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Exhibit 10.29(a) EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is made and entered into
effective as of October 1, 1997, by and between [employee] (the "Employee") and
Synopsys, Inc., a Delaware corporation (the "Company").
R E C I T A L S
A. The Employee is and has been employed by the Company and is currently
the Company's [title] .
B. The Company and the Employee desire to enter into this Agreement to
provide additional financial security and benefits to the Employee and to
encourage the Employee to continue his employment with the Company.
C. Certain capitalized terms used in the Agreement are defined in Section
7 below.
A G R E E M E N T
In consideration of the mutual covenants herein contained, and in
consideration of the continuing employment of the Employee by the Company, the
parties agree as follows:
1. Duties and Scope of Employment.
(a) Position. The Company shall employ the Employee in the position
of [position] , as such position has been defined in terms of responsibilities
and compensation as of the effective date of this Agreement; provided, however,
that the Board shall have the right, at any time prior to the occurrence of a
Change of Control, to revise such responsibilities and compensation as the Board
in its discretion may deem necessary or appropriate. The Employee shall comply
with and be bound by the Company's operating policies, procedures and practices
from time to time in effect during his employment. During the term of the
Employee's employment with the Company, the Employee shall continue to devote
his full time, skill and attention to his duties and responsibilities, and shall
perform them faithfully, diligently and competently, and the Employee shall use
his best efforts to further the business of the Company and its affiliated
entities.
2. Base Compensation. The Company shall pay the Employee as compensation
for his services a base salary at the annualized rate of $ [base compensation] .
Such salary shall be paid periodically in accordance with normal Company payroll
practices. The annualized compensation specified in this Section 2, as such
compensation may be increased or decreased by the Board or the Compensation
Committee of the Board, is referred to in this Agreement as "Base Compensation."
3. Annual Incentive. Beginning with the Company's current fiscal year and
for each fiscal year thereafter during the term of this Agreement, the Employee
shall be eligible to receive additional cash compensation under the Company's
annual incentive plan (the "Annual Incentive")
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based upon specific financial and/or other targets approved by the compensation
committee of the Board (the "Target Incentive"). The Annual Incentive payable
hereunder shall be payable in accordance with the Company's normal practices and
policies.
4. Employee Benefits. The Employee shall be eligible to participate in
the employee benefit plans and executive compensation programs maintained by the
Company applicable to other key executives of the Company, including (without
limitation) retirement plans, savings or profit-sharing plans, stock option,
incentive or other bonus plans, life, disability, health, accident and other
insurance programs, paid vacations, and similar plans or programs, subject in
each case to the generally applicable terms and conditions of the applicable
plan or program in question and to the sole determination of the Board or any
committee administering such plan or program.
5. Employment Relationship. 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 payments, benefits, damages, awards or
compensation other than as provided by this Agreement, or as may otherwise be
available in accordance with the Company's established employee plans and
policies at the time of termination.
6. Severance Benefits.
(a) Termination Following A Change of Control. Subject to Section 8
below, if the Employee's employment with the Company terminates at any time
within twenty-four (24) months after a Change of Control, then the Employee
shall be entitled to receive severance benefits as follows:
(i) Involuntary Termination. If the Employee's employment
terminates as a result of Involuntary Termination other than for Cause, the
Employee shall be entitled to receive a severance payment equal to the sum of
(x) two times the Employee's Base Compensation for the Company's fiscal year
then in effect or if greater, two times the Employee's Base Compensation for the
Company's fiscal year immediately preceding the Termination Date, plus (y) two
times the Employee's Target Incentive for the fiscal year then in effect (or, if
no Target Incentive is in effect for such year, the highest Target Incentive in
the three (3) preceding fiscal years); provided, however, that a signed waiver
and release of claims must be received by the Company from the Employee prior to
and as a condition of receiving a severance payment. Any severance payments to
which the Employee is entitled pursuant to this Section 6(a)(i) shall be paid to
the Employee (or to the Employee's estate or beneficiary in the event of the
Employee's death) in a lump sum within fifteen (15) days of the Employee's
Termination Date.
(ii) Voluntary Resignation; Termination For Cause. If the
Employee voluntarily resigns from the Company (other than as an Involuntary
Termination), or if the Company terminates the Employee's employment for Cause,
then the Employee 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 and benefits plans and policies at the time of such
resignation or termination.
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(iii) Disability; Death. If the Company terminates the Employee's
employment as a result of the Employee's Disability, or if the Employee's
employment terminates due to the death of the Employee, then the Employee 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 and
benefits plans and policies at the time of such Disability or death.
(b) Options. Subject to Section 8 below, in the event the Employee is
entitled to severance benefits pursuant to Section 6(a)(i), then in addition to
such severance benefits, the unvested portion of any stock option(s) held by the
Employee under the Company's stock option plans shall vest and become
exercisable in full, and the Employee shall have the right to exercise such
additional vested portion of such stock option(s) at the time the Employee
becomes entitled to the benefits under Section 6(a)(i).
(c) Termination Apart from a Change of Control. If the Employee's
employment with the Company terminates either prior to the occurrence of a
Change of Control or after the twenty-four (24) month period following a Change
of Control, then the Employee shall be entitled to receive severance benefits as
follows:
(i) Involuntary Termination. If the Employee's employment
terminates as a result of Involuntary Termination other than for Cause, the
Employee shall be entitled to receive a severance payment in an amount equal to
the Employee's Base Compensation for the Company's fiscal year then in effect or
if greater, the Employee's Base Compensation for the Company's fiscal year
immediately preceding the Termination Date. Such severance payment shall be paid
to the Employee (or to the Employee's estate or beneficiary in the event of the
Employee's death) in a lump sum within fifteen (15) days of the date of such
termination. In addition, provided the Employee does not engage in Misconduct
during the six (6)-month period beginning on the Employee's Termination Date,
the Employee shall be entitled to receive an additional payment from the Company
in an amount equal to the Employee's Target Incentive for the Company's fiscal
year then in effect (or, if no Target Incentive is in effect for such year, the
highest Target Incentive in the three (3) preceding fiscal years). Any such
additional payment shall be paid to the Employee in a lump sum on the date that
is six (6) calendar months after the Employee's Termination Date.
(ii) Voluntary Resignation; Termination for Cause. If the
Employee voluntarily resigns from the Company (other than a resignation that is
an Involuntary Termination), or if the Company terminates the Employee's
employment for Cause, then the Employee 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 and benefits plans and policies at
the time of such resignation or termination.
(iii) Disability; Death. If the Company terminates the Employee's
employment as a result of the Employee's Disability, or if the Employee's
employment terminates due to the death of the Employee, then the Employee 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 and
benefit plans and policies at the time of such Disability or death.
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(d) Medical Benefits. In the event the Employee is entitled to
severance benefits pursuant to Section 6(a)(i) or Section 6(c)(i), then in
addition to such severance benefits the Company shall pay the Employee a lump
sum payment in an amount equivalent to the reasonably estimated cost the
Employee may incur to extend for a period of eighteen (18) months (twelve (12)
months in the case of a termination pursuant to Section 6(c)(i)) under the COBRA
continuation laws the Employee's group health and dental plan coverage in effect
on the Termination Date. The Employee may use this payment, as well as any other
payment made under this Section 6, for such continuation coverage or for any
other purpose.
7. Definition of Terms. The following terms referred to in this Agreement
shall have the following meanings:
(a) Cause. "Cause" shall mean (i) any act of personal dishonesty
taken by the Employee in connection with his responsibilities as an employee and
intended to result in substantial personal enrichment of the Employee, (ii)
conviction of a felony that is injurious to the Company, (iii) a willful act by
the Employee which constitutes gross misconduct and which is injurious to the
Company, and (iv) continued violations by the Employee of the Employee's
obligations under Section 1 of this Agreement that are demonstrably willful and
deliberate on the Employee's part after there has been delivered to the Employee
a written demand for performance from the Company which describes the basis for
the Company's belief that the Employee has not substantially performed his
duties.
(b) Change of Control. "Change of Control" shall mean the occurrence
of any of the following events:
(i) The acquisition by any "person" (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act) (other than the Company or a
person that directly or indirectly controls, is controlled by, or is under
common control with, the Company) of the "beneficial ownership" (as defined in
Rule 13d-3 under said 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 of Directors of the
Company occurring within a two-year period, as a result of which fewer than a
majority of the directors are Incumbent Directors. "Incumbent Directors" shall
mean directors who either (A) are directors of the Company as of the date
hereof, or (B) are elected, or nominated for election, to the Board of Directors
of the Company with the affirmative votes of at least a majority of the
Incumbent Directors at the time of such election or nomination (but shall not
include an individual not otherwise an Incumbent Director whose election or
nomination is in connection with an actual or threatened proxy contest relating
to the election of directors to the Company); or
(iii) 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) at least fifty percent (50%) of
the total
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voting power represented by the voting securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation, or
the approval by the stockholders of the Company of a plan of complete
liquidation of the Company or of an agreement for the sale or disposition by the
Company of all or substantially all the Company's assets.
(c) Disability. "Disability" shall mean that the Employee has been
unable to substantially perform his duties under this Agreement as the result of
his 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 Employee
or the Employee's legal representative (such Agreement as to acceptability not
to be unreasonably withheld).
(d) Exchange Act. "Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended.
(e) Involuntary Termination. "Involuntary Termination" shall mean (i)
without the Employee's express written consent, the significant reduction of the
Employee's duties, authority or responsibilities relative to the Employee's
duties, authority and responsibilities as in effect immediately prior to such
reduction or the assignment to the Employee of such reduced duties, authority or
responsibilities; (ii) without the Employee's express written consent, a
substantial reduction, without good business reasons, of the facilities and
perquisites (including office space and location) available to the Employee
immediately prior to such reduction; (iii) without the Employee's express
written consent, a reduction by the Company in the Base Compensation of the
Employee as in effect immediately prior to such reduction; (iv) a material
reduction by the Company in the kind or level of employee benefits to which the
Employee is entitled immediately prior to such reduction with the result that
the Employee's overall benefits package is significantly reduced; (v) the
relocation of the Employee to a facility or a location more than 50 miles from
the Employee's then present location, without the Employee's express written
consent; (vi) any purported termination of the Employee by the Company which is
not effected for Disability or for Cause, or any purported termination for which
the grounds relied upon are not valid; or (vii) the failure of the Company to
obtain the assumption of this agreement by any successors contemplated in
Section 9 below.
(f) Misconduct. "Misconduct" shall mean conduct on the part of the
Employee that is inimical, contrary or harmful to the interests of the Company,
including, but not limited to: (i) conduct related to the Employee's employment
for which criminal or civil penalties against the Employee may be sought, (ii)
willful violation of the Company's written policies, (iii) unauthorized
disclosure of confidential information or trade secrets of the Company, (iv)
engaging (directly or indirectly) in any business activity that is directly
competitive with the Company's business; or (v) disparagement, defamation or
slander of the Company.
(g) Termination Date. "Termination Date" shall mean (i) if the
Employee's employment is terminated by the Company for Disability, thirty (30)
days after notice of termination is given to the Employee (provided that the
Employee shall not have returned to the performance of the Employee's duties on
a full-time basis during such thirty (30)-day period), (ii) if the Employee's
employment is terminated by the Company for any other reason, the date on which
the Company
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delivers notice of termination to the Company or such later date, not to exceed
ninety (90) days, specified in the notice of termination, or (iii) if the
Agreement is terminated by the Employee, the date on which the Employee delivers
notice of termination to the Company.
8. Certain Business Combinations. In the event it is determined by the
Board, upon receipt of a written opinion of the Company's independent public
accountants, that the enforcement of any Section or subsection of this
Agreement, including, but not limited to, Section 6(b) hereof, which allows for
the acceleration of vesting of options to purchase shares of the Company's
common stock upon a termination in connection with a Change of Control, would
preclude accounting for any proposed business combination of the Company
involving a Change of Control as a pooling of interests, and the Board otherwise
desires to approve such a proposed business transaction which requires as a
condition to the closing of such transaction that it be accounted for as a
pooling of interests, then any such Section of this Agreement shall be null and
void, but only if the absence of enforcement of such Section would preserve the
pooling treatment. For purposes of this Section 8, the Board's determination
shall require the unanimous approval of the disinterested Board members.
9. 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 assets shall assume the obligations under this Agreement and agree expressly
to perform the 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 assets which
executes and delivers the assumption agreement described in this Section 9(a) or
which becomes bound by the terms of this Agreement by operation of law.
(b) Employee's Successors. The terms of this Agreement and all rights
of the Employee hereunder shall inure to the benefit of, and be enforceable by,
the Employee's personal or legal representatives, executors, administrators,
successors, heirs, devisees and legatees.
10. Notice.
(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 which 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 an Involuntary Termination shall be
communicated by a notice of termination to the other party hereto given in
accordance with Section 10(a) of this Agreement. Such
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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, and
shall specify the Termination Date (which shall be not more than ninety (90)
days after the giving of such notice). The failure by the Employee to include in
the notice any fact or circumstance which contributes to a showing of
Involuntary 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.
11. Miscellaneous Provisions.
(a) No Duty to Mitigate. The Employee shall not be required to
mitigate the amount of any payment contemplated by this Agreement (whether by
seeking new employment or in any other manner), 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 shall 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.
(c) Whole Agreement. No agreements, representations or understandings
(whether oral or written and whether express or implied) which are not expressly
set forth in this Agreement have been made or entered into by either party with
respect to the subject matter hereof.
(d) Choice of Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws 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) Arbitration. Any dispute or controversy arising out of, relating
to or in connection with this Agreement shall be settled exclusively by binding
arbitration in San Jose, California, in accordance with the National Rules for
the Resolution of Employment Disputes of the American Arbitration Association
then in effect. Judgment may be entered on the arbitrator's award in any court
having jurisdiction. The Company and the Employee shall each pay one-half of the
costs and expenses of such arbitration, and each shall separately pay its
counsel fees and expenses. Punitive damages shall not be awarded.
(g) 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 Section 11(g) shall be
void.
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(h) Employment Taxes. All payments made pursuant to this Agreement
will be subject to withholding of applicable income and employment taxes.
(i) Assignment by Company. The Company may assign its rights under
this Agreement to an affiliate, and an affiliate may assign its rights under
this Agreement to another affiliate of the Company or to the Company; provided,
however, that no assignment shall be made if the net worth of the assignee is
less than the net worth of the Company at the time of assignment. In the case of
any such assignment, the term "Company" when used in a section of this Agreement
shall mean the corporation that actually employs the Employee.
(j) Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together will
constitute one and the same instrument.
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: SYNOPSYS, INC.
By:______________________________________
Title:___________________________________
EMPLOYEE: _________________________________________
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