exv10w06






Exhibit 10.06




EXECUTIVE TRANSITION AND RELEASE AGREEMENT




     This Executive Transition and Release Agreement (this “Agreement”) is entered into between
Michael J. Fister (“Executive”) and Cadence Design Systems, Inc., a Delaware corporation (“Cadence”
or the “Company”).



     1. TRANSITION COMMENCEMENT DATE. As of October 15, 2008 (the “Transition Commencement Date”),
Executive will no longer hold the position of President and Chief Executive Officer (“CEO”) and
will be relieved of all of Executive’s authority and responsibilities in those positions.
Executive will be paid (a) any earned but unpaid base salary for his services as CEO prior to the
Transition Commencement Date and any outstanding expense reimbursements submitted and approved
pursuant to Section 3.1 of Executive’s Employment Agreement with the Company effective May 12, 2004
and amended thereafter from time to time (the “Employment Agreement”); and (b) other unpaid vested
amounts or benefits under the compensation, incentive and benefit plans of the Company in which
Executive participates, in each case under this clause (b) as of the Transition Commencement Date.
The payment of the foregoing amounts shall be made to Executive by not later than the next regular
payroll date following the Transition Commencement Date. As of the first day of the month
following the Transition Commencement Date, Executive will no longer participate in Cadence’s
medical, dental, and vision insurance plans (unless Executive elects to continue coverage pursuant
to COBRA), and will not be eligible for a bonus for any services rendered after that date.



     2. TRANSITION PERIOD. The period from the Transition Commencement Date to the date when
Executive’s employment with Cadence pursuant to this Agreement terminates (the “Transition
Termination Date”) is called the “Transition Period” in this Agreement. Executive’s Transition
Termination Date will be the earliest to occur of:



     a. the date on which Executive provides Cadence with his written resignation from his
employment with Cadence pursuant to this Agreement;



     b. the date on which Cadence terminates Executive’s employment due to a material breach by
Executive of his duties or obligations under paragraph 3(b), 3(c) or 3(e) of this Agreement, after
written notice delivered to Executive identifying such breach and his failure to cure such breach,
if curable, within thirty (30) days following delivery of such notice; or



     c. one year from the Transition Commencement Date.



     3. DUTIES AND OBLIGATIONS DURING THE TRANSITION PERIOD AND AFTERWARDS.



     a. During the Transition Period, Executive will assume the position of Consultant. In this
position, Executive will render those services requested by Cadence’s Board of Directors or Chief
Executive Officer on an as-needed basis. Executive’s time rendering those services is not expected
to exceed twenty (20) hours per month. Executive shall not be required to perform those services
on the Company’s premises and shall instead be permitted to perform those services at a location
determined by Executive. Except as otherwise provided in paragraph 3(b)



 









 




of this Agreement, Executive’s obligations hereunder will not preclude Executive from
accepting and holding full-time employment elsewhere. Neither party expects that Executive will
resume employment with Cadence in the future at a level that exceeds the level set forth in this
Section 3(a) and it is the parties’ intent that Executive will have experienced a “separation from
service” as defined under Section 409A of the Code as of the Transition Commencement Date.




     b. As President and Chief Executive Officer and Director of Cadence, as well as other
positions Executive may have held with Cadence, Executive has obtained extensive and valuable
knowledge and information concerning Cadence’s business (including confidential information
relating to Cadence and its operations, intellectual property, assets, contracts, customers,
personnel, plans, marketing plans, research and development plans and prospects). Executive
acknowledges and agrees that it would be virtually impossible for Executive to work as an employee,
consultant or advisor in any business in which Cadence engages on the Transition Commencement Date,
including the electronic design automation (“EDA”) industry, without inevitably disclosing
confidential and proprietary information belonging to Cadence. Accordingly, during the Transition
Period, Executive will not, directly or indirectly, provide services, whether as an employee,
consultant, independent contractor, agent, sole proprietor, partner, joint venturer, corporate
officer or director, on behalf of any corporation, limited liability company, partnership, or other
entity or person or successor thereto that (i) is engaged in any business in which Cadence or any
of its affiliates is engaged on the Transition Commencement Date or has been engaged at any time
during the 12-month period immediately preceding the Transition Commencement Date, whether in the
EDA industry or otherwise, anywhere in the world (a “Cadence Business”), or (ii) produces, markets,
distributes or sells any products, directly or indirectly through intermediaries, that are
competitive with Cadence or any of its affiliates. As used in this paragraph, the term “EDA
industry” means the research, design or development of electronic design automation software,
electronic design verification, emulation hardware and related products, such products containing
hardware, software and both hardware and/or software products, designs or solutions for, and all
intellectual property embodied in the foregoing, or in commercial electronic design and/or
maintenance services, such services including all intellectual property embodied in the foregoing.
If Executive receives an offer of employment or consulting from any person or entity that engages
in whole or in part in a Cadence Business during the Transition Period, then Executive must first
obtain written approval from Cadence’s then Chairperson of the Board before accepting said offer.



     c. During the Transition Period, Executive will be prohibited, to the fullest extent allowed
by applicable law, and except with the written advance approval of Cadence’s CEO (or his
successor(s)), from voluntarily or involuntarily, for any reason whatsoever, directly or
indirectly, individually or on behalf of persons or entities not now parties to this Agreement: (i)
encouraging, inducing, attempting to induce, recruiting, attempting to recruit, soliciting or
attempting to solicit or participating in any way in hiring or retaining for employment, contractor
or consulting opportunities anyone who is employed at that time, or was employed during the
previous one year, by Cadence or any Cadence affiliate; (ii) interfering or attempting to interfere
with the relationship or prospective relationship of Cadence or any Cadence affiliate with any
former, present or future client, customer, joint venture partner, or financial backer of Cadence
or any Cadence affiliate; or (iii) soliciting, diverting or accepting business, in any line or area
of business engaged in by Cadence or any Cadence affiliate, from any former or present client,
customer or joint venture partner of Cadence or any Cadence affiliate (other than on behalf of



2









 




Cadence). The restrictions contained in subparagraph (i) of this paragraph 3(c) shall also be
in effect for a period of one year following the Transition Termination Date. This paragraph 3(c)
does not alter any of the obligations the Executive may have under the Employee Proprietary
Information and Inventions Agreement, dated as of May 12, 2004.


     d. Executive will fully cooperate with Cadence in all matters relating to his employment,
including the winding up of work performed in Executive’s prior
position and the orderly transition of such work to other Cadence employees.


     e. Executive will not make any statement, written or oral, that disparages Cadence or any of
its affiliates, or any of Cadence’s or its affiliates’ products, services, policies, business
practices, employees, executives, officers or directors, past, present or future. Similarly,
Cadence agrees to instruct its executive officers and members of the Board of Directors not to make
any statement, written or oral, that disparages Executive. The restrictions described in this
paragraph shall not apply to any truthful statements made in response to a subpoena or other
compulsory legal process.


     f. Notwithstanding paragraph 9 hereof, the parties agree that damages would be an inadequate
remedy for Cadence in the event of a breach or threatened breach by Executive of paragraph 3( b) or
3(c), or for Cadence or Executive in the event of a breach or threatened breach of paragraph 3(e).
In the event of any such breach or threatened breach, the non-breaching party may, either with or
without pursuing any potential damage remedies, obtain from a court of competent
.jurisdiction, and enforce, an injunction prohibiting the other party from violating
this Agreement and requiring the other party to comply with the terms of this Agreement.


     4. TRANSITION COMPENSATION AND BENEFITS. In consideration for Executive’s execution and
delivery of an effective release of claims as set forth in this Agreement and as compensation for
Executive’s services during the Transition Period, Cadence will provide the following payments and
benefits to Executive (to which Executive would not otherwise be entitled), after Executive has
returned to the Company all hard and soft copies of records, documents, materials and files
relating to confidential, proprietary or sensitive company information in his possession or control
during his period of employment as CEO, as well as all other Company-owned property then in his
possession, except to the extent retained pursuant to Section 7 of the Employment Agreement:


     a. provided that Executive does not resign from employment with Cadence under this Agreement
and Cadence does not terminate Executive’s employment with Cadence due to a breach by Executive of
Executive’s duties under this Agreement, a monthly salary commencing on the first pay date
following the date that is six months after the Transition Commencement Date of $4,000 less
applicable tax withholdings and deductions, payable for a period of six months. in accordance with
Cadence’s regular payroll schedule;


     b. all of the unvested equity compensation awards (including stock options, restricted stock
and restricted stock units) that are not performance-based within the
meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), that are outstanding and held by
Executive on the Transition Commencement Date and that would have vested over the twenty-four (24)
months following the date of termination had Executive


3








 




continued to serve as CEO under his Employment Agreement during that period shall immediately
vest and become exercisable in full on the Effective Date of this Agreement, and there shall be no
further vesting of those equity compensation awards during or after the Transition Period except as
otherwise provided by paragraph 6 hereof. Provided Executive continues in employment under this
Agreement through the end of the applicable performance period, unvested equity compensation awards
that are performance-based within the meaning of Section 162(m) of the Code and that are
outstanding and held by Executive on the Transition Commencement Date shall continue to vest
through the end of the applicable performance period, but only to the extent justified by the
satisfaction of the performance goals prescribed for such equity awards. Upon the conclusion of
the performance period, such awards shall immediately vest to the extent they would have vested
over the twenty-four (24) months following the date of termination had Executive continued to serve
as an executive of the Company pursuant to his Employment Agreement, and there shall be no further
vesting of such awards during or after the Transition Period except as otherwise provided by
paragraph 6 hereof. Any acceleration pursuant to this paragraph 4(b) will have no effect on any
other provisions of the stock awards;




     c. Executive’s employment pursuant to this Agreement shall be considered a continuation of
employee status and continuous service for all purposes under, but only under, any equity
compensation awards previously granted to Executive by the Company and outstanding on the
Transition Commencement Date; and



     d. if Executive elects to continue coverage under Cadence’s medical, dental, and vision
insurance plans pursuant to COBRA following the Transition Commencement Date, Cadence will pay the
COBRA premiums for Executive and his qualified beneficiaries during the Transition Period.



     Except as so provided or as otherwise set forth in paragraph 6 hereof, Executive will receive
no other compensation or benefits from Cadence in consideration of Executive’s services during the
Transition Period.



     5. TERMINATION PAYMENTS AND BENEFITS; REFUND OF PAYMENTS.



     a. Provided that Executive does not resign from employment with Cadence under this Agreement
and Cadence does not terminate Executive’s employment with Cadence due to a material breach by
Executive of Executive’s duties under this Agreement, and in consideration for Executive’s
execution and acceptance of and adherence to this Agreement and Executive’s further execution and
delivery of a Release of Claims in the form of Attachment 1 hereto on a date that is at least six
months after the Transition Commencement Date, Cadence will provide to Executive the following
termination payments and benefits to which Executive would not
otherwise be entitled, in each case,
so long as the revocation period of the Release of Claims (as defined in that document) has expired
prior to the date of payment:



          i. a lump-sum payment of three million dollars ($3,000,000), less applicable tax deductions
and withholdings; payable on the thirtieth (30th) day following the date that is six months after
the Transition Commencement Date (the “Initial Payment Date”); and



4









 




          ii. commencing on the first payroll date coincident with or following the Initial Payment Date
and continuing on each payroll date thereafter until the Transition Termination Date, one million
dollars ($1,000,000), less applicable tax deductions and withholdings, payable in equal pro rata
installments on each such payroll date, provided that the final payment shall be contingent upon
Executive’s further execution and delivery of an effective Release of Claims in the form of
Attachment 2 to this Agreement and the expiration of the revocation period of the Release of Claims
(as defined in that document); provided, further, that the Company shall have no further obligation
to make any monthly installments after the Transition Termination Date should such date occur
pursuant to paragraph 2(a) or 2(b) hereof, and provided, further, if the Transition Termination
Date should occur pursuant to paragraph 2(b) hereof, Executive shall promptly refund to the Company
any and all amounts theretofore paid to Executive pursuant to paragraphs 5(a)(i) and 5(a)(ii)
hereof, with interest on any such amounts of eight percent per annum, compounded monthly.


     b. Notwithstanding anything in this Agreement to the contrary, Section 9.16 of the Employment
Agreement is hereby incorporated by reference in its entirety.


     6. CHANGE IN CONTROL. If this Agreement is executed by Executive in connection with his
termination without Cause (as defined in the Employment Agreement) or Constructive Termination (as
defined in the Employment Agreement) occurring within thirteen (13) months following a Change in
Control (as defined in the Employment Agreement) or if a Change in Control occurs within three
months (3) following his termination without Cause or Constructive Termination, in which case the
Company shall promptly notify Executive of the occurrence of such Change in Control, then:


     a. The amount of vesting acceleration set forth in Section 4.5(a)(3) of the Employment
Agreement shall apply in lieu of the amount of vesting acceleration set forth in paragraph 4(b) of
this Agreement; and


     b. The amount of cash set forth in Sections 4.5(a)(1) and 4.5(a)(2) of the Employment
Agreement shall apply in lieu of the amounts set forth, respectively, in paragraphs 5(a)(i) and 5(a
)(ii) of this Agreement.


For the avoidance of doubt, if this Agreement has already been executed by Executive and Cadence
and within three (3) months following the Transition Commencement Date a Change in Control occurs
(a “Post-Termination Timely Change in Control”), then paragraphs 6(a) and 6(b) of this Agreement
shall take effect immediately upon the effectiveness of the Post-Termination Timely Change in
Control.


     7. GENERAL RELEASE OF CLAIMS.


     a. Executive hereby irrevocably, fully and finally releases Cadence, its parent, subsidiaries,
affiliates, directors, officers, agents and employees (“Releasees”) from all causes of action,
claims, suits, demands or other obligations or liabilities, whether known or unknown, suspected or
unsuspected, that Executive ever had or now has as of the time that Executive signs this Agreement
which relate to his hiring, his employment with the Company, the termination of his employment with
the Company and claims asserted in shareholder derivative actions or


5








 




shareholder class actions against the Company and its officers and Board of Directors, to the
extent those derivative or class actions relate to the period during which Executive served as CEO.
The claims released include, but are not limited to, any claims arising from or related to
Executive’s employment with Cadence, such as claims arising under (as amended) Title VII of the
Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of
1974, the Americans with Disabilities Act, the Equal Pay Act, the Fair Labor Standards Act, the
California Fair Employment and Housing Act, the California Labor Code. the Employee Retirement
Income Security Act of 1974 (except for any vested right Executive has to benefits under an ERISA
plan), the state and federal Worker Adjustment and Retraining Notification Act, and the California
Business and Professions Code; any other local, state. federal, or foreign law governing
employment; and the common law of contract and tort. In no event, however, shall any claims,
causes of action, suits, demands or other obligations or liabilities be released pursuant to the
foregoing if and to the extent they relate to:



               i. any amounts or benefits to which Executive is or becomes entitled pursuant to the
provisions of this Agreement (including, without limitation, paragraphs 1, 4, 5 and 6 hereof) or
pursuant to the provisions designated in Section 9.9 of the Employment Agreement to survive the
termination of Executive’s full-time employment as CEO;


               ii. claims for workers’ compensation benefits under any of the Company’s workers’ compensation
insurance policies or funds;


               iii. claims related to Executive’s COBRA rights;


               iv. any rights that Executive has or may have to be indemnified by the Company pursuant to any
contract, statute or common law principle; and


               v. any other rights or claims that Executive has or may have that cannot, as a matter of law,
be waived.


     b. Executive represents and warrants that he has not filed any claim, charge or complaint
against any of the Releasees.


     c. Executive acknowledges that the payments provided in this Agreement constitute adequate
consideration for the release set forth in this paragraph 7.


     d. Executive intends that this release of claims cover all claims subject to this release,
whether or not known to Executive. Executive further recognizes the risk that, subsequent to the
execution of this Agreement, Executive may incur loss, damage or injury which Executive attributes
to the claims encompassed by this release. Executive expressly assumes this risk by signing this
Agreement and voluntarily and specifically waives any rights conferred by California Civil Code
section 1542 which provides as follows:



A general release does not extend to claims which the creditor does not know or
suspect to exist in his or her favor at the time of executing the release, which if
known by him or her must have materially affected his or her settlement with the
debtor.


6








 





     e. Executive represents and warrants that there has been no assignment or other transfer of
any interest in any claim by Executive that is covered by this release.



     8. REVIEW OF AGREEMENT; REVOCATION OF ACCEPTANCE. Executive has been given at least 21 days
in which to review and consider this Agreement, although Executive is free to accept this Agreement
at any time within that 21-day period. Executive is advised to consult with an attorney about the
Agreement. If Executive accepts this Agreement, Executive will have an additional 7 days from the
date that Executive signs this Agreement to revoke that acceptance, which Executive may effect by
means of a written notice sent to both the General Counsel and the Senior Vice President of Human
Resources of Cadence. If this 7-day period expires without a timely revocation, this Agreement
will become final and effective on the eighth day following the date of Executive’s signature,
which eighth day will be the “Effective Date” of this Agreement.



     9 ARBITRATION. Except as expressly set forth in paragraph 3(g) hereof, all claims, disputes,
questions, or controversies arising out of or relating to this Agreement, including without
limitation the construction or application of any of the terms, provisions, or conditions of this
Agreement, will be resolved exclusively in final and binding arbitration in accordance with the
Arbitration Rules and Procedures, or successor rules then in effect, of .Judicial Arbitration &
Mediation Services, Inc. (“JAMS”). The arbitration will be held in the San Jose, California,
metropolitan area, and will be conducted and administered by JAMS, or in the event JAMS does not
then conduct arbitration proceedings, a similarly reputable arbitration administrator. Executive
and Cadence will select a mutually acceptable, neutral arbitrator from among the JAMS panel of
arbitrators. Except as provided by this Agreement, the Federal Arbitration Act will govern the
administration of the arbitration proceedings. The arbitrator will apply the substantive law (and
the law of remedies, if applicable) of the State of California, or federal law, if California law
is preempted, and the arbitrator is without jurisdiction to apply any different substantive law.
Executive and Cadence will each be allowed to engage in adequate discovery, the scope of which will
be determined by the arbitrator consistent with the nature of the claim( s] in dispute. The
arbitrator will have the authority to entertain a motion to dismiss and/or a motion for summary
judgment by any party and will apply the standards governing such motions under the Federal Rules
of Civil Procedure. The arbitrator will render a written award and supporting opinion that will
set forth the arbitrator’s findings of fact and conclusions of law. Judgment upon the award may be
entered in any court of competent jurisdiction. Cadence will pay the arbitrator’s fees, as well as
all administrative fees, associated with the arbitration. Each party will be responsible for
paying its own attorneys’ fees and costs (including expert witness fees and costs, if any), except
as provided in paragraph 13 hereof.



     10. NO ADMISSION OF LIABILITY. Nothing in this Agreement will constitute or be
construed in any way as an admission of any liability or wrongdoing whatsoever by Cadence or
Executive.



     11. INTEGRATED AGREEMENT. This Agreement, together with the provisions designated in Section
9.9 of the Employment Agreement to survive the termination of Executive’s full-time employment as
CEO, is intended by the parties to be a complete and final expression of their rights and duties
respecting the subject matter of this Agreement. Except as expressly provided herein, nothing in
this Agreement is intended to negate Executive’s



7









 




agreement to abide by Cadence’s policies while serving as a Cadence employee, including but
not limited to Cadence’s Employee Handbook, Sexual Harassment Policy and Code of Business Conduct,
or Executive’s continuing obligations under Executive’s Employee Proprietary Information and
Inventions Agreement, or any other agreement governing the disclosure and/or use of proprietary
information, which Executive signed while working with Cadence or its predecessors; nor to waive
any of Executive’s obligations under state and federal trade secret laws.




     12. FULL SATISFACTION OF COMPENSATION OBLIGATIONS; ADEQUATE CONSIDERATION. Executive agrees
that the payments and benefits provided herein, together with any payments or benefits to which
Executive is or may become entitled pursuant to the provisions of the Employment Agreement that
survive the termination of Executive’s full-time employment as CEO pursuant to Section 9.9 of the
Employment Agreement, are in full satisfaction of all obligations of Cadence to Executive arising
out of or in connection with Executive’s employment through the Transition Termination Date,
including, without limitation, all compensation, salary, bonuses, reimbursement of expenses, and
benefits.



     13. ATTORNEYS’ FEES. In the event of any dispute, controversy, claim, litigation or
arbitration arising out of or concerning Executive’s employment by Cadence or the termination of
Executive’s employment or this Agreement, the prevailing party on the preponderance of the issues
resolved in any such dispute, controversy, claim, litigation or arbitration shall be entitled to
reasonable attorneys’ fees (excluding expert fees and costs).



     14. TAXES AND OTHER WITHHOLDINGS. Notwithstanding any other provision of this Agreement, the
Company may withhold from amounts payable hereunder all federal, state, local and foreign taxes and
other amounts that are required to be withheld by applicable laws or regulations, and the
withholding of any amount shall be treated as payment thereof for purposes of determining whether
Executive has been paid amounts to which he is entitled.



     15. WAIVER. Neither party shall, by mere lapse of time, without giving notice or taking other
action hereunder, be deemed to have waived any breach by the other party of any of the provisions
of this Agreement. Further, the waiver by either party of a particular breach of this Agreement by
the other shall neither be construed as, nor constitute, a continuing waiver of such breach or of
other breaches of the same or any other provision of this Agreement.



     16. MODIFICATION. This Agreement may not be modified unless such modification is embodied in
writing, signed by the party against whom the modification is to be enforced, provided however that
any amendment to this Agreement that constitutes a subsequent deferral of deferred compensation
under Section 409A shall be done in a manner that conforms with the requirements of such statute,
and payment of amounts constituting deferred compensation payable hereunder may be accelerated only
in accordance with Treas. Reg §1.409A-3(j)(4).



     17. ASSIGNMENT AND SUCCESSORS. Cadence shall have the right to assign its rights and
obligations under this Agreement to an entity that, directly or indirectly, acquires all or
substantially all of the assets of Cadence. The rights and obligations of Cadence under this



8









 




Agreement shall inure to the benefit and shall be binding upon the successors and assigns of
Cadence. Executive shall not have any right to assign his obligations under this Agreement and
shall only be entitled to assign his rights under this Agreement upon his death, solely to the
extent permitted by this Agreement, or as otherwise agreed to by Cadence.


     18. SEVERABILITY.
In the event that any part of this Agreement is found to be void or
unenforceable, all other provisions of the Agreement will remain in full force and effect.


     19. GOVERNING LAW. This Agreement will be governed and enforced in accordance with the laws
of the State of California, without regard to its conflict of laws principles


EXECUTION OF AGREEMENT



     The parties execute this Agreement to evidence their acceptance of it.


	 	 	 	 	 
	 	 	 
	Dated: October 14, 2008 	
/s/ Michael J. Fister
 	 
	 	Michael J. Fister 	 



	 	 	 	 	 
	Dated: October 14, 2008 	CADENCE DESIGN SYSTEMS, INC.


 	 
	 	By:  	/s/ James J. Cowie
 	 
	 	 	James J. Cowie 	 
	 	 	Sr. Vice President & General Counsel 	 



9








 






	 	 	 	 	 



ATTACHMENT 1




RELEASE OF CLAIMS




          1. For valuable consideration, I irrevocably, fully and finally release Cadence, its parent,
subsidiaries, affiliates, directors, officers, agents and employees (“Releasees”) from all causes
of action, claims, suits, demands or other obligations or liabilities, whether known or unknown,
suspected or unsuspected, that I ever had or now have as of the time that I sign this Agreement
which relate to my hiring, my employment with the Company, the termination of my employment with
the Company and claims asserted in shareholder derivative actions or shareholder class actions
against the Company and its officers and Board of Directors, to the extent those derivative or
class actions relate to the period during my employment with the Company. The claims released
include, but are not limited to, any claims arising from or related to Executive’s employment with
Cadence, such as claims arising under (as amended) Title VII of the Civil Rights Act of 1964, the
Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1974, the Americans with
Disabilities Act, the Equal Pay Act, the Fair Labor Standards Act, the California Fair Employment
and Housing Act, the California Labor Code, the Employee Retirement Income Security Act of 1974
(except for any vested right Executive has to benefits under an ERISA plan), the state and federal
Worker Adjustment and Retraining Notification Act, and the California Business and Professions
Code; any other local, state, federal, or foreign law governing employment; and the common law of
contract and tort. This Release is not intended to, and does not, encompass any right to
compensation or benefits that I have under my Executive Transition and Release Agreement with
Cadence. In no event, however, shall any claims, causes of action, suits, demands or other
obligations or liabilities be released pursuant to the foregoing if and to the extent they relate
to:





               i. any amounts or benefits to which I am or become entitled to pursuant to the provisions of
this Agreement or pursuant to the provisions designated in Section 9.9 of the Employment Agreement
to survive the termination of my full-time employment;



               ii. claims for workers’ compensation benefits under any of the Company’s workers’ compensation
insurance policies or funds;



               iii. claims related to my COBRA rights;



               iv. any rights that I have or may have to be indemnified by Cadence pursuant to any
contract, statute, or common law principle; and



               v. any other rights or claims that I have or may have that cannot, as a matter of law, be
waived.



          2. I intend that this Release cover all claims, whether or not known to me. I further
recognize the risk that, subsequent to the execution of this Agreement, I may incur loss, damage or
injury which I attribute to the claims encompassed by this Release. I expressly assume this risk
by signing this Release and voluntarily and specifically waive any rights conferred by California
Civil Code section 1542 which provides as follows:




10









 









A general release does not extend to claims which the creditor does not know or
suspect to exist in his or her favor at the time of executing the release, which if
known by him or her must have materially affected his or her settlement with the
debtor



          3. I represent and warrant that there has been no assignment or other transfer of any interest
in any claim by me that is covered by this Release.




          4. I acknowledge that Cadence has given me 21 days in which to consider this Release and
advised me to consult an attorney about it. I further acknowledge that once I execute this
Release, I will have an additional 7 days in which to revoke my acceptance of this Release by means
of a written notice of revocation given to the General Counsel and the executive overseeing Human
Resources. This Release will not be final and effective until the expiration of this revocation
period.




	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 

Print Name
	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Sign Name	 	 






11









 






ATTACHMENT 2




RELEASE OF CLAIMS




          1. For valuable consideration, I irrevocably, fully and finally release Cadence, its parent,
subsidiaries, affiliates, directors, officers, agents and employees (“Releasees-) from all causes
of action, claims, suits, demands or other obligations or liabilities, whether known or unknown,
suspected or unsuspected, that I ever had or now have as of the time that I sign this Agreement
which relate to my hiring, my employment with the Company, the termination of my employment with
the Company and claims asserted in shareholder derivative actions or shareholder class actions
against the Company and its officers and Board of Directors, to the extent those derivative or
class actions relate to the period during my employment with the Company The claims released
include, but are not limited to, any claims arising from or related to Executive’s employment with
Cadence, such as claims arising under (as amended) Title VII of the Civil Rights Act of 1964, the
Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1974, the Americans with
Disabilities Act, the Equal Pay Act, the Fair Labor Standards Act, the California Fair Employment
and Housing Act, the California Labor Code, the Employee Retirement Income Security Act of 1974
(except for any vested right Executive has to benefits under an ERISA plan), the state and federal
Worker Adjustment and Retraining Notification Act, and the California Business and Professions
Code; any other local, state, federal, or foreign law governing employment; and the common law of
contract and tort. This Release is not intended to, and does not, encompass any right to
compensation or benefits that I have under my Executive Transition and Release Agreement with
Cadence. In no event, however, shall any claims, causes of action, suits, demands or other
obligations or liabilities be released pursuant to the foregoing if and to the extent they relate
to:




               i. any amounts or benefits to which I am or become entitled to pursuant to the provisions of
this Agreement or pursuant to the provisions designated in Section 9.9 of the Employment Agreement
to survive the termination of my full-time employment;



               ii. claims for workers’ compensation benefits under any of the Company’s coworkers’
compensation insurance policies or funds;



               iii. claims related to my COBRA rights;



               iv. any rights that I have or may have to be indemnified by Cadence pursuant to any contract,
statute, or common law principle; and



               v. any other rights or claims that I have or may have that cannot, as a matter of law be
waived.



          2. I intend that this Release cover all claims, whether or not known to me. I further
recognize the risk that, subsequent to the execution of this Agreement, I may incur
loss, damage or injury which I attribute to the claims encompassed by this Release. I
expressly assume this risk by signing this Release and voluntarily and specifically waive any
rights conferred by California Civil Code section 1542 which provides as follows:




12









 









A general release does not extend to claims which the creditor does not know or
suspect to exist in his or her favor at the time of executing the release, which if
known by him or her must have materially affected his or her settlement with the
debtor.



     3. I represent and warrant that there has been no assignment or other transfer of any interest
in any claim by me that is covered by this Release.



     4. I acknowledge that Cadence has given me 21 days in which to consider this Release and
advised me to consult an attorney about it. I further acknowledge that once I execute this
Release, I will have an additional 7 days in which to revoke my acceptance of this Release by means
of a written notice of revocation given to the General Counsel and the executive overseeing Human
Resources. This Release will not be final and effective until the expiration of this revocation
period.



	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 

Print Name
	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Sign Name	 	 







13