Exhibit
10.44


EXECUTIVE
RELOCATION AGREEMENT


This Agreement is entered
into by and between Synopsys, Inc. (the “Company”) and Joseph Logan (“Executive”)
on the 6th day of April, 2007.


WHEREAS, Executive is
currently residing in Boston, Massachusetts; and


WHEREAS, it is in the best
interests of both the Company and the Executive for Executive to relocate to
the Company’s California headquarters location (the “Relocation”).


NOW, THEREFORE, the
parties agree as follows:


1.                                       Amount
of Relocation Expenses. The Company shall reimburse Executive or pay on his
behalf Relocation Expenses (as defined below) not to exceed $250,000, inclusive
of any gross up tax payments made on Executive’s behalf by the Company. The
Relocation Expenses paid or reimbursed by the Company shall be considered an
advance, subject to Section 5 below and shall not be considered earned salary
or bonus.


2.                                       Permitted
Relocation Expenses:  “Relocation
Expenses” shall consist exclusively of the following items:


a.               Closing costs
relating to the sale of Executive’s existing primary residence and purchase of
a new primary residence;


b.              Personal
transportation costs, including airfare and moving services with respect to
Executive, Executive’s immediate family and personal property.


c.               Mortgage interest payments
on existing and/or new primary residence.


d.              Federal and state
taxes owed by Executive as a result of the payments described above being
treated as income received by Executive.


3.                                       Time
for Payment of Relocation Expenses:   Other than expenses pertaining to mortgage interest
payments, Relocation Expenses must be incurred by Executive on or before
November 2, 2007 in order to be eligible for payment or reimbursement.


4.                                       Conditions
of Payment for Relocation Expenses:


a.               Request for
reimbursement shall adhere to the itemized estimate for each component of the
Relocation


b.              In order for
Relocation Expenses to be eligible for payment hereunder Executive, or
contracted relocation vendor (AIReS, Inc.), must provide a written invoice,
statement or bill for approval to the Company no later than 30 days before such
reimbursement or payment is sought to be made.


c.               The Company shall
have 15 days in which to approve or deny such reimbursement or payment solely
on the grounds that (1) the expense for which payment is requested is not a
Relocation Expense, (2) the amount 



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requested is not, in the Company’s reasonable opinion,
reasonable in light of the type of expense incurred, (3) Executive has not
provided sufficient documentation of the Relocation Expense, (4) the amount of
the payment, when added to Relocation Expenses already paid or incurred by the
Company, would cause the total amount of Relocation Expenses to exceed $250,000
or (5) the time period for reimbursement has expired.


d.              If the Company
approves the payment or reimbursement, it shall reimburse Executive for the
approved Relocation Expenses or pay such Relocation Expenses on Executive’s
behalf within 15 days of such approval.


5.                                       Recoupment
of Relocation Expenses. Executive shall be required to repay all or a
portion of the Relocation Expenses as follows:


a.               In the event
Executive voluntarily resigns from his position with Synopsys within one year
of the date of this Agreement, Executive shall repay the Company the full
amount of Relocation Expenses advanced on his behalf within 15 days of written
demand by the Company.


b.              In the event
Executive voluntarily resigns from his position with Synopsys within two years
of the date of this Agreement, Executive shall repay the Company the portion of
the Relocation Expenses calculated by multiplying (1) the total Relocation
Expenses advanced on his behalf by (2) a fraction, (A) the numerator of which
is twenty-four (24) less the number of full calendar months elapsed since the
date of this Agreement and (B) the denominator of which shall be twenty-four
(24).


c.               In the event that
the Company terminates the employment of Executive for “Cause,” Executive shall
repay the Company the full amount of Relocation Expenses advanced on his behalf
within 15 days of written demand by the Company.


i.      Cause” shall mean any of the
following situations: (1) the Executive has
committed an act of personal dishonesty in connection with the Executive’s
responsibilities as a Company employee; (2) the
Executive commits a felony or any act of moral turpitude; (3) the
Executive commits any willful or grossly negligent act that constitutes gross
misconduct and/or injures, or is reasonably likely to injure,  the Company; or (4) the Executive
substantially fails to perform the Executive’s job duties and/or willfully and
materially violates (A) any written policies or procedures of the Company or
(B) the Executive’s obligations to the Company and that violation, if curable,
continues for a period of thirty (30) days after the Company provides the
Executive written notice that describes the basis for the Company’s belief that
the Executive has not substantially performed the Executive’s duties and/or
willfully and materially violated (x) any written policies or procedures of the
Company or (y) the Executive’s obligations to the Company.



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6.                                       Governing
law; Miscellaneous. This Agreement shall be governed by the laws of the
State of California without regards to conflicts of law rules. The Superior
Court of Santa Clara County shall have exclusive jurisdiction for any claims
relating to this Agreement. This Agreement is the entire agreement between the
parties relating to the subject matter hereto and supersedes all prior or
contemporaneous oral or written agreements between the parties. This agreement
may only be amended in a writing signed by both parties. This agreement is not
assignable by Executive.


7.                                       No
Employment Contract. This Agreement shall not be deemed (i) to give
Executive any right to continue to be retained in the employ of the Company, or
(ii) to interfere with the right of the Company to discharge Executive at
any time, with or without cause, which right is hereby reserved.


Executed by the parties
on the date set forth above.


	
  SYNOPSYS, INC.

  	
   

  	
  EXECUTIVE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Chi-Foon Chan

  	
   

  	
  /s/ Joseph Logan

  	
   

  
	
   

  	
   

  	
   

  	
  Joseph Logan

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  President & COO

  	
   

  	
   

  	
   

  



 



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