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                                                                    EXHIBIT 10.3


                                 SYNOPSYS, INC.

                   INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN

                (As amended on August 1, 1999, January 11, 2001,
                      March 8, 2000 and February 28, 2001)


     I.   PURPOSE

          The Synopsys, Inc. International Employee Stock Purchase Plan (the
"Plan") is intended to provide Eligible Employees of designated subsidiaries of
the Company with the opportunity to acquire a proprietary interest in the
Company through the periodic application of their payroll deductions to the
purchase of shares of the Company's common stock.

     II.  DEFINITIONS

          For purposes of plan administration, the following terms shall have
the meanings indicated:

          Base Salary means all compensation paid as wages, salaries,
commissions, overtime, and bonuses (other than bonuses subject to repayment as a
result of a specified future event), but excluding all of the following items
(even if included in taxable income): reimbursements, car allowances or other
expense allowances, severance pay, fringe benefits (cash and noncash), moving
expenses, deferred compensation, income attributable to stock options,
restricted stock grants, SARs and other equity-related incentive programs, and
welfare benefits.

          Code means the Internal Revenue Code of 1986, as amended from time to
time.

          Company means Synopsys, Inc., a Delaware corporation, and any
corporate successor to all or substantially all of the assets or voting stock of
Synopsys, Inc. which shall by appropriate action adopt the Plan.

          Common Stock means shares of the Company's common stock.

          Corporate Affiliate means any company which is a parent or subsidiary
corporation of the Company (as determined in accordance with Code Section 424),
including any parent or subsidiary corporation which becomes such after the
Effective Date.

          Effective Date means the first day of the initial offering period
scheduled to commence on May 3, 1993. However, for any Subsidiary which becomes
a Participating Subsidiary in the Plan after the first day of the initial
offering period, a subsequent Effective Date shall be designated with respect to
participation by its Eligible Employees.

          Eligible Employee means any person who is engaged, on a
regularly-scheduled basis of more than twenty (20) hours per week and more than
five (5) months per calendar year, in the rendition of personal services to any
Participating Subsidiary for earnings considered wages under Section 3121(a) of
the Code, but shall not include persons prohibited by the laws of the nation of
their residence or employment from participating in the Plan.

          Enrollment Date has the meaning ascribed to it in Section V.A.

          Participant means any Eligible Employee of a Participating Subsidiary
who is actively participating in the Plan.

          Participating Subsidiary means a Subsidiary of the Company that has
been designated as a Participating Subsidiary by the Board.

          Semi-Annual Entry Date means (i) during 1999 and each preceding
calendar year within an offering period in effect under the Plan, the first
business day of May and the first business day of November and (ii) during 2000
and all subsequent calendar

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years within an offering period under the Plan, the first business day of March
and the first business day of September. The earliest Semi-Annual Entry Date
under the Plan shall be May 3, 1993.

          Semi-Annual Period of Participation means each period for which the
Participant actually participates in an offering period in effect under the
Plan. There shall be a maximum of four (4) periods of participation within each
offering period. Except as otherwise designated by the Plan Administrator, each
such period shall commence on the applicable Semi-Annual Entry Date.

          Semi-Annual Purchase Date means (i) during 1999 and each preceding
year on which shares of Common Stock are automatically purchased for
Participants under the Plan, the last business day of April and October, and
(ii) during 2000 and each subsequent year on which shares of Common Stock are
automatically purchased for Participants under the Plan, the last business day
of February and August.

          Subsidiary shall mean any corporation described in Section 425(e) or
(f) of the Code.

     III. ADMINISTRATION

          The Plan shall be administered by the Board of Directors or a
committee that will satisfy Rule 16b-3 of the Securities and Exchange
Commission, as in effect with respect to the Company from time to time (in
either case, the "Board"). The Board may from time to time select a committee or
persons (the "Plan Administrator") to be responsible for any transactions not
subject to Rule 16b-3. Subject to the express provisions of the Plan, to the
overall supervision of the Board, and to the limitations of Section 423 of the
Code, the Plan Administrator may administer, interpret and amend the Plan in any
manner it believes to be desirable (including amendments to outstanding
options/purchase rights and the designation of a brokerage firm at which
accounts for the holding of shares purchased under the Plan must be established
by each employee desiring to participate in the Plan), and any such
interpretation shall be final and binding on all parties who have an interest in
the Plan; provided, however, that the Plan Administrator may not, without the
approval of the Company's Board, (i) increase the number of shares issuable
under the Plan or the maximum number of shares which may be purchased per
Participant or in the aggregate during any one Semi-Annual Period of
Participation under the Plan, except that the Plan Administrator shall have the
authority, exercisable without such stockholder approval, to effect adjustments
to the extent necessary to reflect changes in the Company's capital structure
pursuant to Section VI.B;(ii) alter the purchase price formula so as to reduce
the purchase price payable for the shares issuable under the Plan; or (iii)
materially increase the benefits accruing to Participants under the Plan or
materially modify the requirements for eligibility to participate in the Plan

     IV.  OFFERING PERIODS

          The Plan shall be implemented in a series of offering periods. Each
offering period shall be of a duration of twenty-four (24) months or less as
designated by the Plan Administrator prior to the start date of any offering
period, except that offering periods that include the Semi-Annual Entry Date on
November 1, 1999 shall be of a duration of twenty-two (22) months. Within each
offering period, there shall be a maximum of four (4) Semi-Annual Periods of
Participation.

     V.   ELIGIBILITY AND PARTICIPATION

          A. Each Eligible Employee of a Participating Subsidiary shall be
eligible to participate in the Plan in accordance with the following provisions:

          -    The Board may at any time designate one or more Subsidiaries as
participating in the Plan. The names of all Participating Subsidiaries shall be
shown on Exhibit A to the Plan, which shall be amended from time to time to
reflect additions and deletions of Participating Subsidiaries; failure to show a
Participating Subsidiary on Exhibit A shall not, however, prevent otherwise
eligible employees of that Subsidiary from participating in the Plan. No
Subsidiary participating in the Company's Employee Stock Purchase Plan effective
May 3, 1993 may be designated for participation in the Plan.

          - Each Eligible Employee will be automatically enrolled in the Plan in
     the offering period that begins on the first Semi-Annual Entry Date
     following the commencement of employment; thereafter, any Eligible Employee
     may enroll or re-enroll in the Plan in the offering period that begins as
     of any Semi-Annual Entry Date, or such other days as may be established by
     the Board from time to time (each, an "Enrollment Date"). To participate,
     an Eligible Employee must complete, sign, and submit to the Company an
     enrollment form prescribed by the Plan Administrator. Any enrollment form
     received by the Company by the 15th day of the month preceding

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     an Enrollment Date (or by the Enrollment Date in the case of employees
     hired after such 15th day), or such other date established by the Plan
     Administrator from time to time, will be effective on that Enrollment Date.
     Enrollment or re-enrollment by a Participant in the Plan on an Enrollment
     Date will constitute the grant by the Company to the Participant of an
     option to purchase shares of Common Stock from the Company under the Plan.
     At the end of each offering period, each Participant who has not withdrawn
     from the Plan will automatically be re-enrolled in the Plan in the offering
     period that begins on the Enrollment Date immediately following the date on
     which the option expires. Furthermore, except as may otherwise be
     determined by the Plan Administrator, each Participant who has not
     withdrawn from the Plan will automatically be re-enrolled in the Plan in
     each offering period that begins on an Enrollment Date on which the fair
     market value per share of the Company's Common Stock is lower than the fair
     market value per share of the Company's Common Stock on the Enrollment Date
     for the offering period in which the Participant is then enrolled.
     Notwithstanding anything in the Plan to the contrary, if the fair market
     value (the "Authorization Date FVM") on the date (the "Authorization Date")
     on which additional shares of Common Stock are authorized for issuance
     hereunder by the Company's shareholders is higher than the fair market
     value at the beginning of any Offering Period that commenced prior to the
     Authorization Date, then, with respect to any of such authorized shares
     available to be issued on Purchase Dates relating to such Offering Period,
     the Authorization Date FMV shall be used instead of the fair market value
     on the Enrollment Date for the purposes of the preceding sentence, provided
     that the Plan Administrator, in its discretion, may waive application of
     this sentence with respect to the first Purchase Date occurring after the
     Authorization Date.

          - An individual who becomes an Eligible Employee immediately following
     termination of such employee's participation in the Synopsys, Inc. Employee
     Stock Purchase Plan shall, for purposes of participation in the Plan, have
     a deemed Enrollment Date corresponding to such employee's most recent
     Enrollment Date under the Synopsys, Inc. Employee Stock Purchase Plan.

          B. The payroll deduction authorized by the Participant for purposes of
acquiring shares of Common Stock under the Plan may be zero percent (0%) or any
whole multiple of one percent (1%) of the Base Salary paid to the Participant
during each Semi-Annual Period of Participation within the offering period, up
to a maximum of ten percent (10%). The deduction rate so authorized shall
continue in effect for the entire Semi-Annual Period of Participation and for
each successive Semi-Annual Period of Participation unless (i) the Participant
shall change the rate for a subsequent Semi-Annual Period of Participation by
filing the appropriate form with the Plan Administrator prior to the
commencement of that Semi-Annual Period of Participation or (ii) the Participant
shall change the rate within a Semi-Annual Period of Participation by filing the
appropriate form with the Plan Administrator. The new rate shall become
effective as soon as practicable following the filing of such form. A
Participant may not increase or decrease the deduction rate more than once per
Semi-Annual Period of Participation in addition to fixing the rate at the
beginning of the Semi-Annual Period of Participation. Payroll deductions,
however, will automatically cease upon the termination of the Participant's
purchase right in accordance with Article VII below.

          C. In no event may any Participant's payroll deductions for any one
Semi-Annual Period of Participation exceed Seven Thousand Five Hundred Dollars
($7,500.00) calculated on the Purchase Date following conversion of accumulated
withholdings into U.S. Dollars.

          D. It is intended that all eligible employees shall have substantially
equivalent rights and privileges with respect to the Plan; notwithstanding any
other provision of the Plan, however, the Plan Administrator may make such
changes in the terms of eligibility and participation from Subsidiary to
Subsidiary that it determines, in its discretion, to be necessary or desirable
to reflect or comply with local laws or conditions.

     VI.  STOCK SUBJECT TO PLAN

          A. The Common Stock purchasable by Participants under the Plan shall,
solely in the discretion of the Plan Administrator, be made available from
either authorized but unissued shares of the Common Stock or from shares of
Common Stock reacquired by the Company, including shares of Common Stock
purchased on the open market. The total number of shares which may be issued
under the Plan shall not exceed 7,050,000 shares, less any shares sold under the
Synopsys, Inc. Employee Stock Purchase Plan (subject to adjustment under Section
VI.B below).

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          B. In the event any change is made to the Company's outstanding Common
Stock by reason of any stock dividend, stock split, combination of shares or
other change affecting such outstanding Common Stock as a class without receipt
of consideration, then appropriate adjustments shall be made by the Plan
Administrator to (i) the class and maximum number of shares issuable over the
term of the Plan, (ii) the class and maximum number of shares purchasable per
Participant during each Semi-Annual Period of Participation, (iii) the class and
maximum number of shares purchasable in the aggregate by all Participants on any
one purchase date under the Plan and (iv) the class and number of shares and the
price per share of the Common Stock subject to each purchase right at the time
outstanding under the Plan. Such adjustments shall be designed to preclude the
dilution or enlargement of rights and benefits under the Plan.

     VII. PURCHASE RIGHTS

          An Employee who participates in the Plan for a particular offering
period shall have the right to purchase shares of Common Stock, in a series of
successive installments during such offering period, upon the terms and
conditions set forth below and shall execute such agreements and documents
embodying such terms and conditions and such other provisions (not inconsistent
with the Plan) as the Plan Administrator may deem advisable.

          Purchase Price. Common Stock shall be issuable on each Semi-Annual
     Purchase Date at a purchase price equal to eighty-five percent (85%) of the
     lower of (i) the fair market value per share on the Participant's
     Enrollment Date or (ii) the fair market value per share on the Semi-Annual
     Purchase Date. Notwithstanding anything in the Plan to the contrary, if the
     Authorization Date FVM is higher than the fair market value at the
     beginning of any Offering Period that commenced prior to the Authorization
     Date, then, with respect to any of such authorized shares available to be
     issued on Purchase Dates relating to such Offering Period, the
     Authorization Date FMV shall be used instead of the fair market value on
     the Enrollment Date for the purposes of clause (i) of the preceding
     sentence, provided that the Plan Administrator, in its discretion, may
     waive application of this sentence with respect to the first Purchase Date
     occurring after the Authorization Date.

          Valuation. The fair market value per share of Common Stock on any
relevant date shall be the closing selling price of the Common Stock on that
date, as officially quoted on the Nasdaq National Market System. If there is no
quoted selling price for such date, then the closing selling price on the next
preceding day for which there does exist such a quotation shall be determinative
of fair market value.

          Number of Purchasable Shares. The number of shares purchasable per
Participant on each Semi-Annual Purchase Date shall be the number of whole
shares obtained by dividing the amount collected, after conversion into U.S.
Dollars on the Purchase Date, from the Participant through payroll deductions
during the corresponding Semi-Annual Period of Participation by the purchase
price in effect for the Semi-Annual Purchase Date. However, no Participant may,
during any one Semi-Annual Purchase Period, purchase more than 2,000 shares of
Common Stock, subject to periodic adjustment under Section VI.B.

          Under no circumstances shall purchase rights be granted under the Plan
to any Eligible Employee if such individual would, immediately after the grant,
own (within the meaning of Code Section 424(d)) or hold outstanding options or
other rights to purchase, stock possessing five percent (5%) or more of the
total combined voting power or value of all classes of stock of the Company or
any of its Corporate Affiliates.

          Payment; Withholding. Payment for the Common Stock purchased under the
Plan shall be effected by means of the Participant's authorized payroll
deductions. Such deductions shall begin on the first pay day coincident with or
immediately following the Participant's Enrollment Date into the offering period
and shall (unless sooner terminated by the Participant) continue through the pay
day ending with or immediately prior to the last day of the offering period. The
amounts so collected shall be credited to the Participant's book account under
the Plan in local currency, but no interest shall be paid on the balance from
time to time outstanding in such account. The amounts collected from a
Participant may be commingled with the general assets of the Company and/or any
Participating Subsidiary and may be used for general corporate purposes. Upon
disposition of shares acquired by exercise of purchase right, the Participant
shall pay, or make provision adequate to the Company and the Participating
Subsidiary for payment of, all federal, state, and other tax (and similar)
withholdings that the Company or the Participating Subsidiary determines, in its
discretion, are required due to the disposition, including any such withholding
that the Company or the Participating Subsidiary determines, in its discretion,
is necessary to allow the Company or the Participating Subsidiary to claim tax
deductions or other benefits in connection

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with the disposition. A Participant shall make such similar provisions for
payment that the Company or the Participating Subsidiary determines, in its
discretion, are required due to the exercise of purchase right, including such
provisions as are necessary to allow the Company or the Participating Subsidiary
to claim tax deductions or other benefits in connection with the exercise of
purchase right.

          Termination of Purchase Right. The following provisions shall govern
the termination of outstanding purchase rights:

                    (i) A Participant may, at any time prior to the last five
          (5) business days of the Semi-Annual Period of Participation,
          terminate his/her outstanding purchase right under the Plan by filing
          the prescribed notification form with the Plan Administrator. No
          further payroll deductions shall be collected from the Participant
          with respect to the terminated purchase right, and any payroll
          deductions collected for the Semi-Annual Period of Participation in
          which such termination occurs shall, at the Participant's election, be
          immediately refunded or held for the purchase of shares on the next
          Semi-Annual Purchase Date. If no such election is made, then such
          funds shall be refunded as soon as possible after the close of such
          Semi-Annual Period of Participation.

                    (ii) The termination of such purchase right shall be
          irrevocable, and the Participant may not subsequently rejoin the
          offering period for which such terminated purchase right was granted.
          In order to resume participation in any subsequent offering period,
          such individual must enroll in the Plan in accordance with Section
          V.A.

                    (iii) Should a Participant cease to remain an Eligible
          Employee while his/her purchase right remains outstanding or should
          there otherwise occur a change in such individual's employee status so
          that he/she is no longer an Eligible Employee while holding such
          purchase right, then such purchase right shall immediately terminate
          upon such termination of service or change in status and all sums
          previously collected from the Participant during the Semi-Annual
          Period of Participation in which the purchase right so terminates
          shall be promptly refunded to the Participant. However, should the
          Participant die or become permanently disabled while in service or
          should the Participant cease employment by reason of a leave of
          absence, then the Participant (or the person or persons to whom the
          rights of the deceased Participant under the Plan are transferred by
          will or the laws of inheritance) shall have the election, exercisable
          up until the end of the Semi-Annual Period of Participation in which
          the Participant dies or becomes permanently disabled or in which the
          leave of absence commences, to (i) withdraw all the funds credited to
          the Participant's account at the time of his/her cessation of service
          or at the commencement of such leave or (ii) have such funds held for
          the purchase of shares of Common Stock at the next Semi-Annual
          Purchase Date. If no such election is made, then such funds shall
          automatically be held for the purchase of shares of Common Stock at
          the next Semi-Annual Purchase Date. In no event, however, shall any
          further payroll deductions be added to the Participant's account
          following his/her cessation of service or the commencement of such
          leave; provided, however, that if a Participant's employment is
          terminated because of a transfer of employment to the Company or any
          subsidiary of the Company other than a Participating Subsidiary, any
          outstanding purchase right shall not terminate until the occurrence of
          the earlier of (x) the last Semi-Annual Purchase Date in the offering
          period or (y) enrollment of the Participant in the Company's Employee
          Stock Purchase Plan. While a purchase right remains outstanding, the
          Company or other subsidiary to which the participant is transferred
          shall effect payroll deductions authorized by the Participant and
          shall remit them to the Participating Subsidiary that employed the
          Participant at the time of the transfer for purposes of acquiring
          shares of Common Stock under the Plan. Following approval by the
          Company and the Participating Subsidiary, the Participant may, in lieu
          of payroll deduction, pay a corresponding amount to the Participating
          Subsidiary if such amount is received on or before the relevant
          Purchase Date. Should the Participant return to active service
          following a leave of absence, then his/her payroll deductions under
          the Plan shall automatically resume at the rate in effect at the time
          the leave began, provided such return to service occurs prior to the
          end of the offering period in which such leave began. For purpose of
          the Plan: (i) the Participant shall be considered to remain in service
          for so long as such Participant remains in the active employ of the
          Company or one or more other Participating Subsidiaries and (ii) the
          Participant shall be deemed to be permanently disabled if he/she is
          unable to engage in any substantial gainful employment, by reason of
          any medically determinable physical

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          or mental impairment expected to result in death or to be of
          continuous duration of at least twelve (12) months.

          Stock Purchase. Shares of Common Stock shall automatically be
purchased on behalf of each Participant (other than Participants whose payroll
deductions have previously been refunded or set aside for refund in accordance
with the Termination of Purchase Right provisions above) on each Semi-Annual
Purchase Date. The purchase shall be effected by applying each Participant's
payroll deductions after conversion to U.S. Dollars for the Semi-Annual Period
of Participation ending on such semiannual Purchase Date to the purchase of
whole shares of Common Stock (subject to the limitation on the maximum number of
purchasable shares as set forth above) at the purchase price in effect for such
Semi-Annual Period of Participation. Any payroll deductions not applied to such
purchase (a) because they are not sufficient to purchase a whole share or (b) by
reason of the limitation on the maximum number of shares purchasable by the
Participant for that Semi-Annual Period of Participation shall be promptly
refunded to the Participant.

          Proration of Purchase Rights. Not more than 500,000 shares of Common
Stock, subject to periodic adjustment under Section VI.B, may be purchased in
the aggregate by all participants under the Plan and under the Synopsys, Inc.
Employee Stock Purchase Plan on any one Semi-Annual Purchase Date. Should the
total number of shares of Common Stock which are to be purchased pursuant to
outstanding purchase rights on any particular date exceed either (i) the maximum
limitation on the number of shares purchasable in the aggregate on such date or
(ii) the number of shares then available for issuance under the Plan and the
Synopsys, Inc. Employee Stock Purchase Plan, the Plan Administrator shall make a
pro-rata allocation of the available shares on a uniform and non-discriminatory
basis (including, to the extent practicable vis a vis participants in the
Synopsys, Inc. Employee Stock Purchase Plan) and the payroll deductions for each
Participant, to the extent in excess of the aggregate purchase price payable for
the Common Stock pro-rated to such individual, shall be refunded to such
Participant.

          Rights as Stockholder. A Participant shall have no stockholder rights
with respect to the shares subject to his/her outstanding purchase right until
the shares are actually purchased on the Participant's behalf in accordance;
with the applicable provisions of the Plan. No adjustments shall be made for
dividends, distributions, or other rights for which the record date is prior to
the date of such purchase.

          Assignability. No purchase right granted under the Plan shall be
assignable or transferable by the Participant other than by will or by the laws
of descent and distribution following the Participant's death, and during the
Participant's lifetime the purchase right shall be exercisable only by the
Participant.

          Change in Ownership. Should the Company or its stockholders enter into
an agreement to dispose of all or substantially all of the assets or outstanding
capital stock of the Company by means of:

                    (i) a sale, merger or other reorganization in which the
          Company will not be the surviving corporation (other than a
          reorganization effected primarily to change the State in which the
          Company is incorporated), or

                    (ii) a reverse merger in which the Company is the surviving
          corporation but in which more than fifty percent (50%) of the
          Company's outstanding voting stock is transferred to holders different
          from those who held the stock immediately prior to the reverse merger,

          then all outstanding purchase rights under the Plan shall
automatically be exercised immediately prior to the consummation of such sale,
merger, reorganization or reverse merger by applying the payroll deductions of
each Participant, after conversion into U.S. Dollars on the date of purchase,
for the Semi-Annual Period of Participation in which such transaction occurs to
the purchase of whole shares of Common Stock at eighty-five percent (85%) of the
lower of (i) the fair market value of the Common Stock on the Participant's
Enrollment Date into the offering period in which such transaction occurs or
(ii) the fair market value of the Common Stock immediately prior to the
consummation of such transaction. However, the applicable share limitations of
Sections VII and VIII shall continue to apply to any such purchase, and the
clause (i) amount above shall not, for any Participant whose Enrollment Date for
the offering period is other than the start date of such offering period, be
less than the fair market value of the Common Stock on such start date.

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          The Company shall use its best efforts to provide at least ten (10)
days' advance written notice of the occurrence of any such sale, merger,
reorganization or reverse merger, and Participants shall, following the receipt
of such notice, have the right to terminate their outstanding purchase rights in
accordance with the applicable provisions of this Article VII.

     VIII. ACCRUAL LIMITATIONS

           A. No Participant shall be entitled to accrue rights to acquire
Common Stock pursuant to any purchase right outstanding under this Plan if and
to the extent such accrual, when aggregated with (i) rights to purchase Common
Stock accrued under any other purchase right outstanding under this Plan and
(ii) similar rights accrued under other employee stock purchase plans (within
the meaning of Section 423 of the Code) of the Company and its Corporate
Affiliates would otherwise permit such Participant to purchase more than $25,000
worth of stock of the Company or any Corporate Affiliate (determined on the
basis of the fair market value of such stock on the date or dates such rights
are granted to the Participant) for each calendar year such rights are at any
time outstanding.

          B. For purposes of applying such accrual limitations, the right to
acquire Common Stock pursuant to each purchase right outstanding under the Plan
shall accrue as follows:

                    (i) The right to acquire Common Stock under each such
          purchase right shall accrue in a series of successive semi-annual
          installments as and when the purchase right first becomes exercisable
          for each semi-annual installment on the last business day of each
          Semi-Annual Period of Participation for which the right remains
          outstanding.

                    (ii) No right to acquire Common Stock under any outstanding
          purchase right shall accrue to the extent the Participant has already
          accrued in the same calendar year the right to acquire $25,000 worth
          of Common Stock (determined on the basis of the fair market value on
          the date or dates of grant) pursuant to one or more purchase rights
          held by the Participant during such calendar year.

                    (iii) If by reason of such accrual limitations, any purchase
          right of a Participant does not accrue for a particular Semi-Annual
          Period of Participation, then the payroll deductions which the
          Participant made during that Semi-Annual Period of Participation with
          respect to such purchase right shall be promptly refunded.

          C. In the event there is any conflict between the provisions of this
Section VIII and one or more provisions of the Plan or any instrument issued
thereunder, the provisions of this Section VIII shall be controlling.

     IX.  AMENDMENT AND TERMINATION

          A. The Board may amend, alter, suspend, discontinue, or terminate the
Plan at any time, including amendments to outstanding options/purchase rights.
However, the Board may not, without the approval of the Company's stockholders:

                    (i) Increase the number of shares issuable under the Plan or
          the maximum number of shares which may be purchased per Participant or
          in the aggregate during any one Semi-Annual Period of Participation
          under the Plan, except that the Plan Administrator shall have the
          authority, exercisable without such stockholder approval, to effect
          adjustments to the extent necessary to reflect changes in the
          Company's capital structure pursuant to Section VI.B;

                    (ii) alter the purchase price formula so as to reduce the
          purchase price payable for the shares issuable under the Plan; or

                    (iii) materially increase the benefits accruing to
          Participants under the Plan or materially modify the requirements for
          eligibility to participate in the Plan.

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<PAGE>

          B. The Board may elect to terminate any or all outstanding purchase
rights at any time. In the event the Plan is terminated, the Board may also
elect to terminate outstanding purchase rights either immediately or upon
completion of the purchase of shares on the next Semi-Annual Purchase Date, or
may elect to permit purchase rights to expire in accordance with their terms
(and participation to continue through such expiration dates). If purchase
rights are terminated prior to expiration, all funds contributed to the Plan
that have not been used to purchase shares shall be returned to the Participants
as soon as administratively feasible.

     X.   GENERAL PROVISIONS

          A. The Plan shall become effective on the date on which it is adopted
by the Board, provided the Company has complied with all applicable requirements
established by law or regulation.

          B. All costs and expenses incurred in the administration of the Plan
shall be paid by the Company.

          C. Neither the action of the Company in establishing the Plan, nor any
action taken under the Plan by the Board or the Plan Administrator, nor any
provision of the Plan itself shall be construed so as to grant any person the
right to remain in the employ of the Company or any of its Corporate Affiliates
for any period of specific duration, and such person's employment may be
terminated at any time, with or without cause.

          D. The provisions of the Plan shall be governed by the laws of the
State of California without resort to that State's conflict-of-laws rules.

          E. If the Plan Administrator in its discretion so elects, it may
retain a brokerage firm, bank, or other financial institution to assist in the
purchase of shares, delivery of reports, or other administrative aspects of the
Plan. If the Plan Administrator so elects, each Participant shall (unless
prohibited by the laws of the nation of his or her employment or residence) be
deemed upon enrollment in the Plan to have authorized the establishment of an
account on his or her behalf at such institution. Shares purchased by a
Participant under the Plan shall be held in the account in the name in which the
share certificate would otherwise be issued pursuant to Section VII.

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Schedule A

                           Companies Participating in
                      International Employee Stock Purchase
                                      Plan

<TABLE>
<CAPTION>
Name                                          Jurisdiction of Incorporation
----                                          -----------------------------
<S>                                           <C>
Electronic Design Automation Services Europe                    Netherlands
Nihon Synopsys Co., Ltd.                                              Japan
Synopsys Consulting SARL                                             France
Synopsys Finland OY                                                 Finland
Synopsys GmbH                                                       Germany
Synopsys (India) Pvte. Ltd.                                           India
Synopsys International, Inc.                                       Barbados
Synopsys International Limited                                      Ireland
Synopsys Ireland Limited                                            Ireland
Synopsys Ireland Resources                                          Ireland
Synopsys Italia, SRL                                                  Italy
Synopsys Korea, Inc.                                                  Korea
Synopsys (Northern Europe) Ltd.                              United Kingdom
Synopsys SARL                                                        France
Synopsys Scandinavia AB                                              Sweden
Synopsys Services SARL                                               France
Synopsys Singapore Pte. Ltd.                                      Singapore
Synthesis and Optimisation Systems Ltd.                              Israel
The CAE Company                                                 Netherlands
Viewlogic Asia Corporation                                           U.S.A.
Viewlogic Benelux                                               Netherlands
Viewlogic Europe BV                                             Netherlands
</TABLE>

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