Registrant's 2001 Employee Stock Purchase Plan



 Exhibit 10.1 
 MAGMA DESIGN AUTOMATION, INC. 
 2001 EMPLOYEE STOCK PURCHASE PLAN 
 (Adopted by the Board on May 4, 2001) 
 (Amended by the Board on January 26, 2004) 
 (Amended by the Board on March 24, 2006) 
 (Amended by the Board on September 20, 2006) 







 Table of Contents 
  


							
	 	 	 	 	 	  	Page
	SECTION 1	 	Purpose Of The Plan.	  	1
	SECTION 2	 	Definitions.	  	1
		 	(a)	 	“Accumulation Period”	  	1
		 	(b)	 	“Affiliate”	  	1
		 	(c)	 	“Board”	  	1
		 	(d)	 	“Code”	  	1
		 	(e)	 	“Code Section 423(b) Plan”	  	1
		 	(f)	 	“Committee”	  	1
		 	(g)	 	“Company”	  	1
		 	(h)	 	“Compensation”	  	2
		 	(i)	 	“Corporate Reorganization”	  	2
		 	(j)	 	“Eligible Employee”	  	2
		 	(k)	 	“Exchange Act”	  	2
		 	(l)	 	“Fair Market Value”	  	2
		 	(m)	 	“IPO”	  	3
		 	(n)	 	“Non-423(b) Plan”	  	3
		 	(o)	 	“Offering Period”	  	3
		 	(p)	 	“Participant”	  	3
		 	(q)	 	“Participating Company”	  	3
		 	(r)	 	“Plan”	  	3
		 	(s)	 	“Plan Account”	  	3
		 	(t)	 	“Purchase Price”	  	3
		 	(u)	 	“Stock”	  	3
		 	(v)	 	“Subsidiary”	  	3
	SECTION 3	 	Administration Of The Plan.	  	3
		 	(a)	 	Committee Composition.	  	3
		 	(b)	 	Committee Responsibilities.	  	4
	SECTION 4	 	Enrollment And Participation.	  	4
		 	(a)	 	Offering Periods.	  	4
		 	(b)	 	Accumulation Periods.	  	4
		 	(c)	 	Enrollment.	  	4
		 	(d)	 	Duration of Participation.	  	4
		 	(e)	 	Applicable Offering Period.	  	5
	SECTION 5	 	Employee Contributions.	  	5
		 	(a)	 	Frequency of Payroll Deductions.	  	5
		 	(b)	 	Amount of Payroll Deductions.	  	5
		 	(c)	 	Changing Withholding Rate.	  	5
		 	(d)	 	Discontinuing Payroll Deductions.	  	6
		 	(e)	 	Limit on Number of Elections.	  	6
	SECTION 6	 	Withdrawal From The Plan.	  	6
		 	(a)	 	Withdrawal.	  	6
		 	(b)	 	Re-enrollment After Withdrawal.	  	6
	SECTION 7	 	Change In Employment Status.	  	6

  

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	 	 	(a)	 	Termination of Employment.	  	6
		 	(b)	 	Leave of Absence.	  	6
		 	(c)	 	Death.	  	7
	SECTION 8	 	Plan Accounts And Purchase Of Shares.	  	7
		 	(a)	 	Plan Accounts.	  	7
		 	(b)	 	Purchase Price.	  	7
		 	(c)	 	Number of Shares Purchased.	  	7
		 	(d)	 	Available Shares Insufficient.	  	8
		 	(e)	 	Issuance of Stock.	  	8
		 	(f)	 	Unused Cash Balances.	  	8
		 	(g)	 	Stockholder Approval.	  	8
	SECTION 9	 	Limitations On Stock Ownership.	  	8
		 	(a)	 	Five Percent Limit.	  	8
		 	(b)	 	Dollar Limit.	  	9
	SECTION 10	 		 	Rights Not Transferable.	  	9
	SECTION 11	 		 	No Rights As An Employee.	  	9
	SECTION 12	 		 	No Rights As A Stockholder.	  	9
	SECTION 13	 		 	Securities Law Requirements.	  	10
	SECTION 14	 		 	Stock Offered Under The Plan.	  	10
		 	(a)	 	Authorized Shares.	  	10
		 	(b)	 	Antidilution Adjustments.	  	10
		 	(c)	 	Reorganizations.	  	10
	SECTION 15	 		 	Rules for Foreign Jurisdictions.	  	10
	SECTION 16	 		 	Amendment Or Discontinuance.	  	11
	SECTION 17	 		 	Execution.	  	11

  

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 MAGMA DESIGN AUTOMATION, INC. 
 2001 EMPLOYEE STOCK PURCHASE PLAN 
 SECTION 1 Purpose Of The Plan.

 The Plan was adopted by the Board on May 4, 2001, effective as of the date of the IPO. The purpose of the Plan is to provide Eligible
Employees with an opportunity to increase their proprietary interest in the success of the Company by purchasing Stock from the Company on favorable terms and to pay for such purchases through payroll deductions. 
 The Plan is intended to qualify under section 423 of the Code, although the Company makes no undertaking nor representation to maintain such
qualification. In addition, this Plan document authorizes the grant of rights to purchase Stock under a Non-423(b) Plan which do not qualify under Section 423(b) of the Code, pursuant to rules, procedures or sub-plans adopted by the Committee
designed to achieve tax, securities law or other Company objectives in particular locations outside the United States. 
 SECTION 2
Definitions. 
 (a) “Accumulation Period” means a three-month period during which contributions may be made toward the
purchase of Stock under the Plan, as determined pursuant to Section 4(b). 
 (b) “Affiliate” shall mean any Subsidiary or
other entity in which the Company has an equity interest. 
 (c) “Board” means the Board of Directors of the Company, as
constituted from time to time. 
 (d) “Code” means the Internal Revenue Code of 1986, as amended. 
 (e) “Code Section 423(b) Plan” means an employee stock purchase plan which is designed to meet the requirements set forth in
Section 423(b) of the Code, as amended. The provisions of the Code Section 423(b) Plan shall be construed, administered and enforced in accordance with Section 423(b). 
 (f) “Committee” means a committee of the Board, as described in Section 3. 
 (g) “Company” means Magma Design Automation, Inc., a Delaware Corporation. 







 (h) “Compensation” means (i) the compensation paid in cash to a Participant by a
Participating Company, including salaries, wages, incentive compensation, bonuses, overtime pay and shift premiums, plus (ii) any pre-tax contributions made by the Participant under section 401(k) or 125 of the Code. “Compensation”
shall exclude all non-cash items, commissions, moving or relocation allowances, cost-of-living equalization payments, car allowances, tuition reimbursements, imputed income attributable to cars or life insurance, severance pay, fringe benefits,
contributions or benefits received under employee benefit plans, income attributable to the exercise of stock options, and similar items. The Committee shall determine whether a particular item is included in Compensation. 
 (i) “Corporate Reorganization” means: 
 The consummation of a merger or consolidation of the Company with or into another entity, or any other corporate reorganization; 
 or the sale, transfer or other disposition of all or substantially all of the Company’s assets or the complete liquidation or dissolution of the Company. 
 (j) “Eligible Employee” means any employee of a Participating Company whose customary employment is for more than five months per calendar year and for more than 20 hours per week. 
 The foregoing notwithstanding, an individual shall not be considered an Eligible Employee if his or her participation in the Plan is prohibited by the
law of any country which has jurisdiction over him or her or if he or she is subject to a collective bargaining agreement that does not provide for participation in the Plan. 
 (k) “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 (l) “Fair Market Value” means the market price of Stock, determined by the Committee as follows: 
 If Stock was traded on The Nasdaq National Market on the date in question, then the Fair Market Value shall be equal to the last-transaction price quoted
for such date by The Nasdaq National Market; 
 If Stock was traded on a stock exchange on the date in question, then the Fair Market Value
shall be equal to the closing price reported by the applicable composite transactions report for such date; or (iii) If none of the foregoing provisions is applicable, then the Fair Market Value shall be determined by the Committee in good
faith on such basis as it deems appropriate. 
 Whenever possible, the determination of Fair Market Value by the Committee shall be based on
the prices reported in the Wall Street Journal or as reported directly to the Company by Nasdaq or a stock exchange. Such determination shall be conclusive and binding on all persons. 
  

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 (m) “IPO” means the initial offering of Stock to the public pursuant to a registration
statement filed by the Company with the Securities and Exchange Commission. 
 (n) “Non-423(b) Plan” means an employee stock
purchase plan which does not meet the requirements set forth in Section 423(b) of the Code, as amended. 
 (o) “Offering
Period” means a 24-month period with respect to which the right to purchase Stock may be granted under the Plan, as determined pursuant to Section 4(a). 
 (p) “Participant” means an Eligible Employee who elects to participate in the Plan, as provided in Section 4(c). 
 (q) “Participating Company” means (i) the Company and (ii) each present or future Affiliate or Subsidiary designated by the Committee as a Participating Company. The Committee may determine that
employees of any Affiliate or Subsidiary shall participate in the Non-423(b) Plan. 
 (r) “Plan” means this Magma Design
Automation, Inc. 2001 Employee Stock Purchase Plan, as it may be amended from time to time, which includes a Code Section 423(b) Plan and a Non-Code Section 423(b) Plan. 
 (s) “Plan Account” means the account established for each Participant pursuant to Section 8(a). 
 (t) “Purchase Price” means the price at which Participants may purchase Stock under the Plan, as determined pursuant to Section 8(b).

 (u) “Stock” means the Common Stock of the Company. 
 (v) “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 
 SECTION 3 Administration Of The Plan. 
 (a)
Committee Composition. 
 The Plan shall be administered by the Committee. The Committee shall consist exclusively of one or more directors of
the Company, who shall be appointed by the Board. 
  

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 (b) Committee Responsibilities. 
 The Committee shall interpret the Plan and make all other policy decisions relating to the operation of the Plan. The Committee may adopt such rules,
guidelines and forms, including sub-plans applicable to specific Affiliates or locations, as it deems appropriate to implement the Plan. The Committee’s determinations under the Plan shall be final and binding on all persons. 
 SECTION 4 Enrollment And Participation. 
 (a)
Offering Periods. 
 While the Plan is in effect, four Offering Periods shall commence in each calendar year. The Offering Periods shall
consist of the 24-month periods commencing on each February 1, May 1, August 1 and November 1, except that the first Offering Period shall commence on the date of the IPO and end on October 31, 2003. 
 (b) Accumulation Periods. 
 While the Plan is
in effect, four Accumulation Periods shall commence in each calendar year. The Accumulation Periods shall consist of the three-month periods commencing on February 1, May 1, August 1 and November 1, except that the
first Accumulation Period shall commence on the date of the IPO and end on January 31, 2002. 
 (c) Enrollment. 
 Any individual who, on the day preceding the first day of an Offering Period (other than the initial Offering Period), qualifies as an Eligible Employee
may elect to become a Participant in the Plan for such Offering Period by executing the enrollment form prescribed for this purpose by the Committee. The enrollment form shall be filed with the Company at the prescribed location not later than 15
days prior to the commencement of such Offering Period. All Eligible Employees shall be automatically enrolled in the initial Offering Period under the Plan. 
 (d) Duration of Participation. 
 Once enrolled in the Plan, a Participant shall continue to participate in
the Plan until he or she ceases to be an Eligible Employee, withdraws from the Plan under Section 6(a) or reaches the end of the Offering Period in which his or her employee contributions were discontinued under Section 5(d) or 9(b). A
Participant who discontinued employee contributions under Section 5(d) or 9(b) or withdrew from the Plan under Section 6(a) may again become a Participant, if he or she then is an Eligible Employee, by following the procedure described in
Subsection (c) above. A Participant whose employee contributions were discontinued automatically under Section 9(b) shall automatically resume participation at the beginning of the earliest Offering Period ending in the next calendar year,
if he or she then is an Eligible Employee. 
  

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 (e) Applicable Offering Period. 
 For purposes of calculating the purchase price under Section 8(b), the applicable Offering 
 Period shall be determined as follows: 
 (i) Once a Participant is enrolled in the Plan for an Offering Period, such Offering Period shall continue to apply to him or her until the earliest of: (A) the end of such Offering Period; (B) the end of
his or her participation under Subsection (d) above; or (C) re-enrollment in a subsequent Offering Period under Paragraph (ii) below. 
 (ii) In the event that the Fair Market Value of Stock on the last trading day before the commencement of the Offering Period in which the Participant is enrolled is higher than on the last trading day before the
commencement of any subsequent Offering Period, the Participant shall automatically be re-enrolled for such subsequent Offering Period. 
 (iii) When a Participant reaches the end of an Offering Period but his or her participation is to continue, then such Participant shall automatically be re-enrolled for the Offering Period that commences immediately after the end of the
prior Offering Period. 
 SECTION 5 Employee Contributions. 
 (a) Frequency of Payroll Deductions. 
 A Participant may purchase shares of Stock under the Plan solely by
means of payroll deductions; provided, however, that in the initial Accumulation Period, Participants may also purchase shares of Stock by making a lump sum cash payment at the end of the Accumulation Period. Payroll deductions, as designated by the
Participant pursuant to Subsection (b) below, shall occur on each payday during participation in the Plan. 
 (b) Amount of Payroll
Deductions. 
 An Eligible Employee shall designate on the enrollment form the portion of his or her Compensation that he or she elects to
have withheld for the purchase of Stock. Such portion shall be a whole percentage of the Eligible Employee’s Compensation, but not less than 1% nor more than 15%. During the initial Accumulation Period, no payroll deduction will be made unless
a Participant timely files the proper form with the Company after a registration statement covering the Stock is filed and effective under the Securities Act of 1933, as amended. 
 (c) Changing Withholding Rate. 
 If a
Participant wishes to change the rate of payroll withholding, he or she may do so by filing a new enrollment form with the Company at the prescribed location at any time. If filed on or after April 3, 2006, the new withholding rate shall be
effective as soon as reasonably practicable after such form has been received by the Company, but in no event earlier than the start of the next Accumulation Period thereafter. If filed prior to April 3, 2006, the new withholding rate shall be
effective as soon as reasonably practicable after such form has been received by the Company. The new withholding rate shall be a whole percentage of the Eligible Employee’s Compensation, but not less than 1% nor more than 15%. 
  

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 (d) Discontinuing Payroll Deductions. 
 If a Participant wishes to discontinue employee contributions entirely, he or she may do so by filing a new enrollment form with the Company at the
prescribed location at any time. Payroll withholding shall cease as soon as reasonably practicable after such form has been received by the Company. Discontinuation of employee contributions will be treated as a withdrawal from the Plan
pursuant to Section 6(a) effective immediately after the next purchase of shares of Stock. In addition, employee contributions may be discontinued automatically pursuant to Section 9(b). A Participant who has discontinued employee
contributions, and thereby withdrawn from the Plan, may re-enroll in the Plan under Section 4(c). Payroll withholding shall resume as soon as reasonably practicable after such form has been received by the Company. 
 (e) Limit on Number of Elections. 
 No
Participant shall make more than 1 election under Subsection (c) or (d) above during any Accumulation Period. 
 SECTION 6 Withdrawal
From The Plan. 
 (a) Withdrawal. 
 A Participant may elect to withdraw from the Plan by filing the prescribed form with the Company at the prescribed location at any time before the last day of an Accumulation Period; provided, however, that in the initial Accumulation
Period, Participants may be deemed to withdraw from the Plan by declining or failing to remit timely payment to the Company for the shares of Stock. As soon as reasonably practicable thereafter, payroll deductions shall cease and the entire amount
credited to the Participant’s Plan Account shall be refunded to him or her in cash, without interest. No partial withdrawals shall be permitted. 
 (b) Re-enrollment After Withdrawal. 
 A former Participant who has withdrawn from the Plan shall not be a
Participant until he or she re-enrolls in the Plan under Section 4(c). Re-enrollment may be effective only at the commencement of an Offering Period. 
 SECTION 7 Change In Employment Status. 
 (a) Termination of Employment. 
 Termination of employment as an Eligible Employee for any reason, including death, shall be treated as an automatic withdrawal from the Plan under
Section 6(a). A transfer from one Participating Company to another shall not be treated as a termination of employment. 
 (b) Leave of
Absence. 
 For purposes of the Plan, employment shall not be deemed to terminate when the Participant goes on a military leave, a sick leave
or another bona fide leave of absence, if the leave was approved by the Company in writing. Employment, however, shall be deemed to terminate 90 days after the Participant goes on a leave, unless a contract or statute guarantees his or her right to
return to work. Employment shall be deemed to terminate in any event when the approved leave ends, unless the Participant immediately returns to work. 
  

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 (c) Death. 
 In the event of the Participant’s death, the amount credited to his or her Plan Account shall be paid to a beneficiary designated by him or her for this purpose on the prescribed form or, if none, to the
Participant’s estate. Such form shall be valid only if it was filed with the Company at the prescribed location before the Participant’s death. 
 SECTION 8 Plan Accounts And Purchase Of Shares. 
 (a) Plan Accounts. 
 The Company shall maintain a Plan Account on its books in the name of each Participant. Whenever an amount is deducted from the Participant’s
Compensation under the Plan, such amount shall be credited to the Participant’s Plan Account. Amounts credited to Plan Accounts shall not be trust funds and may be commingled with the Company’s general assets and applied to general
corporate purposes. No interest shall be credited to Plan Accounts. 
 (b) Purchase Price. 
 The Purchase Price for each share of Stock purchased at the close of an Accumulation Period shall be the lower of: 
 (i) 85% of the Fair Market Value of such share on the last trading day in such Accumulation Period; or 
 (ii) 85% of the Fair Market Value of such share on the last trading day before the commencement of the applicable Offering Period (as determined under
Section 4(e)) or, in the case of the first Offering Period under the Plan, 85% of the price at which one share of Stock is offered to the public in the IPO. 
 (c) Number of Shares Purchased. 
 As of the last day of each Accumulation Period, each Participant shall be
deemed to have elected to purchase the number of shares of Stock calculated in accordance with this Subsection (c), unless the Participant has previously elected to withdraw from the Plan in accordance with Section 6(a). The amount then in
the Participant’s Plan Account shall be divided by the Purchase Price, and the number of shares that results shall be purchased from the Company with the funds in the Participant’s Plan Account. The foregoing notwithstanding, no
Participant shall purchase more than 4,000 shares of Stock with respect to any Accumulation Period nor more than the amounts of Stock set forth in Sections 9(b) and 14(a). Any fractional share, as calculated under this Subsection (c), shall be
rounded down to the next lower whole share. 
  

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 (d) Available Shares Insufficient. 
 In the event that the aggregate number of shares that all Participants elect to purchase during an Accumulation Period exceeds the maximum number of
shares remaining available for issuance under Section 14(a), then the number of shares to which each Participant is entitled shall be determined by multiplying the number of shares available for issuance by a fraction, the numerator of which is
the number of shares that such Participant has elected to purchase and the denominator of which is the number of shares that all Participants have elected to purchase. 
 (e) Issuance of Stock. 
 Certificates representing the shares of Stock purchased by a Participant under the
Plan shall be issued to him or her as soon as reasonably practicable after the close of the applicable Accumulation Period, except that the Committee may determine that such shares shall be held for each Participant’s benefit by a broker
designated by the Committee (unless the Participant has elected that certificates be issued to him or her). Shares may be registered in the name of the Participant or jointly in the name of the Participant and his or her spouse as joint tenants with
right of survivorship or as community property. 
 (f) Unused Cash Balances. 
 An amount remaining in the Participant’s Plan Account that represents the Purchase Price for any fractional share shall be carried over in the
Participant’s Plan Account to the next Accumulation Period. Any amount remaining in the Participant’s Plan Account that represents the Purchase Price for whole shares that could not be purchased by reason of Subsection (c) above,
Section 9(b) or Section 14(a) shall be refunded to the Participant in cash, without interest. 
 (g) Stockholder Approval.

 Any other provision of the Plan notwithstanding, no shares of Stock shall be purchased under the Plan unless and until the Company’s
stockholders have approved the adoption of the Plan. 
 SECTION 9 Limitations On Stock Ownership. 
 (a) Five Percent Limit. 
 Any other provision
of the Plan notwithstanding, no Participant shall be granted a right to purchase Stock under the Plan if such Participant, immediately after his or her election to purchase such Stock, would own stock possessing more than 5% of the total combined
voting power or value of all classes of stock of the Company or any parent or Subsidiary of the Company. For purposes of this Subsection (a), the following rules shall apply: 
 (i) Ownership of stock shall be determined after applying the attribution rules of section 424(d) of the Code; 
 (ii) Each Participant shall be deemed to own any stock that he or she has a right or option to purchase under this or any other plan; and 
  

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 (iii) Each Participant shall be deemed to have the right to purchase up to 4,000 shares of Stock under
this Plan with respect to each Accumulation Period. 
 (b) Dollar Limit. 
 Any other provision of the Plan notwithstanding: 
 (i) For any Offering Period commencing after December 31, 2003, no Participant shall accrue the right to purchase Stock in an Offering Period at a rate greater than is then permitted under section 423(b)(8) of the Code (or any
successor provision thereto); and 
 (ii) For any Offering Period commencing prior to January 1, 2004, no Participant shall purchase
Stock with a Fair Market Value in excess of $25,000 per calendar year (under this Plan and all other employee stock purchase plans of the Company or any parent or Subsidiary of the Company). 
 For purposes of this Subsection (b), the Fair Market Value of Stock shall be determined in each case as of the beginning of the Offering Period in
which such Stock is purchased. Employee stock purchase plans not intended to come within the scope of section 423 of the Code shall be disregarded for purposes of this calculation. If a Participant is precluded by this Subsection (b) from
purchasing additional Stock under the Plan, then his or her employee contributions shall automatically be discontinued and shall resume at the beginning of the earliest Accumulation Period ending in the next calendar year (if he or she then is an
Eligible Employee). 
 SECTION 10 Rights Not Transferable. 
 The rights of any Participant under the Plan, or any Participant’s interest in any Stock or moneys to which he or she may be entitled under the Plan, shall not be transferable by voluntary or involuntary
assignment or by operation of law, or in any other manner other than by beneficiary designation or the laws of descent and distribution. If a Participant in any manner attempts to transfer, assign or otherwise encumber his or her rights or interest
under the Plan, other than by beneficiary designation or the laws of descent and distribution, then such act shall be treated as an election by the Participant to withdraw from the Plan under Section 6(a). 
 SECTION 11 No Rights As An Employee. 
 Nothing
in the Plan or in any right granted under the Plan shall confer upon the Participant any right to continue in the employ of a Participating Company for any period of specific duration or interfere with or otherwise restrict in any way the rights of
the Participating Companies or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her employment at any time and for any reason, with or without cause. 
 SECTION 12 No Rights As A Stockholder. 
 A
Participant shall have no rights as a stockholder with respect to any shares of Stock that he or she may have a right to purchase under the Plan until such shares have been purchased on the last day of the applicable Offering Period. 
  

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 SECTION 13 Securities Law Requirements. 
 Shares of Stock shall not be issued under the Plan unless the issuance and delivery of such shares comply with (or are exempt from) all applicable
requirements of law, including (without limitation) the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market
on which the Company’s securities may then be traded. 
 SECTION 14 Stock Offered Under The Plan. 
 (a) Authorized Shares. 
 A total of One
Million (1,000,000) shares of Stock have been reserved for issuance under the Plan. The number of shares of Stock reserved for issuance under the Plan will be increased on the first day of each of the Company’s fiscal years 2003 and 2004,
and thereafter on the first day of each calendar year commencing with calendar year 2004 and continuing through calendar year 2011, by the lesser of: (i) Three Million (3,000,000) shares of Stock, (ii) three percent (3%) of the
number of shares of Stock issued and outstanding on the last day prior to the date of increase, and (iii) a lesser number of shares of Stock determined by the Board. The aggregate number of shares available for purchase under the Plan shall at
all times be subject to adjustment pursuant to this Section 14. 
 (b) Antidilution Adjustments. 
 The aggregate number of shares of Stock offered under the Plan, the 4,000 share limitation described in Section 8(c) and the price of shares that any
Participant has elected to purchase shall be adjusted proportionately by the Committee for any increase or decrease in the number of outstanding shares of Stock resulting from a subdivision or consolidation of shares or the payment of a stock
dividend, any other increase or decrease in such shares effected without receipt or payment of consideration by the Company, the distribution of the shares of a Subsidiary to the Company’s stockholders or a similar event. 
 (c) Reorganizations. 
 Any other provision of
the Plan notwithstanding, immediately prior to the effective time of a Corporate Reorganization, the Offering Period then in progress shall terminate and shares shall be purchased pursuant to Section 8, unless the Plan is assumed by the
surviving corporation or its parent corporation pursuant to the plan of merger or consolidation. The Plan shall in no event be construed to restrict in any way the Company’s right to undertake a dissolution, liquidation, merger, consolidation
or other reorganization. 
 SECTION 15 Rules for Foreign Jurisdictions. 
 (a) Compliance with Foreign Law. The Committee may adopt rules or procedures relating to the operation and administration of the Plan to accommodate the
specific requirements of local laws and procedures. Without limiting the generality of the foregoing, the 
  

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 Committee is specifically authorized to adopt rules and procedures regarding handling of payroll deductions, payment of
interest, conversion of local currency, payroll tax, withholding procedures and handling of stock certificates which vary with local requirements. 
 (b) Non-423(b) Plan Component. The Committee may also adopt rules, procedures or sub-plans applicable to particular Affiliates or locations, which sub-plans may be designed to be outside the scope of Code Section 423. The rules of such
sub-plans may take precedence over other provisions of this Plan, with the exception of Section 14(a), but unless otherwise superseded by the terms of such sub-plan, the provisions of this Plan shall govern the operation of such sub-plan. To
the extent inconsistent with the requirements of Section 423, such sub-plan shall be considered part of the Non-423(b) Plan, and rights granted thereunder shall not be considered to comply with Code Section 423. 
 SECTION 16 Amendment Or Discontinuance. 
 The
Board shall have the right to amend, suspend or terminate the Plan at any time and without notice. Except as provided in Section 14, any increase in the aggregate number of shares of Stock to be issued under the Plan shall be subject to
approval by a vote of the stockholders of the Company. In addition, any other amendment of the Plan shall be subject to approval by a vote of the stockholders of the Company to the extent required by an applicable law or regulation. 
 SECTION 17 Execution. 
 To record the further
amendment of the Plan on September 20, 2006, after its amendment on March 24, 2006, January 26, 2004 and adoption by the Board on May 4, 2001, the Company has caused its authorized officer to execute the same below. 
  

			
	For: Magma Design Automation, Inc.
		
	By:	 	  

		 	Rajeev Madhavan
		 	Chief Executive Officer


  

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