What is the purpose of the amended 2005 Assumed Stock Option Plan?

The primary purpose is to provide a framework for granting stock options to former employees of Nassda Corporation who are now with Synopsys, as well as to any new individuals (including executive officers) who join Synopsys or its subsidiaries after May 11, 2005. This is a key tool for employee retention and incentive.

What are the key terms for stock options granted under this plan?

Each option will have a term of no more than ten years from the grant date. The exercise price will be equal to 100% of the fair market value of Synopsys common stock on the date the option is granted. Options can be granted to employees or consultants.

What happens to the stock options if Synopsys is acquired or undergoes a major asset sale?

In the event of a merger or the sale of substantially all of Synopsys' assets, any outstanding options under the plan will be assumed by the successor corporation or a parent/subsidiary of the successor. If the successor refuses to assume or substitute the option, option holders will experience full vesting and the right to exercise all of their granted options.

How many shares are available for grant under this plan?

As of September 9, 2005, there were 2,296,901 shares available for future grants under the plan. Additionally, 1,297,664 shares were already subject to previously granted options.

SNPS 8-K: Material Agreements

Summary

Synopsys, Inc. (SNPS) filed an 8-K on September 12, 2005, to report on the amendment and restatement of its 2005 Assumed Stock Option Plan. This plan was originally the Nassda Corporation 2001 Stock Option Plan, which Synopsys assumed following its acquisition of Nassda Corporation on May 11, 2005. The updated plan will be used to grant non-statutory stock options to former Nassda employees and other new hires or consultants who begin services with Synopsys after the acquisition date. This strategic move allows Synopsys to retain and incentivize key talent acquired from Nassda, as well as attract future employees. The plan outlines terms for option grants, including a 10-year maximum term and an exercise price set at 100% of the fair market value on the grant date. It also includes provisions for acceleration of vesting in the event of a merger or sale of substantially all assets, ensuring that option holders are protected.

Key Highlights

1Amendment and restatement of the Synopsys, Inc. 2005 Assumed Stock Option Plan.
2The plan was assumed from Nassda Corporation following Synopsys' acquisition of Nassda on May 11, 2005.
3The plan allows for the granting of non-statutory stock options to former Nassda employees and new hires/consultants.
4Options can be granted to employees or consultants, with a maximum term of 10 years.
5Exercise price is set at 100% of the fair market value on the grant date.
6Provisions for option acceleration upon merger or sale of substantially all assets.
7As of September 9, 2005, 2,296,901 shares were available for grant under the plan.

SYNOPSYS INC 8-K Report, Material Agreement (Sep 12, 2005)

Summary

Key Highlights

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