exv10w94





Exhibit
10.94



SECOND
AMENDMENT TO EMPLOYMENT AGREEMENT

WITH __________




     THIS SECOND AMENDMENT (this “Amendment”) to the Original Employment Agreement (as defined
below) is made and entered into effective March 31, 2010 (the “Effective Date”) by and between
Cadence Design Systems, Inc. (the “Company”) and _________ (“ Executive”). Capitalized terms used
herein and not defined have the definitions given to them in the Original Employment Agreement.



WITNESSETH




     WHEREAS, Employer
and Executive are parties to that certain Employment Agreement effective
_________ (the “Original Employment Agreement”)
pursuant to which Executive is employed by
the Company;



     WHEREAS, the Original
Employment Agreement was amended by the First Amendment to Employment
Agreement dated _________ (the “First Amendment” and, together
with this Amendment and the
Original Employment Agreement, the “Employment Agreement”);



     WHEREAS, pursuant to the First Amendment, Employer and Executive agreed to reduce the Base
Salary for the Reduction Period, as defined in the First Amendment; and



     WHEREAS, the Company and
Executive desire to amend the terms of the Original Employment
Agreement and the First Amendment as set forth herein as of the Effective Date to extend the
Reduction Period in which the Base Salary of Executive is temporarily reduced.



     NOW, THEREFORE, in consideration
of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which is acknowledged, the parties hereto
hereby agree as follows:



     1. Solely for the period from April 1, 2010 through and including June 30, 2010 (the
“Additional Reduction Period”):




     a. The Base
Salary as defined in and payable under Section 2.1 of the Original Employment
Agreement shall be
_________  Dollars ($_________).




     b. The words and figures “ten percent (10%)” in Section 4.3(c) of the Original Employment
Agreement, as it relates to the Base Salary set forth in the Original Employment Agreement, shall
be deemed to be “five percent (5%)”.



     2. The parties hereby acknowledge and agree that the reduction of Executive’s Base Salary to
the amount in effect during the Additional Reduction Period (and any



 









 




resulting reduction in any amounts actually payable under the Bonus Plan) does not constitute
a Constructive Termination under the Employment Agreement.




     3. Each of the parties hereto hereby confirms that the Original Employment Agreement, except
as expressly amended by the First Amendment and this Amendment, remains in full force and effect.



     4. This Amendment may be executed in several counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.



     5. This Amendment shall be governed by the laws of the State of California, without regard to
its conflicts of laws principles.



     IN WITNESS WHEREOF, the parties have executed this SECOND AMENDMENT on this ___th
day of _______, 2010, to be effective as set forth above.



	 	 	 	 	 
	CADENCE DESIGN SYSTEMS, INC. 

 	 	EXECUTIVE 
	By:  	

 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 




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