exv10w14






Exhibit 10.14




EXECUTIVE TRANSITION AND RELEASE AGREEMENT




     This Executive Transition and Release Agreement (this “Agreement”) is entered into between
James S. Miller, Jr. (“Executive”) and Cadence Design Systems, Inc. (“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 Executive Vice President, Products and Technologies
Organization and will be relieved of all of Executive’s authority and responsibilities in that
position. Executive will be paid (a) any earned but unpaid base salary for his services as an
officer of the Company 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 February 15, 2007 (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 no 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 under this Agreement terminates (the “Termination Date”) is
called the “Transition Period” in this Agreement. Executive’s 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 Executive’s duties or obligations under 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; and




          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 the
Chief Executive Officer on an as-needed basis at mutually-convenient times. Executive’s time
rendering those services shall not exceed twenty (20) hours per month. 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 in Section 409A of the Code
as of the Transition Commencement Date.




          b. As a Cadence Executive Vice President, 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, during the Transition Period, Executive receives an offer
of employment or consulting from any person or entity that engages in whole or in part in a Cadence
Business, then Executive must first obtain written approval from Cadence’s CEO 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
Cadence), except that Executive may solicit or accept business, in a line of business engaged in




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by Cadence or a Cadence affiliate, from a former or present client, if and only if Executive
had previously provided consulting services in such line of business, to such client, prior to
ever being employed by Cadence, but in no event may Executive violate paragraph 3(b) hereof. The
restrictions contained in subparagraph (i) of this paragraph 3(c) shall also be in effect for a
period of one year following the 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 September 3, 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 Company’s 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 10 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 of Executive’s execution of the
release of claims 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 in his possession or control, which
contain or relate to confidential, proprietary or sensitive information obtained by Executive in
conjunction with his employment with the Company, as well as all other Company-owned property,
except to the extent retained pursuant to Section 7 of the Employment Agreement:



          a. 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 twelve (12)
months following the Transition Commencement Date had Executive continued to serve as an executive
of the Company pursuant to his Employment Agreement, 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




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Transition Period, notwithstanding any provision in any equity compensation award to the
contrary, except as otherwise provided by paragraph 7 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 though the end of the applicable performance period provided any such performance
period ends within twelve (12) months following the Transition Commencement Date, 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 twelve (12) months following the Transition Commencement Date, 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 7 hereof. Any acceleration pursuant to this paragraph 4(a) will
have no effect on any other provisions of the stock awards;


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


          c. 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
Executive’s COBRA premiums during the Transition Period.


Except as so provided or as otherwise set forth in paragraphs 5 and 7 hereof; Executive will
receive no other compensation or benefits from Cadence in consideration of Executive’s services
during the Transition Period.



     5. FIRST TERMINATION PAYMENT AND BENEFITS. Provided that Executive does not resign from
employment with Cadence under this Agreement and Cadence does not terminate Executive’s employment
with Cadence pursuant to paragraph 2(b) due to a material breach by Executive of Executive’s duties
under this Agreement, and in consideration for, and subject to, 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 I hereto on a date that is at least six months after
the Transition Commencement Date, and as compensation for Executive’s services during the
Transition Period, Cadence will provide to Executive the following termination payment, 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:


          a. a lump-sum payment of four hundred thousand dollars ($400,000), less applicable tax
deductions and withholdings, payable on the thirtieth (30th) day following the date that is six
months after the Transition Commencement Date; and


          b. for a period of six months, a monthly salary of $4,000 less applicable tax withholdings and
deductions, payable in accordance with Cadence’s regular payroll schedule,


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commencing on the first pay date that is more than thirty (30) days following the date that is
six months aver the Transition Commencement Date.




     6. SECOND TERMINATION PAYMENT 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 pursuant to paragraph 2(b) due
to a material breach by Executive of Executive’s duties under this Agreement, on the thirtieth
(30th) day following the Termination Date, and in consideration for, and subject to, Executive’s
execution and acceptance of and adherence to this Agreement and Executive’s further execution of a
Release of Claims in the form of Attachment 2 to this Agreement, Cadence will provide to Executive
the following termination payment, to which Executive would not otherwise be entitled, 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 four hundred thousand dollars ($400,000), less applicable tax
deductions and withholdings.



          b. If the Company should terminate Executive’s employment with the Company due to a breach by
Executive of Executive’s duties or obligations under this Agreement. Executive shall promptly
refund to the Company any and all amounts theretofore paid to Executive pursuant to paragraph 5(a),
with interest on any such amount of eight percent per annum, compounded monthly.




          c. Notwithstanding anything in this Agreement to the contrary, to the extent that the Company
in good faith determines that any payment resulting from Executive’s termination of employment
provided for in this Agreement constitutes a “deferral of compensation” and that Executive is a
“specified employee”, both within the meaning of Section 409A of the Code, no such amounts shall be
payable to Executive pursuant to the Agreement prior to the earlier of (1) Executive’s death
following the Transition Commencement Date or (2) the date that is six months following the date of
Executive’s “separation from service” with the Company (within the meaning of Section 409A of the
Code).




     7. 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 (3)
months 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. Section 4.5(a)(3) of the Employment Agreement shall apply in lieu of paragraph 4(a) of this
Agreement; and




          b. Sections 4.5(a)(1) and 4.5(a)(2)of the Employment Agreement shall apply in addition to
paragraphs 5(a) and 6(a) of this Agreement.




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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 7(a) and 7(b) of this Agreement
shall take effect immediately upon the effectiveness of the Post-Termination Timely Change in
Control.




     8. 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 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 was employed by 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. In no event, however, shall any claims, causes of action, suits,
demands or other obligations or liabilities he 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 or pursuant to the provisions designated in Section 9.9 of the
Employment Agreement to survive the termination of Executive’s 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 Executive’s COBRA rights;



               iv. any rights that Executive has 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 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 based upon any of the matters released above.




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          c. Executive acknowledges that the payments provided in this Agreement constitute adequate
consideration for the release set forth in this paragraph 8.


          d. Executive intends that this release of claims cover all claims described above, 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.


          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.


     9. 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
anytime 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 the CEO. 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 he the “Effective Date” of this Agreement.


     10. ARBITRATION.
Subject to paragraph 3(f) 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


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upon the award may he 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). However, in the event a party prevails at arbitration on a statutory claim that
entitles the prevailing party to reasonable attorneys’ fees as part of the costs, then the
arbitrator may award those fees to the prevailing party in accordance with that statute.



     11. 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.



     12. INTEGRATED AGREEMENT. This Agreement 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
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.



     13. FULL SATISFACTION OF COMPENSATION OBLIGATIONS; ADEQUATE CONSIDERATION. Executive agrees
that the payments and benefits provided herein satisfy in full all obligations of Cadence to
Executive arising out of or in connection with Executive’s employment through the Termination Date,
including, without limitation, all compensation, salary, bonuses, reimbursement of expenses, and
benefits.



     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. Notwithstanding
anything herein or in the Employment Agreement to the contrary, the Company may, in its sole
discretion, amend this Agreement (which amendment shall be effective upon its adoption or at such
other time designated by the Company) at any time prior to a Change in Control as may be necessary
to avoid the imposition of the additional tax under



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Section 409A(a)( 1)(B) of the Code; provided, however, that any such amendment shall not
materially reduce the benefits provided to Executive pursuant to this Agreement without the
Executive’s consent.


     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
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 15, 2008	 	 	 	Dated: October 14, 2008	 	 
	 
	 	 	 	 	 	 	 	 
	JAMES S. MILLER, JR.	 	 	 	CADENCE DESIGN SYSTEMS, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ James S. Miller, Jr.
	 	 	 	By:
	 	/s/ James J. Cowie
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	James J. Cowie	 	 
	 	 	 	 	 	 	Sr. Vice President & General Counsel	 	 




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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 or 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 my 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 and Security Act of 1974 (except for any
vested right I have 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 which I am or become entitled to receive pursuant to the provisions
of my Executive Transition and Release Agreement with Cadence or pursuant to the provisions
designated in Section 9.9 of my Employment Agreement with Cadence 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 described above, whether or not known to me, I
further recognize the risk that, subsequent to the execution of this Release, 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:



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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
	 	 






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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 or 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 my 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 and Security Act of 1974 (except for any
vested right I have 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 which I am or become entitled to receive pursuant to t he
provisions of my Executive Transition and Release Agreement with Cadence or pursuant to the
provisions designated in Section 9.9 of my Employment Agreement with Cadence to survive the
termination of my full-time employment;



               ii. claims for workers’ compensation benefits under any of the Company, 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 described above, whether or not known to me. I
further recognize the risk that, subsequent to the execution of this Release, 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:



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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
	 	 







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