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Alberto Sangiovanni-Vincentelli
200 Tunnel Road
Berkeley, CA 94720

Dear Alberto,

    We are pleased to offer you an expanded role to include the duties of Chief
Technical Advisor (CTA). With this new position, you will continue your current
roles with Cadence as member of Board of Directors plus duties currently agreed
as a Consultant including: supervision of technical work in the labs,
supervision and management of Cadence European Labs, strategy for entry into
systems companies, supporting the Felix architecture and paradigm, participation
in the Technology Steering Committee, support R&D strategy and organizational
development, support customer relationships in Europe, supervise the COSY
project and support our Services strategies, plus take on the expanded role of
CTA.

    Your new consulting agreement will cover your existing responsibilities plus
the new role as CTA. As of June 1, 1999, the new consulting fee will be $275,000
per annum versus the $225,000 you have today. You will also continue to be
eligible to receive a discretionary bonus as you have the past two years. I will
propose a grant of 77,500 options tied to your new role. Your Board of Directors
compensation package will also continue, including both the cash and options
tied to your outside directorship on the Cadence Board of Directors.

    Alberto, if you are in agreement with these terms, please sign this letter
below, and return directly to Ron Kirchenbauer.

Sincerely,

/s/ H. Raymond Bingham
H. Raymond Bingham
President and CEO
Cadence Design Systems, Inc.

/s/ Alberto Sangiovanni-Vincentelli
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Alberto Sangiovanni-Vincentelli