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                                                                   EXHIBIT 10.53

                  Description of Cadence Stock Purchase Program

STOCK PURCHASE PROGRAM. In May 2000, the Compensation Committee adopted a Stock
Purchase Program to assist Cadence's efforts to attract and retain key Cadence
employees and to incentivize those employees who are critical to the success of
a business unit that is eventually intended to be separated from Cadence. Under
this program, executive officers and other selected Cadence employees are
offered the opportunity to purchase from Cadence stock of one or more of the new
entities holding these business units at a price equal to the fair market value
of the stock at the time of purchase. In connection with the formation of each
new entity, Cadence's Board of Directors or the Compensation Committee approves
the total number of shares eligible for purchase by Cadence employees under the
Stock Purchase Program, as well as specific allocations of shares offered to the
Chief Executive Officer and the other executive officers. To date, the maximum
number of shares of any particular entity approved for sale to Cadence employees
generally has not exceeded 5% of the entity's total outstanding shares on a
fully-diluted basis. Available shares are allocated between two groups of
employees. The first group includes the Chief Executive Officer and certain
Senior Vice Presidents deemed critical to the success of the new entity as
approved by the Compensation Committee. The second group is comprised of
executive officers, Corporate Vice Presidents and other individuals (who need
not be members of management) selected by the Chief Executive Officer. The stock
purchased by participants in the second group may be subject to vesting
restrictions based upon the employee's continued employment, as determined in
each case by the Chief Executive Officer The subscription agreements for shares
purchased under the Stock Purchase Program permit Cadence (i) a right of first
refusal to purchase the shares, (ii) a right to repurchase the shares at the
original purchase price upon termination of a participant's employment other
than involuntary termination without cause, and (iii) a right to cause all
participants to sell their shares if Cadence wishes to sell the entity to a
third party. During 2000, all of Cadence's executive officers participated in
the Stock Purchase Program.