exv10w02



 






Exhibit 10.02





Agreement No: ASV2007–2008




SCHEDULE 3




ALL ITEMS BELOW MUST BE COMPLETELY FILLED IN.

DO NOT LEAVE ANY BLANK.





	 	1.	 	Name and address of Consultants who will perform work:

Prof. Alberto Sangiovanni-Vincentelli

200 Tunnel Road

Berkeley, CA 94705

	 
	 	2.	 	Name and Address of Primary Consultant for Notice purposes:

Prof. Alberto Sangiovanni-Vincentelli 

200 Tunnel Road

Berkeley, CA 94705

Tel.      510.642.4882
                           Fax 510.643.5052

Email: alberto@eecs.berkeley.edu       Email: alberto@parades.rm.cnr.it

(Europe CEL)
	 
	 	3.	 	Term of Consulting Period for this Schedule: 

       Start Date       End Date

       06/01/2007      5/31/2008
	 
	 	 	 	      Either party may terminate this Schedule at any time without cause upon thirty (30)
days’ prior written notice to the other party.






	 	4.	 	Duties and/or Deliverables of Consultant:






	 	•	 	Act as the Technology Advisor to the CEO in terms of strategic directions of the
company, acquisitions, organizational matters, and customer relations
	 	•	 	Serve as facilitator in high-level customer and partner meetings to discuss
industry and technology trends and ways of collaborating on technology and business
issues
	 	•	 	Participate in Executive Staff meetings whenever feasible and appropriate in
CEO’s judgment
	 	•	 	Represent Cadence in industry, technical and government events as panelist,
speaker, and industry expert
	 	•	 	Be available to the Finance Committee for consulting on incubation and
acquisition activities
	 	•	 	Oversee and participate in the due diligence in acquisition cases
	 	•	 	Provide leads for potential internal and external investments
	 	•	 	Participate in the creation and management of incubators as a “board” member or
technical and business advisor as the case may require
	 	•	 	Participate in setting the technical directions of the Cadence Berkeley Labs and
of research partnerships with customers, academia and industry consortia





 









 





	 	•	 	Serve as member of any committee or group in charge of discussing and
establishing the direction of the company in System Level Design including embedded
software
	 	•	 	Serve as technical and business advisor to the Europe Region Director
	 	•	 	Advise the CEO and others designated by the CEO with respect to the strategy of
the company
	 	•	 	Participate with management (CEO and Executive VPs) in reviews of the operation
of technology groups to assess the soundness of the technical approach, the degree
of overlaps and potential synergies to be exploited, and to advise on directions






	 	5.	 	No Competition During the Consulting Period:
	 	 	 	During the Consulting Period, Consultant shall not own, manage, operate, control, enable
(whether by license, sublicense, assignment or otherwise) or otherwise engage or
participate in, or be connected as a securityholder, director, officer, employee,
partner, member, lender, guarantor or advisor of, or consultant or contractor to, any
Person (as defined below) that, directly or indirectly, (1) engages in the Business (as
defined below), (2) competes in the Business against Cadence or any of its existing or
future affiliates engaged in the Business, or (3) markets, distributes or sells any
products that are marketed, distributed or sold, directly or indirectly through
intermediaries, that are competitive with Business products marketed sold or distributed
by Cadence or any of its existing or future affiliates. As used herein, the term
“Business” means: (i) the research, design and development of electronic design
automation software, electronic design verification and emulation hardware, (ii)
commercial electronic design and/or support and maintenance services, and (iii) all
intellectual property embodied in or otherwise arising from the activities described in
clauses (i) and (ii) above. As used herein, the term “Person” means any individual,
corporation, partnership, limited liability company, association, trust, unincorporated
organization or other legal entity, including any governmental entity. Notwithstanding
any provision in this Agreement to the contrary, Cadence acknowledges that Consultant
presently serves as a member of the Board of Directors of Accent S.p.A., Gradient Design
Automation, Inc., Sonics, Inc., Value Partners Group and UPEK, Inc., and that continuing
in such positions in accordance with Cadence’s Code of Business Conduct, as it may be
amended from time to time, shall not be deemed to violate the covenants set forth above
in this Section 5. Furthermore, for the avoidance of doubt, Consultant’s performance of
his academic duties as a professor of electrical engineering and computer science shall
not be deemed to violate the covenants set forth above in this Section 5.
	 
	 	6.	 	Project Manager to whom Consultant reports






	 	 	 	Michael J. Fister

Tel:       408.944.7862

Fax:       408.894.3093





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	 	7.	 	Expected days of consulting to be performed per month:
	 
	 	 	 	      N/A
	 
	 	8.	 	Cost Center #: 41000
	 
	 	9.	 	Consulting Fees:      $4,583.33 per month. Payments are due the first week of the new
month for the past month’s advisory services. Checks are to be sent to the home address
listed in item 1.
	 
	 	10.	 	Annual Compensation. The dollar value of this Consulting Schedule is not to exceed:
$55,000.00






	 	11.	 	Renewal. Is this renewal of an existing Schedule: YES X       NO           

If yes, what was the start date of the previous Schedule: June 1, 2006





 




Consultant:




 




Signature:
/s/ Dr. Alberto Sangiovanni-Vincentelli                   

                   Dr. Alberto Sangiovanni-Vincentelli




Date:
May 18, 2007
                         
                                  





 




Cadence Design Systems, Inc.




 




Signature:
/s/ Michael J. Fister                                            




          
           Michael J. Fister

                    President and CEO




Date:
May 18, 2007
                            
                                  





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