed separately
under the column "Number of Shares Underlying Options." These shares are not deemed exercisable for purposes of computing the beneficial ownership of any other person. Percent of beneficial ownership
is based upon 26,592,655 shares of Synplicity common stock outstanding as of March 31, 2008. The address for those individuals for whom an address is not otherwise provided is c/o
Synplicity, Inc., 600 West California Avenue, Sunnyvale, California 94086. Unless otherwise indicated, Synplicity believes the shareholders listed have sole voting or investment power with
respect to all shares, subject to applicable community property laws.

|Name and Address                                                                             |  | Number of Outstanding Shares Beneficially Owned |  | Number of Shares Underlying Options Exercisable on or before May 30, 2008 |  | Total Shares and Shares Underlying Exercisable Options Beneficially Owned |  | Percentage of Total Shares Beneficially Owned |  
|-------------------------------------------------------------------------------------------- |  | ----------------------------------------------- |  | ------------------------------------------------------------------------- |  | ------------------------------------------------------------------------- |  | --------------------------------------------- | -
|J. Carlo Cannell (1)
P.O. Box 3459
240 E. Deloney Ave.
Jackson, WY 83001                     |  | 1,700,967                                       |  |                                                                          |  | 1,700,967                                                                 |  | 6.4                                           | %
|Buckingham Capital Management Incorporated(2)
750 Third Ave., Sixth Floor
New York, NY 10017 |  | 1,268,834                                       |  |                                                                          |  | 1,268,834                                                                 |  | 4.76                                          | %
|Andrew Dauman                                                                                |  | 44,333                                          |  | 267,854                                                                   |  | 312,187                                                                   |  | 1.2                                           | %
|Prabhu Goel(3)                                                                               |  | 1,187,538                                       |  | 65,000                                                                    |  | 1,252,538                                                                 |  | 4.7                                           | %
|Andrew Haines                                                                                |  | 58,516                                          |  | 152,076                                                                   |  | 210,592                                                                   |  | *                                             |  
|John J. Hanlon                                                                               |  | 2,533                                           |  | 134,501                                                                   |  | 137,034                                                                   |  | *                                             |  
|James Lovas                                                                                  |  | 37,000                                          |  | 129,416                                                                   |  | 166,416                                                                   |  | *                                             |  
|Kenneth S. McElvain(4)                                                                       |  | 9,594,714                                       |  |                                                                          |  | 9,594,714                                                                 |  | 36.1                                          | %
|Gary Meyers                                                                                  |  | 13,000                                          |  | 703,127                                                                   |  | 716,127                                                                   |  | 2.6                                           | %
|Dennis Segers                                                                                |  |                                                |  | 85,000                                                                    |  | 85,000                                                                    |  | *                                             |  
|Thomas Weatherford                                                                           |  |                                                |  | 65,000                                                                    |  | 65,000                                                                    |  | *                                             |  
|Paul Weiskopf                                                                                |  |                                                |  |                                                                          |  |                                                                          |  |                                               |  
|Alisa Yaffa(4)                                                                               |  | 9,594,714                                       |  |                                                                          |  | 9,594,714                                                                 |  | 36.1                                          | %
|All current directors and executive officers as a group (11 persons)                         |  | 10,937,634                                      |  | 1,601,974                                                                 |  | 12,539,608                                                                |  | 44.5                                          | %

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41

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42

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ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Our audit committee is responsible for the review and approval or ratification of "related-person transactions" between Synplicity and related persons. Under
Securities and Exchange Commission rules, a related person is a director, officer, nominee for director, or 5% shareholder of the Company since the beginning of the last fiscal year and their
immediate family members.

In
2007, Synplicity paid Mr. Kenneth R. McElvain a total of $90,000 for certain technical software development programming services provided by him to Synplicity pursuant to a
consulting agreement. Mr. Kenneth R. McElvain is the father of one of our directors, Kenneth S. McElvain, who is also our chief technology officer and vice president.

In
March 2008, the audit committee approved an increase in the 2008 consultant fees payable to Mr. Kenneth R. McElvain up to a maximum of $140,000.

ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit and Related Fees

The following table is a summary of the fees billed to Synplicity by Ernst & Young LLP for professional services for the years ended
December 31, 2007 and 2006:

Year ended December 31,Fee Category2007

2006Audit Fees

$
1,161,308

$
1,156,372Audit-Related Fees


311,406


140,414Tax Fees


60,469


39,281All Other Fees


1,000


3,000Total Fees

$
1,534,183

$
1,339,067


Audit Feesconsist of fees billed for professional services rendered for (i) the audit of Synplicity's consolidated
financial statements and review of the interim consolidated financial statements included in quarterly reports, (ii) its review and testing of the effectiveness of Synplicity's internal
controls over financial reporting and management's assessment of the effectiveness of the internal controls over financial reporting, and (iii) services that are normally provided by
Ernst & Young LLP in connection with statutory and regulatory filings or engagements.

Audit-Related Feesconsist of fees billed for assurance and related services that are reasonably related to (i) the
performance of the audit or review of the consolidated financial statements,
and (ii) review and testing of the effectiveness of Synplicity's internal controls over financial reporting and management's assessment of the effectiveness of the internal controls over
financial reporting, and that are not reported under "Audit Fees." In 2007 and 2006, these services included accounting consultations in connection with SEC correspondence, recent accounting
pronouncements, restructuring and due diligence in connection with Synplicity's acquisition of HARDI Electronics A.B.

Tax Feesconsist of fees billed for professional services for tax compliance, advice and planning. These services include
assistance regarding international tax compliance, tax audit defense, customs and duties, mergers and acquisitions and international tax planning.

All Other Feesconsist of fees for products and services other than the services reported above.

Before
selecting Ernst & Young LLP and prior to determining to continue Ernst & Young LLP's engagement with Synplicity in 2008, the audit committee carefully
considered Ernst & Young LLP's qualifications as an independent registered public accounting firm. This included a review of the

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qualifications
of the engagement team, the quality control procedures the firm has established, the results of the Public Company Accounting Oversight Board's most recent review of Ernst &
Young LLP, as well as its reputation for integrity and competence in the fields of accounting and auditing. The audit committee's review also included matters required to be considered under
the Securities and Exchange Commission's rules on auditor independence, including the nature and extent of non-audit services, to ensure that the auditors' independence will not be
impaired. The audit committee pre-approves all audit and non-audit services provided by Ernst & Young LLP. All of the services provided by Ernst &
Young LLP described under "Audit-Related Fees," "Tax Fees" and "All Other Fees" were pre-approved by the audit committee. The audit committee has determined that the provision of
services by Ernst & Young LLP other than for audit related services is compatible with maintaining the independence of Ernst & Young LLP as Synplicity's independent
registered public accounting firm.

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PART IV

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)(3) Exhibits

|Item Number |  | Description of Exhibit                                                                                                                               
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------
|31.1        |  | Rule 13a-15(e) and 15d-15(e) CertificationPrincipal Executive OfficerGary Meyers                                                                   
|31.2        |  | Rule 13a-15(e) and 15d-15(e) CertificationPrincipal Financial OfficerJohn J. Hanlon                                                                
|32.1        |  | Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Gary Meyers and John J. Hanlon

45

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to
the Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

|                    |  | SYNPLICITY, INC.
|------------------- |  | ----------------
|Date: April 4, 2008 |  | By:             
|                    |  |                 
|                    |  |                 

|                    |  | By: | /s/JOHN J. HANLON
|------------------- |  | --- | -----------------
|Date: April 4, 2008 |  |     | Name:            
|                    |  |     | Title:           

Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this Amendment No. 1 to the Annual Report on Form 10-K has been signed below by
the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

|Signature                                   |  | Title                                                                                          |  | Date         
|------------------------------------------- |  | ---------------------------------------------------------------------------------------------- |  | -------------
|                                            |  |                                                                                                |  |              
|/s/GARY MEYERSGary Meyers                   |  | Chief Executive Officer, President and Director (Principal Executive Officer)                  |  | April 4, 2008
|/s/JOHN J. HANLONJohn J. Hanlon             |  | Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |  | April 4, 2008
|/s/KENNETH S. MCELVAIN*Kenneth S. McElvain* |  | Chief Technology Officer, Vice President and Director                                          |  | April 4, 2008
|/s/ALISA YAFFA*Alisa Yaffa*                 |  | Chairwoman of the Board, Vice President of Intellectual Property and Secretary                 |  | April 4, 2008
|/s/PRABHU GOEL*Prabhu Goel*                 |  | Director                                                                                       |  | April 4, 2008

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|/s/PAUL WEISKOPF*Paul Weiskopf*           |  | Director |  | April 4, 2008
|----------------------------------------- |  | -------- |  | -------------
|/s/DENNIS SEGERS*Dennis Segers*           |  | Director |  | April 4, 2008
|/s/THOMAS WEATHERFORD*Thomas Weatherford* |  | Director |  | April 4, 2008

|*By: | /s/JOHN J. HANLONJohn J. Hanlon,Attorney-in-Fact |  | 
|---- | ------------------------------------------------ |  | 

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EXHIBIT INDEX

|Item Number |  | Description of Exhibit                                                                                                                               
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------
|31.1        |  | Rule 13a-15(e) and 15d-15(e) CertificationPrincipal Executive OfficerGary Meyers                                                                   
|31.2        |  | Rule 13a-15(e) and 15d-15(e) CertificationPrincipal Financial OfficerJohn J. Hanlon                                                                
|32.1        |  | Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Gary Meyers and John J. Hanlon

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