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                                  EXHIBIT 10.57

                          CADENCE DESIGN SYSTEMS, INC.

                          EXECUTIVE RETENTION AGREEMENT

         This Executive Retention Agreement ("Agreement") is entered into by and
between _______________________, an individual (the "Executive") and Cadence
Design Systems, Inc., a corporation (the "Company," and together with the
Executive, the "Parties").

                                    RECITALS

         A.       WHEREAS, the Executive is currently _________________________
of the Company;

         B.       WHEREAS, the Parties recognize that from time to time the
Company may consider the possibility of a merger, acquisition by another
company, strategic alliance or some other form of Change of Control (as defined
below);

         C.       WHEREAS, the Company's Board of Directors (the "Board")
recognizes that because of the uncertainty which can result upon the occurrence
of a Change of Control, it is in the best interests of the Company and its
stockholders to provide certain key employees, including the Executive, with an
incentive to continue their employment with the Company and to motivate them to
maximize the value of the Company for the benefit of stockholders;

         D.       WHEREAS, the Company has determined that it will provide
certain key employees, including the Executive, with severance compensation and
benefits upon termination of employment following a Change of Control, should
such an event occur;

         NOW, THEREFORE, in consideration of the foregoing premises and for the
purposes hereinafter set forth and for other good and valuable consideration,
the adequacy of which is specifically acknowledged, the Parties hereto agrees as
follows:

                                    AGREEMENT

                                    ARTICLE I

         1.       PURPOSE. The purpose of this Agreement is to provide the
Executive with specified compensation and benefits in the event of a Termination
upon a Change of Control (as defined below).

         2.       NO EMPLOYMENT AGREEMENT. This Agreement does not constitute a
contract of employment or impose upon the Executive or the Company any
obligation to retain the Executive as an Employee, to change the status of the
Executive's employment, or to change the

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Company's policies regarding termination of employment. The Executive's
employment is and shall continue to be at-will. Subject to the terms of any
applicable written employment agreement between the Company and the Executive
prior to the Change of Control, the Company may assign the Executive to other
duties, or to another geographic location. If the Executive's employment with
the Company or a Successor (as defined below) terminates as a result of a
Termination Upon Change of Control (as defined below), the Executive shall
not be entitled to any payments, benefits, damages, awards or compensation
other than as provided by this Agreement.

         3.       CONTRACTUAL RIGHTS TO BENEFITS. Subject to the terms of this
Agreement, this Agreement establishes and vests in the Executive a contractual
right to the benefits to which he is entitled pursuant to the terms hereof,
enforceable by the Executive against the Company.

         4.       TAXATION OF PAYMENTS. All amounts paid pursuant to this
Agreement shall be subject to regular payroll and withholding taxes.

                                   ARTICLE II

                          DEFINITIONS AND CONSTRUCTION

         1.       DEFINITIONS. Capitalized terms used in this Agreement shall
have the meanings set forth in this Article II or elsewhere in this Agreement,
unless the context clearly requires a different meaning.

                  (a)      BASE SALARY. "Base Salary" shall mean an amount equal
to the sum of (i) 100% of the Executive's annual base salary as in effect
immediately preceding a Change of Control.

                  (b)      TARGET BONUS. "Target Bonus" shall mean the targeted
annual cash bonus which the Executive is eligible to receive assuming the
Company meets its Earnings Per Share target and assuming Executive's performance
is satisfactory, pursuant to the applicable bonus plan as in effect immediately
preceding the Change of Control.

                  (c)      CAUSE. "Cause" shall mean:

                           (i)      theft; a material act of dishonesty or
fraud; intentional falsification of any employment or Company records; or the
commission of any criminal act which impairs the Executive's ability to perform
appropriate employment duties for the Company;

                           (ii)     improper disclosure or use of the Company's
confidential, business or proprietary information by the Executive;

                           (iii)    The Executive's conviction, including any
plea of guilty or NOLO CONTENDERE, for a crime involving moral turpitude causing
material harm to the reputation and standing of the Company, as determined by
the Company in good faith; or

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                           (iv)     gross negligence or willful misconduct in
the performance of the Executive's assigned duties (but not mere unsatisfactory
performance).

                  (d)      CHANGE OF CONTROL. "Change of Control" shall mean the
occurrence of any of the following events:

                           (i)      Any "person" (as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) becomes the "beneficial owner" (as defined in Rule 13d-3 under
Exchange Act), directly or indirectly, of securities of the Company representing
fifty percent (50%) or more of the total voting power represented by the
Company's then outstanding voting securities; or

                           (ii)     A change in the composition of the Board
occurring within a two-year period, as a result of which fewer than a majority
of the directors are Incumbent Directors (as defined below);

                           (iii)    The consummation of a merger or
consolidation of the Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than fifty percent (50%) of the total voting power
represented by the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation; or

                           (iv)     The consummation of the sale or disposition
by the Company of all or substantially all the Company's assets.

                  (e)      CODE. "Code" shall mean the Internal Revenue Code of
1986, as amended.

                  (f)      COMPANY. "Company" shall mean Cadence Design Systems,
Inc., and, following a Change of Control, any Successor (as defined below).

                  (g)      COMPENSATION COMMITTEE. "Compensation Committee"
shall mean the compensation committee of the Board.

                  (h)      DISABILITY. "Disability" shall mean that the
Executive has been unable to perform his or her duties as an Employee as the
result of incapacity due to physical or mental illness, and such inability, at
least 26 weeks after its commencement, is determined to be total and permanent
by a physician selected by the Company or its insurers and acceptable to the
Executive or the Executive's legal representative (such agreement as to
acceptability not to be unreasonably withheld). Termination resulting from
Disability may only be effected after at least 30 days' written notice by the
Company of its intention to terminate the Executive's employment. In the event
that the Executive resumes the performance of substantially all of his or her
duties hereunder before the termination of his or her employment becomes
effective, at notice of intent to terminate shall automatically be deemed to
have been revoked.

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                  (i)      EFFECTIVE DATE. "Effective Date" shall mean the date
this Agreement is executed by both the Parties.

                  (j)      EMPLOYEE. "Employee" shall mean an individual
employed by the Company.

                  (k)      GOOD REASON. "Good Reason" shall mean the occurrence
of any of the following conditions following a Change of Control, without the
Executive's informed written consent, which condition(s) remain(s) in effect
thirty (30) days after written notice to the Company from the Executive of such
condition(s):

                           (i)      a 10% or more decrease in the Executive's
Base Salary and Target Bonus.

                           (ii)     the relocation of the Executive's primary
work place for the Company to a location more than fifty (50) miles from the
location of the work place prior to the Change of Control;

                           (iii)    a material reduction of the Executive's
duties or responsibilities relative to the Executive's duties or
responsibilities in effect immediately prior to such reduction. For purposes of
this subparagraph, a material reduction of duties and responsibilities would
include a change in assignment from one substantive area of competence to
another (such as, from accounting to marketing), or assignment to a new position
which connotes a materially lesser rank or status, or involves diminished
managerial responsibilities;

                           (iv)     a material reduction by the Company in the
kind or level of employee benefits to which the Executive is entitled
immediately prior to such reduction with the result that the Executive's overall
benefits package is significantly reduced;

                           (v)      the failure of the Company to obtain the
assumption of this Agreement by any Successor (as defined below);

                           (vi)     In the event the Executive, prior to the
Change of Control, is identified as an executive officer of the Company for
purposes of the rules promulgated under Section 16 of the Exchange Act and
following a Change of Control in which the Company or any Successor remains a
publicly-traded entity, the Executive is not identified as an executive officer
for purposes of Section 16 of the Exchange Act.

                  (l)      INCUMBENT DIRECTORS. "Incumbent Directors" shall mean
directors who either (i) are directors of the Company as of the date hereof, or
(ii) are elected, or nominated for election, to the Board with the affirmative
votes of at least a majority of the Incumbent Directors at the time of such
election or nomination, provided, however, that no individual shall be
considered an Incumbent Director if the individual initially assumed office as a
result of either an actual or threatened "Election Contest" (as described in
Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of

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a person other than the Board (a "Proxy Contest") including by reason of any
agreement intended to avoid or settle any Election Contest or Proxy Contest.

                  (m)      EXECUTIVE. "Executive" shall mean ___________________
so long as he meets the eligibility requirements of Article III.

                  (n)      SUCCESSOR. "Successor" means the Company as defined
above, and any successor or assign, whether direct or indirect, by purchase of
assets or stock, merger, consolidation or otherwise, to all or substantially all
of the business and/or assets of the Company or a majority of the voting
securities of the Company.

                  (o)      TERMINATION UPON CHANGE OF CONTROL. "Termination Upon
Change of Control" means:

                           (i)      the termination of the employment of the
Executive by the Company without Cause during the period commencing thirty (30)
days prior to the earlier of (A) the date that the Company first publicly
announces it is conducting negotiations leading to a Change of Control, or (B)
the date that the Company enters into a definitive agreement that would result
in a Change of Control (even those still subject to approval by the Company's
stockholders and other conditions and contingencies); and ending on the date
which is thirteen (13) months after the Change of Control; or

                           (ii)     any resignation by the Executive for Good
Reason, as defined in this Agreement, within thirteen (13) months after the
occurrence of any Change of Control. In the event of a resignation by the
Executive for Good Reason during the thirteen (13) month period following the
occurrence of a Change of Control, the Executive shall give written notice of
the occurrence of the event or events upon which he relies to resign for Good
Reason within ninety (90) days following the date of such occurrence, shall
indicate the specific provision(s) of this Agreement upon which the Executive
relied to make such determination, and shall state in reasonable detail the
facts and circumstances claimed to provide the basis for such determination. As
set forth above, upon receipt of written notice from the Executive, the Company
shall have thirty (30) days to cure the condition(s) giving rise to Executive's
claimed right to resign for "Good Reason." Failure to comply with the notice
requirement set forth herein shall preclude Executive from receiving the
severance compensation and benefits described in this Agreement; but

                           (iii)    "Termination Upon Change of Control" shall
not include any termination of the employment of the Executive (A) by the
Company for Cause; (B) by the Company as a result of the Disability of the
Executive; (C) as a result of the death of the Executive; or (D) as a result of
the voluntary termination of the employment of the Executive for reasons other
than Good Reason (I.E., resignation).

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                                   ARTICLE III

                                   ELIGIBILITY

         The Executive remains eligible to receive the benefits provided under
this Agreement so long as he remains an employee of the Company. Notwithstanding
the foregoing, in the event the Executive tenders his resignation prior to the
Change of Control, or is subject to a written performance improvement plan with
the Company immediately prior to a Change of Control, the Executive is not
eligible to receive the benefits under this Agreement.

                                   ARTICLE IV

                       SEVERANCE COMPENSATION AND BENEFITS

         1.       BASIC COMPENSATION AT TIME OF TERMINATION. In the event of the
Executive's Termination Upon Change of Control, the Executive shall be entitled
to the basic severance compensation described below:

                  (a)      SALARY. All salary and accrued vacation earned
through the date of the Executive's termination of employment shall be paid to
the Executive.

                  (b)      EXPENSE REIMBURSEMENT. Within thirty (30) days of
submission of proper expense reports, the Company shall reimburse the Executive
for all expenses reasonably and necessarily incurred by the Executive in
connection with the business of the Company prior to the Executive's termination
of employment.

                  (c)      EMPLOYEE BENEFITS. The Executive shall receive the
benefits, if any, under all Company benefit plans to which the Executive may be
entitled pursuant to the terms of such plans.

         2.       ADDITIONAL CASH SEVERANCE BENEFIT. In the event of the
Executive's Termination Upon Change of Control, the Executive shall be entitled
to the additional severance benefit described below.

                  (a)      CASH SEVERANCE PAYMENT. A lump sum cash severance
payment shall be made to the Executive equal to the sum of 100% of the
Executive's Base Salary and Target Bonus. The Target Bonus shall be paid in
full, regardless of whether the Company actually met its Earnings Per Share
target and regardless of whether Executive's performance was satisfactory.

         The cash severance payments described herein shall be reduced by
applicable federal and state withholding, and paid within thirty (30) days of
termination of employment, unless determination of the amount due is not fixed
or is in dispute on the date of termination of employment in which case it shall
be paid within ten (10) days of the Company's receipt of Executive's written
election of the amount due (as described in Article V, Paragraph 1) but, in

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any event, not prior to the eighth day following the Executive's
execution of the release of claims described in Article VI, paragraph 3.

         3.       STOCK OPTION ACCELERATION. The Executive shall receive
stock option acceleration as described below.

                  (a)      100% STOCK ACCELERATION. In the event of the
Executive's Termination Upon Change of Control, all outstanding stock options
granted and restricted stock issued by the Company to the Executive prior to the
Change of Control shall have their vesting fully accelerated so as to be 100%
vested as of the date of such Termination Upon Change of Control, or ten (10)
days following the Company's receipt of the Executive's written election
(described in Article V, Paragraph 1), whichever occurs last, but in either
event not prior to the eighth day following the Executive's execution of the
release of claims described in Article VI, paragraph 3.

                  (b)      ACCELERATION UPON NON-ASSUMPTION IN A CHANGE OF
CONTROL. If there is a Change of Control transaction in which the outstanding
stock options granted and restricted stock issued by the Company prior to the
transaction are not fully assumed by the Successor, or replaced by fully
equivalent substitute options or restricted stock, then all options and
restricted stock shall have their vesting fully accelerated to be 100% vested
immediately prior to the effective date of the Change of Control. The date such
unexercised options will terminate and the period during which the Executive may
exercise the fully vested options shall be governed by the applicable stock
option plan under which the options were granted. Alternatively, the Company and
the Executive may elect, with the consent of both, that the Company will deliver
to the Executive on the effective date of the Change of Control a cash payment
equal to the difference between (i) the aggregate exercise price of the
Executive's unexercised options or restricted stock, and (ii) the value of the
consideration deliverable for an equivalent number of shares as a result of the
Change of Control transaction.

         4.       MEDICAL AND DENTAL BENEFITS PURSUANT TO COBRA. In the event of
the Executive's Termination Upon Change of Control, the Executive shall be
eligible for continued employee medical and dental insurance coverage to the
extent provided by and subject to the terms of the Consolidated Budget
Reconciliation Act of 1985 ("COBRA").

         5.       VOLUNTARY RESIGNATION; TERMINATION FOR CAUSE. If the
Executive's employment terminates by reason of the Executive's voluntary
resignation and is not a termination for Good Reason, or if the Executive is
terminated involuntarily for Cause, then the Executive shall not be entitled to
receive benefits except for those (if any) as may then be established under the
Company's then existing severance and benefits plans and policies at the time of
such termination other than under this Agreement or as specified in any
individual written agreements by and between the Company and the Executive.

         6.       DISABILITY OR DEATH. If the Company terminates the Executive's
employment as a result of the Executive's Disability, or the Executive's
employment is terminated due to the death of the Executive, then the Executive
shall not be entitled to receive severance or other benefits except for those
(if any) as may then be established under the Company's then existing severance

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and benefits plans and policies or as specified in any individual written
agreements by and between the Company and the Executive at the time of such
Disability or death.

         7.       TERMINATION APART FROM CHANGE OF CONTROL. In the event that
the Executive's employment is terminated for any reason, either prior to the
occurrence of a Change of Control or after the thirteen-month period following a
Change of Control, then the Executive shall be entitled to receive severance
benefits only as may then be established under the Company's existing severance
and benefit plans and policies at the time of such termination other than this
Agreement or as is specified in any individual written agreements by and between
the Company and the Executive.

                                    ARTICLE V

                FEDERAL EXCISE TAX UNDER SECTION 280G OF THE CODE

         1.       ADJUSTMENT OF EXCESS PAYMENTS PAYABLE TO THE EXECUTIVE. If (a)
any amounts payable to the Executive under this Agreement are characterized as
excess parachute payments pursuant to Section 4999 of the Code, and (b) the
Executive thereby would be subject to any United States Federal excise tax due
to that characterization, then (c) the Executive may elect, in the Executive's
sole discretion, to reduce the amounts payable under this Agreement or to have
any portion of the applicable options or restricted stock not vest in order to
avoid any "excess parachute payment" under Section 280G(b)(1) of the Code. If
the Executive does not make an election within thirty (30) days of his
termination upon Change of Control or within (5) days following the
determination by Independent Public Accountants described in Article V, Section
2 below, whichever occurs latest, then the entire amount shall be paid to him
and he will be responsible for payment of any excise taxes.

         2.       DETERMINATION BY INDEPENDENT PUBLIC ACCOUNTANTS. Unless the
Company and the Executive otherwise agree in writing, any determination required
under this Article V shall be made in writing by independent public accountants
agreed to by the Company and the Executive (the "Accountants"), whose
determination shall be conclusive and binding upon the Executive and the Company
for all purposes. For purposes of making the calculations required by this
Article V, the Accountants may rely on reasonable, good faith interpretations
concerning the applications of Sections 280G and 4999 of the Code. The Company
and the Executive shall furnish to the Accountant such information and documents
as the Accountants may reasonably request in order to make the required
determination. The Company shall bear all fees and expenses the Accountants may
reasonably charge in connection with the services contemplated by this Article
V.

                                   ARTICLE VI

                               EXCLUSIVE REMEDIES

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         1.       SOLE REMEDY FOR TERMINATION UPON CHANGE OF CONTROL. The
severance payments and benefits described in Article IV shall constitute the
Executive's sole and exclusive remedy for any alleged injury or other damages
arising out of the cessation of the employment relationship between the
Executive and the Company in the event of the Executive's Termination Upon
Change of Control.

         2.       NO OTHER BENEFITS PAYABLE. The Executive shall be entitled to
no other compensation, benefits or other payments from the Company as a result
of any termination of employment with respect to which the payments and/or
benefits described in Article IV have been provided to the Executive, except as
expressly set forth in a written agreement or in a duly executed employment
agreement between the Company and the Executive.

         3.       RELEASE OF CLAIMS. The Executive acknowledges that the right
to receive the cash severance compensation, stock option acceleration, and other
benefits described in Article IV is expressly conditioned on the Executive
executing, at the time of termination, a release and waiver of claims which is
substantially similar to the one attached hereto as Exhibit A.

                                   ARTICLE VII

                    PROPRIETARY AND CONFIDENTIAL INFORMATION

         1.       CONTINUED COMPLIANCE. The Executive agrees to continue to
abide by the terms and conditions of the Company's Employee Invention and
Confidential Information Agreement executed by the Executive on or about
________________ and attached hereto as Exhibit B.

         2.       RETURN OF COMPANY PROPERTY. The Executive agrees to return all
Company property in his possession and under his control within ten (10) days of
his employment termination.

         3.       NONSOLICITATION. If the Company has performed its obligations
to deliver the severance benefits described in Article IV of the Agreement, then
for a period of one (1) year after the Executive's Termination Upon Change of
Control, the Executive will not, directly or indirectly, solicit the services or
business of or in any other manner persuade any employee, distributor, vendor,
representative or customer of the Company to discontinue that person's or
entity's relationship with or to the Company.

         4.       OTHER AGREEMENTS NOT SUPERSEDED. This Article VII shall not
supersede or limit the terms, including more restrictive terms, of any other
agreement by the Executive to refrain from competition with or from soliciting
the employees or customers of the Company.

                                  ARTICLE VIII

                               DISPUTE RESOLUTION

         1.       DISPUTES SUBJECT TO ARBITRATION. Any claim, dispute or
controversy arising in any way out of this Agreement, or the interpretation,
validity, enforceability or breach thereof, shall

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be submitted by the Executive and Company to confidential, final and binding
arbitration conducted by JAMS/Endispute under the then-existing
JAMS/Endispute rules, rather than by litigation in court, trial by jury,
administrative proceeding, or any other forum; provided, however, that (a)
the arbitrator shall have no authority to make any ruling or judgment that
would confer any rights with respect to the trade secrets, confidential and
proprietary information or other intellectual property of the Company upon
the Executive or any third party; and (b) this arbitration provision shall
not preclude the Company from seeking legal and equitable relief from any
court having jurisdiction with respect to any disputes or claims relating to
or arising out of the misuse or misappropriation of the Company's
intellectual property. Judgment may be entered on the award of the arbitrator
in any court having jurisdiction.

         2.       SITE OF ARBITRATION; EXPENSES AND FEES. The site of the
arbitration proceeding shall be in Santa Clara County, California. The costs and
expenses relating to the arbitration proceeding itself, including the fees of
the arbitrator, shall be borne by the Company. The Executive and Company shall
each be responsible for its own attorneys' fees, including any expert witness
fees, incurred in connection with the arbitration proceeding.

                                   ARTICLE IX

                                 TERM, AMENDMENT

         1.       TERM. This Agreement shall continue for two years from the
Effective Date, and shall be automatically renewed for successive one-year
periods, unless, prior to a Change of Control and prior to the applicable
automatic renewal date, action is taken by the Board to terminate this
Agreement.

         2.       AMENDMENT. This Agreement may not be amended, modified,
altered, or supplemented other than by means of a written instrument duly
executed by the Company and the Executive.

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

         1.       NO DUTY TO MITIGATE. Other than offsets specifically provided
for herein, the Executive shall not be required to mitigate the amount of any
payment contemplated by this Agreement, nor shall any such payment be reduced by
any earnings that the Executive may receive from any other source.

         2.       NO LIMITATION OF REGULAR BENEFIT PLANS. This Agreement is not
intended to and shall not affect, limit or terminate any plans, programs or
arrangements of the Company that are regularly made available to a significant
number of employees, officers or executives of the Company, including without
limitation, the Company's stock option plans.

         3.       NONACCUMULATION OF BENEFITS. The Executive may not accumulate
cash severance payments and/or stock option acceleration under both this
Agreement and another agreement. If

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the Executive has another binding written agreement with the Company which
provides that upon a Change of Control or termination of employment, the
Executive shall receive one or more of the benefits described in Article IV
of this Agreement (I.E., the payment of cash compensation or acceleration of
vesting of stock options or restricted stock rights), then with respect to
those benefits the aggregate amounts payable under this Agreement shall be
reduced by the amounts paid or payable under such other and separate
agreements.

         4.       SEVERABILITY. The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provision hereof, which shall remain in full force
and effect.

         5.       SUCCESSORS OF THE COMPANY. The Company will require any
Successor expressly and unconditionally to assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform if no such succession or assignment had taken place.

         6.       HEIRS OF THE EXECUTIVE. Rights and benefits under this
Agreement shall inure to the benefit of and be enforceable by the Executive's
personal and legal representatives, executors, administrators, successors,
heirs, distributees and legatees.

         7.       NOTICES. For purposes of this Agreement, notices and all other
communications permitted or provided for in the Agreement shall be in writing
and shall be deemed to have been duly given when delivered or mailed by United
States registered mail, return receipt requested, postage prepaid, as follows:

                  If to the Company:

                  Cadence Design Systems, Inc.
                  Attn:  General Counsel
                  2655 Seely Road, MS/5B1
                  San Jose, CA  95134

                  If to the Executive: At the most recent address recorded in
                  the records of the Company. Either party may provide the other
                  with notices of changes of address, which shall be effective
                  upon receipt.

         8.       NO ASSIGNMENT OF BENEFITS. The rights of any person to
payments or benefits under this Agreement shall not be made subject to option or
assignment, either by voluntary or involuntary assignment or by operation of
law, including (without limitation) bankruptcy, garnishment, attachment or other
creditor's process, and any action in violation of this subsection shall be
void.

         9.       GOVERNING LAW. The Agreement shall be interpreted in
accordance with and governed by the laws of the State of California as applied
to contracts entered into and entirely to be performed within the State of
California.

<PAGE>

         10.      COOPERATION OF THE EXECUTIVE AFTER TERMINATION OF EMPLOYMENT.
In the event the Executive's employment is terminated, as the result of a Change
of Control or otherwise, the


<PAGE>




         Executive agrees to cooperate with the Company with respect to all
matters relating to the completion of any pending work and the orderly transfer
of such work to other Employees.

Dated:
       ---------------------

---------------------------




CADENCE DESIGN SYSTEMS, INC.

By:
    -----------------------
       H. Raymond Bingham

Title: President and Chief Executive Officer

Dated:
        --------------------