Second Amended and Restated Change of Control Option Acceleration Agreement



 Exhibit 10.35.3 
  
 SYNPLICITY, INC. LETTER OF PROMOTION 
  
 September 28, 2004 
  
 Gary Meyers 
  
 [Address] 
  
 Dear Gary, 
  
 Synplicity, Inc. (the “Company”) is pleased to confirm your promotion from
President and Chief Operating Officer to President and Chief Executive Officer of the Company, effective October 2, 2004. In this position, you will be reporting to the Board of Directors. As President and Chief Executive Officer your powers and
responsibilities will be those set forth in the Bylaws of the Company, as well as other duties that are assigned to you by the Board of Directors of the Company. 
  
 Here are some details of the offer: 
  
 PAY: As a professional (exempt) employee, you will be paid on a salaried basis, with paydays occurring semi-monthly. Effective October 2,
2004, your semi-monthly pay will be $12,500 (or $300,000 on an annualized basis) to be paid on the fifteenth and the last business day of each month. You will continue to be eligible to receive commissions owed to you per the terms of the 2004
Synplicity Worldwide Commission Plan for all net qualified product sales made through August 31, 2004. 
  
 BONUS: The Compensation Committee of the Board of Directors (the “Compensation Committee”) has determined that you are eligible for a $100,000 target bonus for fiscal year 2005 upon achievement of certain
goals. The Compensation Committee will determine the goals and other details of the target bonus by January 31, 2005. 
  
 STOCK: After starting in your new position, the Compensation Committee will grant you two Non Qualified Stock Options for 50,000 shares each of Synplicity common stock
(an aggregate of 100,000 shares), in accordance with the 2000 Synplicity, Inc. Stock Option Plan, as amended, at the fair market value at the close on the date of grant. The options will vest over a four-year period from October 29, 2004 at a rate
of 1/48th per month. These options are in addition to the two Non Qualified Stock Options for 200,000 shares each of
Synplicity common stock (an aggregate of 400,000 shares), in accordance with the 2000 Synplicity, Inc. Stock Option Plan, granted to you on August 30, 2004. 
  
 In connection with your promotion, and coincident with the granting of the Stock Options discussed above, you and the Company will enter into a Second Amended and
Restated Change of Control Option Acceleration Agreement substantially in the form attached hereto as Exhibit A that will supersede your Amended and Restated Change of Control Option Acceleration Agreement dated September 20, 2004. In the event of a
Change of Control (as defined in Exhibit A), your options will be treated as set forth in Exhibit A. You will also be eligible to receive the severance payment set forth therein. 







 You will continue to be eligible for all other benefits offered to employees of the Company, such as group medical,
dental, life and vision, as well as Short Term Disability, Long Term Disability and Travel AD&D insurance, 401K plan, Employee Assistance Program, Flexible Spending Account, Employee Stock Purchase Plan, Tuition Assistance and Health Club
Reimbursement. 
  
 You will continue your accrual of Personal Time Off at your
current rate of 6.67 hours per pay period, which may be used for sick leave, doctor appointments, vacation or any other type of paid time off. Our ten Holidays for 2004 include: New Years Day (January 1st & 2nd); Presidents
Day (February 16th); Friday before Memorial Day (May 28rd); Memorial Day (May 31th); Independence Day (July 4th); Labor Day (September 6st); Thanksgiving day and the day after (November 25th and 26th); Day before Christmas Day (December 24th). 
  
 You will continue to be bound by the confidentiality agreement that you signed upon employment with the company on January 5, 1998. 
  
 This letter of promotion will amend and replace your letter of promotion dated September 20, 2004 and that letter of promotion will be of no
further force or effect. 
  
 The terms of this promotion letter does not alter the
nature of “At Will” employment. Both you and Synplicity agree that your employment is completely voluntary in nature, and will not be for a specific duration or term. Either you or Synplicity may terminate the employment relationship for
any reason, with or without cause, and with or without notice. 
  
 Please sign
below as an acknowledgement and acceptance of the terms set forth is this letter. 
  
 Gary, we are very excited to have you in this new role. We are confident that with your leadership Synplicity will continue its success and go on to become an even more successful company. 
  

	
	Sincerely,
	
	 /s/ Alisa Yaffa


	Alisa Yaffa, Chairman of the Board

  
 I acknowledge and accept the terms and
conditions described herein. 
  

			
	 /s/ Gary Meyers

	  	September 30, 2004
	Gary Meyers	  	Today’s Date








 Exhibit A 
  
 SYNPLICITY, INC. 
  
 SECOND AMENDED AND RESTATED 
 CHANGE
OF CONTROL OPTION ACCELERATION AGREEMENT 
  
 This Second
Amended and Restated Change of Control Option Acceleration Agreement (the “Agreement”) is made and entered into effective as of October 4, 2004 (the “Effective Date”), by and between Gary Meyers (the “Employee”) and
Synplicity, Inc., a California corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below. 
  
 R E C I T A L S 
  
 A. On September 20, 2004, the Company and the Employee entered into an Amended and Restated Change of Control Option Acceleration Agreement (the
“First Amended Agreement”). On September 20, 2004, the Employee was also appointed President and Chief Executive Officer of the Company effective as of the earlier of October 2, 2004 or the effective date of the resignation of Bernard
Aronson, and in connection with such promotion, on September 23, 2004, the Compensation Committee of the Board of Directors of the Company (the “Board”) revised Employee’s compensation to reflect such promotion and authorized the
Company to enter into this Agreement. 
  
 B. It is expected that
the Company from time to time may consider the possibility of a Change of Control. The Board recognizes that such consideration can be a distraction to the Employee and can cause the Employee to consider alternative employment opportunities.

  
 C. The Board believes that it is in the best interests of the
Company and its shareholders to provide the Employee with an incentive to continue his employment and to maximize the value of the Company upon a Change of Control for the benefit of its shareholders. 
  
 D. In order to provide the Employee with enhanced financial security and
sufficient encouragement to remain with the Company notwithstanding the possibility of a Change of Control, the Board believes that it is imperative to provide the Employee with option acceleration benefits upon certain conditions following a Change
of Control. 
  
 E. The Company and the Employee intend to
terminate the First Amended Agreement and to enter into this Agreement in lieu of any rights therein and any rights set forth in any other agreement between the Company and the Employee relating to the matters set forth herein except as noted below.

  
 AGREEMENT 
  
 In consideration of the mutual covenants herein contained and the continued
employment of Employee by the Company, the parties agree as follows: 
  
 1. Termination of First Amended Agreement and Definitions. 







 (a) Termination of First Amended Agreement. The First Amended Agreement is hereby terminated and
is of no further force or effect. 
  
 (b) Definition of
Terms. The following terms referred to in this Agreement shall have the following meanings: 
  
 (i) Cause. “Cause” shall mean (i) the determination by the Chief Executive Officer of the Company or the Board, as applicable, that the
Employee continues to violate Chief Executive Officer’s or Board’s directives, as the case may be, after there has been delivered to the Employee a written demand for performance from which describes the basis for the Company’s belief
that the Employee has not substantially performed his duties; (ii) the violation of the Employee’s non-disclosure agreement with the Company or the Employee’s duty of loyalty; (iii) the Employee’s commission of a felony, or any other
act or omission which is materially injurious to the financial condition or business reputation of the Company or any of its subsidiaries; or (iv) the engagement by the Employee in actions which involved gross negligence or willful misconduct in the
performance of the Employee’s duties. 
  
 (ii) Change of
Control. “Change of Control” shall mean the occurrence of any of the following events: 
  
 (1) 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 
  
 (2) any approval by the shareholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company’s assets. 
  
 (iii) Constructive Termination. “Constructive Termination” shall mean (A) the relocation of the Employee to a facility or location outside the San Francisco Bay Area; (B) a reduction of the Employee’s salary or target
bonus, as applicable, as in effect immediately prior to such reduction; (C) the assignment to the Employee of any position other than that of a vice president or general manager of an organization of the surviving entity, provided that it is not
Constructive Termination if such a vice president or general manager position is not an officer of the surviving entity or if the responsibilities are different from the ones the Employee had prior to the Change of Control; or (D) the failure of the
Company to obtain the assumption of this Agreement by any successors contemplated in Section 5 below. 
  
 2. Term of Agreement. This Agreement shall terminate upon the date that all obligations of the parties hereto under this Agreement have been
satisfied. 
  
 3. At-Will Employment. The Company and the
Employee acknowledge that the Employee’s employment is and shall continue to be at-will, as defined under applicable law. If the Employee’s employment terminates for any reason, the Employee shall not be entitled to any compensation,
benefits or payments other than as provided by this Agreement or that Letter of 
  

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 Promotion dated September 28, 2004 between the Company and the Employee (the “Offer Letter”), as applicable, or
as may otherwise be established under the Company’s then existing employee benefit plans or policies at the time of termination. 
  
 4. Change of Control Benefits. 
  
 (a) Termination Following A Change of Control. If, within twelve (12) months after a Change of Control, the Employee’s employment is
terminated by the Company without Cause or Constructively Terminated by the Company without Cause, then: 
  
 (i) Option Acceleration. The vesting and exercisability of each option granted to the Employee by the Company (the “Options”) shall be
automatically accelerated in full; provided, however, that in the event that a Change of Control occurs prior to September 1, 2005, the option for 200,000 shares of Common Stock of the Company granted to Employee on August 30, 2004 (grant no. 2075)
shall not be subject to such vesting acceleration; and further provided, however, that in the event that a Change of Control occurs prior to October __, 2005, the option for 50,000 shares of Common Stock of the Company granted to Employee on October
__, 2004 (grant no.             ) shall not be subject to such vesting acceleration. 
  
 (ii) Severance Payment. The Employee shall be entitled to receive a lump sum payment within 15 days of his termination equal to one hundred
seventy five thousand dollars ($175,000). 
  
 (b) Other
Termination. If the Employee’s employment with the Company is terminated other than as described in Section 4(a) above, then the Employee shall not be entitled to receive the option acceleration benefits hereunder, but will be eligible for
benefits (if any) as may be established under the Company’s then existing severance and benefits plans and policies at the time of such termination and such applicable benefits set forth in the Offer Letter. 
  
 (c) Accrued Wages and Vacation; Expenses. Without regard to the reason
for, or the timing of, Employee’s termination of employment: (i) the Company shall pay the Employee any unpaid base salary or other cash compensation, as applicable, due for periods prior to the date of termination; (ii) the Company shall pay
the Employee all of the Employee’s accrued and unused vacation through the date of termination; and (iii) following submission of proper expense reports by the Employee, the Company shall reimburse the Employee for all expenses reasonably and
necessarily incurred by the Employee in connection with the business of the Company prior to the date of termination. These payments shall be made promptly upon termination and within the period of time mandated by law. 
  
 5. Successors. 
  
 (a) Company’s Successors. Any successor to the Company (whether
direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets shall assume the Company’s obligations under this Agreement and agree
expressly to perform the Company’s obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement,
the term “Company” shall include any successor to the Company’s business and/or assets which executes and 
  

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 delivers the assumption agreement described in this subsection (a) or which becomes bound by the terms of this Agreement
by operation of law. 
  
 (b) Employee’s Successors.
Without the written consent of the Company, Employee shall not assign or transfer this Agreement or any right or obligation under this Agreement to any other person or entity. Notwithstanding the foregoing, the terms of this Agreement and all rights
of Employee hereunder shall inure to the benefit of, and be enforceable by, Employee’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. 
  
 6. Notices. 
  
 (a) General. Notices and all other communications contemplated by
this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of the Employee, mailed notices
shall be addressed to him at the home address that he most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the
attention of its Secretary. 
  
 (b) Notice of Termination.
Any termination by the Company for Cause or by the Employee as a result of a voluntary resignation or a Constructive Termination shall be communicated by a notice of termination to the other party hereto given in accordance with this Section. Such
notice shall indicate the specific termination provision in this Agreement relied upon, shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated. The failure by the
Employee to include in the notice any fact or circumstance which contributes to a showing of Constructive Termination shall not waive any right of the Employee hereunder or preclude the Employee from asserting such fact or circumstance in enforcing
his rights hereunder. 
  
 7. Arbitration. 
  
 (a) Except as provided in Section 7(d) below, any dispute or controversy
arising out of, relating to, or in connection with this Agreement, or the interpretation, validity, construction, performance, breach, or termination thereof, shall be settled by binding arbitration to be held in Palo Alto, California, in accordance
with the National Rules for the Resolution of Employment Disputes then in effect of the American Arbitration Association (the “Rules”). The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of
the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. 
  
 (b) The arbitrator(s) shall apply California law to the merits of any dispute or claim, without reference to conflicts of
law rules. The arbitration proceedings shall be governed by federal arbitration law and by the Rules, without reference to state arbitration law. Employee hereby consents to the personal jurisdiction of the state and federal courts located in
California for any action or proceeding arising from or relating to this Agreement or relating to any arbitration in which the parties are participants. 
  

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 (c) Employee understands that nothing in this Section modifies Employee’s at-will employment status.
Either Employee or the Company can terminate the employment relationship at any time, with or without cause. 
  
 (d) EMPLOYEE HAS READ AND UNDERSTANDS THIS SECTION, WHICH DISCUSSES ARBITRATION. EMPLOYEE UNDERSTANDS THAT SUBMITTING ANY CLAIMS ARISING OUT OF, RELATING
TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION TO THE EXTENT PERMITTED BY LAW, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF
EMPLOYEE’S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE EMPLOYER/EMPLOYEE RELATIONSHIP, INCLUDING BUT NOT LIMITED TO, THE FOLLOWING CLAIMS: 
  
 (i) ANY AND ALL CLAIMS FOR WRONGFUL DISCHARGE OF EMPLOYMENT; BREACH OF
CONTRACT, BOTH EXPRESS AND IMPLIED; BREACH OF THE COVENANT OF GOOD FAITH AND FAIR DEALING, BOTH EXPRESS AND IMPLIED; NEGLIGENT OR INTENTIONAL INFLICTION OF EMOTIONAL DISTRESS; NEGLIGENT OR INTENTIONAL MISREPRESENTATION; NEGLIGENT OR INTENTIONAL
INTERFERENCE WITH CONTRACT OR PROSPECTIVE ECONOMIC ADVANTAGE; AND DEFAMATION. 
  
 (ii) ANY AND ALL CLAIMS FOR VIOLATION OF ANY FEDERAL STATE OR MUNICIPAL STATUTE, INCLUDING, BUT NOT LIMITED TO, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE CIVIL RIGHTS ACT OF 1991, THE AGE DISCRIMINATION IN
EMPLOYMENT ACT OF 1967, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE FAIR LABOR STANDARDS ACT, THE CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, AND LABOR CODE SECTION 201, et seq; 
  
 (iii) ANY AND ALL CLAIMS ARISING OUT OF ANY OTHER LAWS AND REGULATIONS
RELATING TO EMPLOYMENT OR EMPLOYMENT DISCRIMINATION. 
  
 8.
Miscellaneous Provisions. 
  
 (a) No Duty to
Mitigate. The Employee 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 Employee may receive from any other source. 
  
 (b) Waiver. No provision of this Agreement may be modified, waived or
discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Employee and by an authorized officer of the Company (other than the Employee). No waiver by either party of any breach of, or of compliance with, any
condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time. 
  

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 (c) Integration. This Agreement and the stock option agreements representing the Options represent
the entire agreement and understanding between the parties as to the subject matter herein and supersede all prior or contemporaneous agreements, whether written or oral. To the extent that any provision in the Offer Letter contradicts or otherwise
conflicts with any provision of this Agreement, this Agreement shall supersede the Offer Letter. 
  
 (d) Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the internal substantive laws,
but not the conflicts of law rules, of the State of California. 
  
 (e) 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.

  
 (f) Employment Taxes. All payments made pursuant to
this Agreement shall be subject to withholding of applicable income and employment taxes. 
  
 IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year first above written. 
  

					
	COMPANY:	 	SYNPLICITY, INC.
			
	 	 	By:	 	  


	 	 	 	 	Alisa Yaffa, Chairman
			
	EMPLOYEE:	 	 	 	  


	 	 	 	 	Gary Meyers

  

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