Notice of Restricted Share Award and Restricted Share Agreement



 Exhibit 10.6 
  
 MAGMA DESIGN AUTOMATION, INC. 
  
 2001 STOCK INCENTIVE PLAN 
  
 NOTICE OF RESTRICTED SHARE AWARD 
 (other
than Executive Officers) 
  
 You have been granted an award of
Restricted Shares of Common Stock of Magma Design Automation, Inc. (the “Company”) under the Company’s 2001 Stock Incentive Plan (the “Plan”) on the following terms: 
  

					
	1.	 	Name of Grantee:	 	____________________________________________________________________________________
			
	2.	 	Total Number of Restricted Shares Awarded:	 	 ____________________________________________________________________________________

			
	3.	 	Fair Market Value per Restricted Share:	 	$___________________________________________________________________________________
			
	4.	 	Total Fair Market Value of Award:	 	 $___________________________________________________________________________________

			
	5.	 	Purchase Price per Restricted Share:	 	 $___________________________________________________________________________________

			
	6.	 	Total Purchase Price for all Restricted Shares:	 	 $___________________________________________________________________________________

			
	7.	 	Date of Award:	 	 ____________________________________________________________________________________

			
	8.	 	Vesting Commencement Date:	 	 ____________________________________________________________________________________

			
	9.	 	Vesting Schedule:	 	 ____________________________________________________________________________________


  
 [Vesting schedule
to be provided here.] 
  
 [OPTIONAL][Notwithstanding the
foregoing vesting schedule, the Shares shall be subject to acceleration as provided for in Section 9 hereof.] 
  
 By your signature and the signature of the Company’s representative below, you and the Company agree that the Award of Restricted Shares is governed
by the terms and conditions of the Plan and the Restricted Share Agreement, which is attached hereto. 
  

			
	MAGMA DESIGN AUTOMATION, INC.
		
	 By:
	 	  


		
	 Its:
	 	  





			
	
	RECIPIENT:
	
	 Signature


		
	Please Print Name	 	  











 MAGMA DESIGN AUTOMATION, INC. 
  
 2001 Stock Incentive Plan 
  
 RESTRICTED SHARE AGREEMENT 
 (other than
Executive Officers) 
  
 THIS RESTRICTED SHARE AGREEMENT (this
“Agreement”) is made as of                     , 20     by and between Magma Design
Automation, Inc., a Delaware corporation (the “Company”), and
                                       
  (“Purchaser”) pursuant to the Company’s 2001 Stock Incentive Plan (the “Plan”). To the extent any capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to them in the Plan.

  
 1. Sale of Stock. Subject to the terms and
conditions of this Agreement, on the Purchase Date (as defined below) the Company will issue and sell to Purchaser, and Purchaser agrees to purchase from the Company,
                 Shares at a purchase price of $             per Share for a total
purchase price of $            . The per Share purchase price of the Shares shall be not less than the par value of the Shares as of the date of the offer of such Shares to
the Purchaser. The term “Shares” refers to the purchased Shares and all securities received in replacement of or in connection with the Shares pursuant to stock dividends or splits, all securities received in replacement of the Shares in a
recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which Purchaser is entitled by reason of Purchaser’s ownership of the Shares. 
  
 2. Time and Place of Exercise. The purchase and sale of the
Shares under this Agreement shall occur at the principal office of the Company simultaneously with the execution of this Agreement by the parties, or on such other date as the Company and Purchaser shall agree (the “Purchase Date”). On the
Purchase Date, the Company will deliver to Purchaser a certificate representing the Shares to be purchased by Purchaser (which shall be issued in Purchaser’s name) against payment of the purchase price therefor by Purchaser by (a) check
made payable to the Company, (b) cancellation of indebtedness of the Company to Purchaser, or (c) a combination of the foregoing. 
  
 3. Restrictions on Resale. By signing this Agreement, Purchaser agrees not to sell any Shares acquired pursuant to the Plan and this
Agreement at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise or sale. 
  
 4. Restrictive Legends and Stop Transfer Orders. 
  

4.1 Legends. The certificate or certificates representing the Shares shall bear the following legend (as well as any legends required by
applicable state and federal corporate and securities laws): 
  
 THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS Of AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. 
  
 4.2 Stop-Transfer Notices. Purchaser agrees that, in order to
ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records. 
  
 4.3
Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as the owner or
to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred. 
  
 5. [IF SHARES ARE SUBJECT TO THE
COMPANY’S LAPSING RIGHT OF REPURCHASE:] 
  
 [5.1 Repurchase Right on Termination. For purposes of this Agreement, a “Repurchase Event” shall mean an occurrence of one of:
(a) termination of Purchaser’s service to the Company, whether voluntary or involuntary and with or without cause or (b) resignation or retirement of Purchaser as an employee of the Company or death of Purchaser. Upon the occurrence
of a Repurchase Event, the Company shall have the right (but not an 







 obligation) to repurchase the Shares at a price per Share equal to the price per Share paid by Purchaser (the
“Repurchase Right”). The Repurchase Right shall lapse in accordance with the vesting schedule set forth in the Notice of Restricted Share Award that is attached to this Agreement. 
  
 5.2 Exercise of Repurchase Right. The Company may notify Purchaser at
any time within 90 days after the date of the Repurchase Event that it is exercising its Repurchase Right with respect to some or all of the Shares, or that it is not exercising its Repurchase Right. If the Company does not so notify Purchaser
within 90 days after the date of the Repurchase Event, the Repurchase Right shall be deemed automatically exercised by the Company as of the 90th day following such date. By executing this Agreement Purchaser agrees that it has received written
notice of the Company’s intention to exercise its Repurchase Right with respect to all Shares to which such Repurchase Right applies. The Company, at its choice, may satisfy its payment obligation to Purchaser with respect to exercise of the
Repurchase Right by (i) delivering a check to Purchaser in the amount of the purchase price for the Shares being repurchased, or (ii) in the event Purchaser is indebted to the Company, by canceling an amount of such indebtedness equal to
the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such purchase price. In the event of any deemed automatic exercise of
the Repurchase Right, any such cancellation of indebtedness shall be deemed automatically to occur as of the 90th day following the date of the Repurchase Event unless the Company otherwise satisfies its payment obligations. As a result of any
repurchase of Shares pursuant to the Repurchase Right, the Company shall become the legal and beneficial owner of the repurchased Shares and shall have all rights and interest therein or related thereto, and the Company shall have the right to
transfer to its own name the number of Shares being repurchased by the Company, without further action by Purchaser.] 
  
 6. No Employment Rights. Nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company, or a Parent or
Subsidiary of the Company, to terminate Purchaser’s employment, for any reason, with or without cause.

  
 7. Market Standoff Agreement. Upon request of
the Company or the underwriters managing any underwritten public offering of the Company’s securities, Purchaser agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Shares (other
than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be requested by
the Company or such managing underwriters and to execute such agreement reflecting the foregoing as may be requested by the underwriters at the time of the underwritten public offering. 
  
 8. Miscellaneous. 
  
 8.1 Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall
be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. 
  
 8.2 The Plan and Other Agreements; Enforcement of Rights. The text of the Plan and the Notice of Restricted Share Award to which this
Agreement is attached are incorporated into this Agreement by reference. This Agreement, the Plan and the Notice of Restricted Share Award to which this Agreement is attached constitute the entire agreement and understanding of the parties relating
to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments or negotiations concerning the purchase of the Restricted Shares hereunder are superseded. No modification of or amendment to this
Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing and signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver
of any rights of such party. 
  
 8.3 Severability.
If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement
for such provision, then (i)such provision shall be excluded from this Agreement, (ii) the balance of this Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of this Agreement shall be enforceable in
accordance with its terms. 







 8.4 Construction. This Agreement is the result of negotiations between and has been
reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the
parties hereto. 
  
 8.5 Notices. Any notice to be
given under the terms of the Plan shall be addressed to the Company in care or its principal office, and any notice to be given to the Purchaser shall be addressed to such Purchaser at the address maintained by the Company for such person or at such
other address as the Purchaser may specify in writing to the Company. 
  
 8.6 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall he deemed an original and all of which together shall constitute one instrument. 
  
 8.7 Successors and Assigns. The rights and benefits of this
Agreement shall inure to the benefit of., and be enforceable by, the Company’s successors and assigns. The
rights and obligations of Purchaser under this Agreement may only be assigned with the prior written consent of the Company. 
  
 [OPTIONAL] 9. Acceleration Upon Change in Control. Upon a Change of Control (as defined in the Plan), 25% of the remaining unvested Shares
shall immediately vest. Further, in the event of your Involuntary Termination (as defined below) prior to the first anniversary of the Change of Control, 50% of the then remaining unvested Shares shall immediately vest, provided that such
acceleration would not result in the underlying options becoming subject to variable award accounting or in any other adverse accounting effects. “Involuntary Termination” shall mean any termination without Cause (as defined below) as well
as any instance of “Constructive Termination.” “Constructive Termination” shall be deemed to
occur when the only position available at the successor or surviving company entails (i) a relocation of more than 50 miles, (ii) a reduction in base pay, or (iii) (in the case on of a managerial level employee) a unilateral change by
the successor or surviving company (or its parent) in Participant’s duties to non-managerial level duties; provided, however, that Participant’s duties shall not be deemed non-managerial if they involve duties as to the Magma
division or subsidiary of the successor or surviving company (or its parent) that are comparable in scope to Participant’s duties at the Company immediately prior to the related Change of Control. For purposes of this section, “Cause”
shall mean (i) continued failure to perform substantially Participant’s duties, which standard of duties shall be referenced to the standards set by the Company at the date of this Agreement (other than as a result of sickness, accident or
similar cause beyond Participant’s reasonable control) after receipt of a written warning and Participant being given thirty (30) days to cure the failure; (ii) willful misconduct or gross negligence, which is demonstrably injurious
to the Company or any of its subsidiaries, including without limitation willful or grossly negligent failure to perform Participant’s material duties as an officer or employee of the Company or any of its subsidiaries or a material breach of
this Agreement, Participant’s employment agreement (if any) or Participant’s Proprietary Information and Inventions Agreement with the Company; (iii) conviction of or plea of nolo contendere to a felony; or (iv) commission of an
act of fraud against, or the misappropriation of property belonging to, the Company or any affiliated company, employee, customer or supplier of the Company. 
  
 [Signature Page follows.] 







 The parties have executed this Agreement as of the date first set forth above. 
  

			
	MAGMA DESIGN AUTOMATION, INC.
		
	 By:
	 	  


		
	 Its:
	 	  


	
	 RECIPIENT: 


	
	 (Signature) 


	
	 (Please Print Name) 




  
 I,
                                        ,
spouse of
                                       
 , have read and hereby approve the foregoing Agreement. In consideration of the Company’s granting my spouse the right to purchase the Shares set forth in the Agreement, I hereby agree to be irrevocably bound by the Agreement and
further agree that any community property or other such interest shall be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. 
  

	
	 Spouse of











 RECEIPT 
  
 Magma Design Automation, Inc. hereby acknowledges receipt of (check as applicable): 
  
  ̈
A check in the amount of $             
  
  ̈ The cancellation of
indebtedness in the amount of $             
  
 given by                              as consideration for
Certificate No. CS-              for              shares of Common Stock of Magma Design Automation,
Inc. 
  
 Dated:
                     
  

			
	MAGMA DESIGN AUTOMATION, INC.
		
	 By:
	 	  


		
	 Its:
	 	  











 RECEIPT AND CONSENT 
  
 The undersigned hereby acknowledges receipt of a photocopy of Certificate No.
CS-                  for              shares of Common Stock of Magma Design Automation,
Inc. (the “Company”) 
  
 The undersigned further
acknowledges that the Secretary of the Company, or his or her designee, is acting as escrow holder pursuant to the Restricted Shares Agreement that Purchaser has previously entered into with the Company. As escrow holder, the Secretary of the
Company, or his or her designee, holds the original of the aforementioned certificate issued in the undersigned’s name. 
  
 Dated:
                         
  

	
	Signature
	
	Please Print Name