CADENCE DESIGN SYSTEMS INC (Form: S-8, Received: 07/23/2014 16:11:59)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

As filed with the Securities and Exchange Commission on July 23, 2014

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CADENCE DESIGN SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware

00-0000000

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

2655 Seely Avenue, Building 5

San Jose, California 95134

(Address of Principal Executive Offices) (Zip Code)

Jasper Design Automation, Inc.

2011 Stock Incentive Plan

(Full title of the plan)

James J. Cowie, Esq.

Senior Vice President, General Counsel and Secretary

Cadence Design Systems, Inc.

2655 Seely Avenue, Building 5

San Jose, California 95134

(Name and address of agent for service)

(408) 943-1234

(Telephone number, including area code, of agent for service)

Copy to:

Leif King, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

525 University Avenue

Palo Alto, CA 94301

(650) 470-4500

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE



Title of Securities to be Registered	Amount to be Registered ⁽¹⁾	Proposed Maximum Offering Price Per Share ⁽³⁾	Proposed Maximum Aggregate Offering Price ⁽³⁾	Amount of Registration Fee ⁽³⁾
Common Stock, par value $0.01 per share ⁽²⁾	29,662	$16.79	$498,024.98	$64.15

(1)

This Registration Statement on Form S-8 shall also cover any additional shares of Registrant’s common stock that become issuable under the Jasper Design Automation, Inc. 2011 Stock Incentive Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that results in an increase in the number of the outstanding shares of Cadence Design Systems, Inc. common stock.

(2)

Represents 29,662 shares issuable under the Jasper Design Automation, Inc. 2011 Stock Incentive Plan, which plan was assumed by the Registrant in connection with its acquisition of Jasper Design Automation, Inc. (“Jasper”) pursuant to an Agreement and Plan of Merger, dated as of April 18, 2014, by and among Jasper, the Registrant, Tundra Holdings, Inc. (as successor-in-interest to Cadence Design Systems Leasing, Inc.), Iceman Acquisition Corporation and Shareholder Representative Services LLC, solely in its capacity as agent for the stockholders of Jasper and other escrow beneficiaries.

(3)

Calculated solely for purposes of calculating the amount of the registration fee under Rule 457(h) of the Securities Act of 1933, as amended. The price per share and aggregate offering price are based upon the average of the high and low prices of the Registrant’s common stock on July 22, 2014 as reported on the NASDAQ Global Select Market.

PART I

Information Required in the Section 10(a) Prospectus

Pursuant to the instructions to Form S-8, Part I (Information Required in the Section 10(a) Prospectus) is not filed as part of this Registration Statement.

This Registration Statement on Form S-8 is filed for the purpose of registering shares of common stock, par value $0.01 per share (the “Common Stock”), of Cadence Design Systems, Inc. (the “Registrant”) available for future equity awards granted under the Jasper Design Automation, Inc. 2011 Stock Incentive Plan (the “Jasper Stock Plan”). The Jasper Stock Plan was assumed by the Registrant in connection with its acquisition of Jasper Design Automation, Inc. (“Jasper”) pursuant to an Agreement and Plan of Merger, dated as of April 18, 2014, by and among the Registrant, Jasper, Tundra Holdings, Inc. (as successor-in-interest to Cadence Design Systems Leasing, Inc.), a wholly-owned subsidiary of the Registrant, Iceman Acquisition Corporation, an indirect subsidiary of the Registrant, and Shareholder Representative Services LLC, solely in its capacity as agent for the stockholders of Jasper and other escrow beneficiaries.

PART II

Information Required in the Registration Statement

Item 3.

Incorporation of Documents by Reference

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):

(a)

The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 28, 2013, including all material incorporated by reference therein;

(b)

All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and

(c)

The description of the Registrant’s Common Stock to be offered hereby contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on January 12, 2006.

All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

Any document, and any statement contained in a document, incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document that also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such document or statement. Any such document or statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Subject to the foregoing, all information appearing in this Registration Statement is qualified in its entirety by the information appearing in the documents incorporated by reference.

Item 4.

Description of Securities

Not Applicable.

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Item 5.

Interests of Named Experts and Counsel

Not Applicable.

Item 6.

Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law permits a corporation to indemnify any of its directors or officers who was or is a party or is threatened to be made a party to any third party proceeding by reason of the fact that such person is or was a director or officer of the corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such person’s conduct was unlawful. In a derivative action, i.e., one by or in the right of a corporation, the corporation is permitted to indemnify any of its directors or officers against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made if such person shall have been adjudged liable to the corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that such person is fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability.

Article VII of the Registrant’s currently effective Certificate of Incorporation eliminates the personal liability of its directors for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. In addition, as permitted by Section 145 of the Delaware General Corporation Law, the Bylaws of the Registrant provide that: (a) the Registrant is required to indemnify its directors and officers and persons serving in such capacities in other business entities (including, for example, subsidiaries of the Registrant) at the Registrant’s request (such directors, officers and other persons are hereinafter referred to collectively as, “Covered Persons”), to the fullest extent permitted by Delaware law, including those circumstances in which indemnification would otherwise be discretionary; (b) the Registrant is required to advance expenses as incurred to such Covered Persons in connection with defending a proceeding; (c) the indemnitee(s) of the Registrant have the right to bring suit, and to be paid the expenses of prosecuting such suit, if successful, to enforce the rights to indemnification under the Bylaws or to advancement of expenses under the Bylaws; (d) the rights conferred in the Bylaws are not exclusive and the Registrant is authorized to enter into indemnification agreements with such directors, officers and employees; (e) the Registrant is required to maintain director and officer liability insurance to the extent reasonably available; and (f) the Registrant may not retroactively amend the Bylaws indemnification provision in a way that is adverse to such Covered Persons.

The Registrant has entered into indemnity agreements with each of its executive officers and directors that provide the maximum indemnity allowed to officers and directors by Section 145 of the Delaware General Corporation Law and the Bylaws, as well as certain additional procedural protections. The Registrant also maintains a limited amount of director and officer insurance. The indemnification provision in the Bylaws, and the indemnity agreements entered into between the Registrant and its officers or directors, may be sufficiently broad to permit indemnification of the Registrant’s officers and directors for liability arising under the Securities Act of 1933, as amended (the “Securities Act”).

Item 7.

Exemption from Registration Claimed

Not Applicable.

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Item 8.

Exhibits


Exhibit Number		Exhibit

4.01		Instruments Defining Rights of Stockholders. Reference is made to the Registrant’s Registration Statement on Form 8-A filed with the Commission on January 12, 2006 incorporated by reference pursuant to Item 3(c).

5.01		Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom LLP.

23.01		Consent of Independent Registered Public Accounting Firm.

23.02		Consent of Skadden, Arps, Slate, Meagher & Flom LLP (contained in Exhibit 5.01).

24.01		Power of Attorney (included on the signature pages to this Registration Statement on Form S-8).

99.01		Jasper Design Automation, Inc. 2011 Stock Incentive Plan.

99.02		Form of Incentive Stock Award Agreement, as currently in effect under the Jasper Design Automation, Inc. 2011 Stock Incentive Plan.

99.03		Form of Stock Option Agreement, as currently in effect under the Jasper Design Automation, Inc. 2011 Stock Incentive Plan.

Item 9.

Undertakings

A. The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however , that clauses (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference into this Registration Statement; (2) that for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold upon the termination of the offering under the Jasper Stock Plan.

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference into this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the indemnity provisions incorporated by reference in Item 6, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of San Jose, state of California, on this 23rd day of July, 2014.


CADENCE DESIGN SYSTEMS, INC.

By:		/s/ Lip-Bu Tan
		Lip-Bu Tan
		President, Chief Executive Officer and Director

II-4

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Lip-Bu Tan, Geoffrey G. Ribar and James J. Cowie, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.


Signature	Title	Date

/s/ Lip-Bu Tan	President, Chief Executive Officer and Director (Principal Executive Officer)	July 23, 2014
Lip-Bu Tan

/s/ Geoffrey G. Ribar	Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	July 23, 2014
Geoffrey G. Ribar

/s/ Dr. John B. Shoven	Chairman of the Board of Directors	July 23, 2014
Dr. John B. Shoven	Chairman of the Board of Directors

/s/ Susan L. Bostrom	Director	July 23, 2014
Susan L. Bostrom	Director

/s/ Dr. James D. Plummer	Director	July 23, 2014
Dr. James D. Plummer	Director

/s/ Dr. Alberto Sangiovanni-Vincentelli	Director	July 23, 2014
Dr. Alberto Sangiovanni-Vincentelli	Director

/s/ George M. Scalise	Director	July 23, 2014
George M. Scalise	Director

/s/ Roger S. Siboni	Director	July 23, 2014
Roger S. Siboni	Director

/s/ Young S. Sohn	Director	July 23, 2014
Young K. Sohn	Director

II-5

EXHIBIT INDEX


Exhibit Number		Exhibit

4.01		Instruments Defining Rights of Stockholders. Reference is made to the Registrant’s Registration Statement on Form 8-A filed with the Commission on January 12, 2006 incorporated by reference pursuant to Item 3(c).

5.01		Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom LLP.

23.01		Consent of Independent Registered Public Accounting Firm.

23.02		Consent of Skadden, Arps, Slate, Meagher & Flom LLP (contained in Exhibit 5.01).

24.01		Power of Attorney (included on the signature pages to this Registration Statement on Form S-8).

99.01		Jasper Design Automation, Inc. 2011 Stock Incentive Plan.

99.02		Form of Incentive Stock Award Agreement, as currently in effect under the Jasper Design Automation, Inc. 2011 Stock Incentive Plan.

99.03		Form of Stock Option Agreement, as currently in effect under the Jasper Design Automation, Inc. 2011 Stock Incentive Plan.

II-6

Exhibit 5.01


		S KADDEN , A RPS , S LATE , M EAGHER & F LOM LLP 525 UNIVERSITY AVENUE
		PALO ALTO, CALIFORNIA 94301 TEL: (650) 470-4500 FAX: (650) 470-4570 www.skadden.com		FIRM/AFFILIATE OFFICES BOSTON CHICAGO HOUSTON LOS ANGELES NEW YORK WASHINGTON, D.C. WILMINGTON BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW
		July 23, 2014		MUNICH PARIS SÃO PAULO SEOUL SHANGHAI SINGAPORE SYDNEY TOKYO TORONTO

Cadence Design Systems, Inc.

2655 Seely Avenue, Building 5

San Jose, California 95134

RE:

Cadence Design Systems, Inc.

Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as special counsel to Cadence Design Systems, Inc., a Delaware corporation (the “ Company ”), in connection with its filing with the Securities and Exchange Commission (the “ Commission ”) of a registration statement on Form S-8 (the “ Registration Statement ”) under the Securities Act of 1933 (the “ Act ”) on the date hereof, relating to the registration by the Company of 29,662 shares of the Company’s common stock, par value $0.01 per share (the “ Securities ”), authorized for issuance pursuant to the Jasper Design Automation, Inc. 2011 Stock Incentive Plan, as assumed by the Company (the “ Plan ”) in connection with the Merger, as defined in the Merger Agreement (as defined below).

The Securities are being registered on the Registration Statement pursuant to the merger of Iceman Acquisition Corporation, a California corporation (“ Acquisition Sub ”) and a wholly owned subsidiary of Tundra Holdings, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“ Holdings ”), with and into Jasper Design Automation, Inc., a California corporation (“ Jasper ”), pursuant to an Agreement and Plan of Merger, dated as of April 18, 2014 (the “ Merger Agreement ”), by and among Jasper, the Company, Holdings (as successor-in-interest to Cadence Design Systems Leasing, Inc.), a Delaware corporation, Acquisition Sub and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as agent for the Shareholders of Jasper and other Escrow Beneficiaries, as defined in the Merger Agreement.

Cadence Design Systems, Inc.

July 23, 2014

Page 2

This opinion is being furnished to you in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

In rendering the opinion stated herein, we have examined and relied upon the following:

(a) the Registration Statement;

(b) the Restated Certificate of Incorporation of the Company, as amended, as certified by the Secretary of State of the State of Delaware;

(c) the Amended and Restated Bylaws of the Company, as certified by James J. Cowie, the Corporate Secretary of the Company;

(d) the Plan;

(e) the Merger Agreement; and

(f) certain resolutions of the Board of Directors of the Company, as certified by James J. Cowie, the Corporate Secretary of the Company.

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinion stated below.

In our examination, we have assumed the genuineness of all signatures, including endorsements, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies.

In making our examination of documents executed or to be executed, we have assumed that (i) the parties thereto, other than the Company, had or will have the power, corporate or other, to enter into and perform all obligations thereunder, (ii) the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents, and the validity and binding effect thereof on such parties, and (iii) that the consideration recited in the resolutions of the Board of Directors of the Company approving the issuance of the Securities has been received in full by the Company. In addition, we have assumed that the issuance and sale of the Securities do not violate, conflict with or constitute a default under (a) any agreement or instrument to which the Company is subject, (b) any law, rule or regulation to which the Company is subject (other than DGCL, as defined below), (c) any judicial or regulatory order or decree of any governmental authority (other than those under DGCL) or (d) any consent, approval, license, authorization or validation of, or filing, recording or registration with, any governmental authority (other than those under DGCL). As to any facts

Cadence Design Systems, Inc.

July 23, 2014

Page 3

relevant to the opinion stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.

We do not express any opinion with respect to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware (the “ DGCL ”). We do not express any opinion with respect to the law of any jurisdiction other than the DGCL or as to the effect of any other law on the opinion herein stated. The Securities may be issued from time to time on a delayed or continuous basis, and this opinion is limited to the laws, including the rules and regulations, as in effect on the date hereof, which laws are subject to change with possible retroactive effect.

Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions stated herein, we are of the opinion that when (a) the Registration Statement becomes effective under the Act and (b) the Company’s transfer agent for the Securities has appropriately registered the issuance of the Securities in the books and records of the Company, and an appropriate account statement evidencing the Securities credited to the recipient’s account maintained with said transfer agent has been issued by said transfer agent, in each case, against payment for the Securities in accordance with the Plan and the Award Agreements (as defined below), the issuance and sale of such Securities will have been duly authorized, and such Securities will be validly issued, fully paid and nonassessable.

In rendering the foregoing opinion we have assumed that:

(a) each award agreement under which options are granted or awards of Securities are made pursuant to the Plan (collectively, the “ Award Agreements ”) is consistent with the Plan and has been duly authorized, validly executed and delivered by the parties thereto; and

(b) the consideration received by the Company for each share of the Securities delivered pursuant to the Plan shall not be less than the per share par value of the Securities.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

Very truly yours,

/s/ Skadden, Arps, Slate, Meagher & Flom LLP

Exhibit 23.01

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Cadence Design Systems, Inc.:

We consent to the use of our reports dated February 20, 2014 with respect to the consolidated balance sheets of Cadence Design Systems, Inc. and subsidiaries as of December 28, 2013 and December 29, 2012, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 28, 2013, and the effectiveness of internal control over financial reporting as of December 28, 2013, incorporated herein by reference.

/s/ KPMG LLP

Santa Clara, California

July 21, 2014

Exhibit 99.01

JASPER DESIGN AUTOMATION, INC.

2011 STOCK INCENTIVE PLAN

(Adopted April 5, 2011)

TABLE OF CONTENTS


		Page
SECTION 1.	PURPOSE		1

SECTION 2.	DEFINITIONS		1

SECTION 3.	ADMINISTRATION		4

SECTION 4.	ELIGIBILITY		5

SECTION 5.	STOCK SUBJECT TO PLAN		6

SECTION 6.	TERMS AND CONDITIONS OF SALES AND AWARDS		6

SECTION 7.	TERMS AND CONDITIONS OF OPTIONS		7

SECTION 8.	ADJUSTMENT OF SHARES		9

SECTION 9.	WITHHOLDING TAXES		10

SECTION 10.	ASSIGNMENT OR TRANSFER OF OPTIONS OR SHARES		10

SECTION 11.	LEGAL REQUIREMENTS		11

SECTION 12.	NO EMPLOYMENT RIGHTS		11

SECTION 13.	DURATION AND AMENDMENTS		11

SECTION 14.	EXECUTION		12

Jasper Design Automation, Inc.

2011 Stock Incentive Plan

(Adopted April 5, 2011)

SECTION 1.

PURPOSE .

The purpose of the Plan is to offer selected Employees, Consultants and Outside Directors an opportunity to acquire a proprietary interest in the success of the Company, or to increase such interest, to encourage such selected persons to remain in the employ of the Company and to attract new Employees with outstanding qualifications. The Plan seeks to achieve this purpose by providing for awards of Restricted Shares, grants of Options (which may constitute Incentive Stock Options or Nonstatutory Stock Options) and sales of Shares of Stock. While this Plan is intended to satisfy Section 25102(o) of the California Corporations Code, awards, grants and sales may be made under this Plan in reliance upon other state securities law exemptions and to the extent another exemption is relied upon, the terms of this Plan which are required only because of Section 25102(o) need not apply to the extent provided by the Board of Directors in the Stock Option Agreement and Stock Purchase Agreement.

SECTION 2.

DEFINITIONS .

(a) “ Award ” shall mean any award of Restricted Shares under the Plan.

(b) “ Board of Directors ” shall mean the Board of Directors of the Company, as constituted from time to time.

(i) The Company is merged, consolidated or reorganized into or with another corporation or other legal person, and, as a result of such merger, consolidation or reorganization, less than fifty percent (50%) of the combined voting power of the then outstanding securities of such corporation or person immediately after such transaction are held in the aggregate by the holders of voting securities of the Company immediately prior to such transaction;

(ii) The Company sells all or substantially all of its assets to any other corporation or other legal person, and as a result of such merger, consolidation or reorganization, less than fifty percent (50%) of the combined voting power of the then outstanding securities of such corporation or person immediately after such transaction are held in the aggregate by the holders of voting securities of the Company immediately prior to such sale; or

(iii) Any person (as the term “person” is used in Section 13(d)(30) or Section 14(d)(2) of the Exchange Act) has become the beneficial owner (as the term “beneficial owner” is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) representing fifty percent (50%) or more of the combined voting power of the then-outstanding voting securities of the Company.

The term “Change in Control” shall not include a transaction the sole purpose of which is to change the state of the Company’s incorporation, to form a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction, or the Company’s initial public offering.

(d) “ Code ” shall mean the Internal Revenue Code of 1986, as amended.

(e) “ Committee ” shall mean a committee of the Board of Directors which is authorized to administer the Plan under Section 3.

(f) “ Company ” shall mean Jasper Design Automation, Inc., a California corporation.

(g) “ Consultant ” shall mean a consultant, advisor or other independent contractor who performs services for the Company, a Parent or a Subsidiary.

(h) “ Employee ” shall mean an employee on the payroll records of the Company, a Parent or a Subsidiary.

(i) “ Exchange Act ” means the Securities and Exchange Act of 1934, as amended.

(j) “ Exercise Price ” shall mean the amount for which one Share may be purchased upon exercise of an Option, as specified by the Board of Directors in the applicable Stock Option Agreement.

(k) “ Fair Market Value ” means the market price of Shares, determined by the Board of Directors as follows:

(i) If the Shares were traded over-the-counter on the date in question but were not traded on the Nasdaq Stock Market or the Nasdaq National Market System, then the Fair Market Value shall be equal to the mean between the last reported representative bid and asked prices quoted for such date by the principal automated inter-dealer quotation system on which the Shares are quoted or, if the Shares are not quoted on any such system, by the “Pink Sheets” published by the National Quotation Bureau, Inc.;

(ii) If the Shares were traded over-the-counter on the date in question and were traded on the Nasdaq Stock Market or the Nasdaq National Market System, then the Fair Market Value shall be equal to the last-transaction price quoted for such date by the Nasdaq Stock Market or the Nasdaq National Market;

(iii) If the Shares were traded on a stock exchange on the date in question, then the Fair Market Value shall be equal to the closing price reported by the applicable composite transactions report of that exchange for such date; and

(iv) If none of the foregoing provisions is applicable, then the Fair Market Value shall be determined by the Board of Directors in good faith on such basis as it deems appropriate.

In all cases, the determination of Fair Market Value by the Board of Directors shall be conclusive and binding on all persons.

(l) “ Incentive Stock Option ” or “ ISO ” shall mean an employee incentive stock option described in Code Section 422(b).

(m) “ Nonstatutory Option ” or “ NSO ” shall mean a stock option that is not an ISO. NSO is equivalent to NQO used in the earlier version of this Plan.

(n) “ Offeree ” shall mean an individual to whom the Board of Directors has offered the right to acquire Shares under the Plan (other than upon exercise of an Option).

(o) “ Option ” shall mean an Incentive Stock Option or Nonstatutory Option granted under the Plan and entitling the holder to purchase Shares.

(p) “ Optionee ” shall mean an individual or estate who holds an Option.

(q) “ Outside Director ” shall mean a member of the Board of Directors of the Company, a Parent or a Subsidiary who is not an Employee of the Company, Parent or a Subsidiary, or an affiliate of such Director.

(r) “ Parent ” shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date.

(s) “ Plan ” shall mean this Jasper Design Automation, Inc. 2011 Stock Incentive Plan.

(t) “ Purchase Price ” shall mean the consideration for which one Share may be acquired under the Plan (other than upon exercise of an Option), as specified by the Board of Directors.

(u) “ Purchaser ” shall mean an eligible individual or entity who has acquired Stock under the Plan whether through an Award, exercise of an Option, or by purchase.

(v) “ Restricted Share ” shall mean a Share sold or awarded to an eligible individual or entity which is nontransferable and subject to substantial risk of forfeiture until restrictions lapse.

(w) “ Service ” shall mean service as an Employee, a Consultant or an Outside Director.

(x) “ Share ” shall mean one share of Stock, as adjusted in accordance with Section 8 (if applicable).

(y) “ Stock ” shall mean the common stock of the Company.

(z) “ Stock Option Agreement ” shall mean the agreement between the Company and an Optionee which contains the terms, conditions and restrictions pertaining to his or her Option.

(aa) “ Stock Purchase Agreement ” shall mean the agreement between the Company and an Offeree who purchases or is awarded Shares under the Plan which contains the terms, conditions and restrictions pertaining to the acquisition of such Shares.

(bb) “ Subsidiary ” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.

SECTION 3.

ADMINISTRATION

(a) Committees of the Board of Directors . The Plan may be administered by one or more Committees appointed by the Board of Directors comprised of two or more members of the Board of Directors. Each Committee shall have such authority and be responsible for such functions as the Board of Directors has assigned to it. If no Committee has been appointed, the entire Board of Directors shall administer the Plan. If the Stock becomes publicly traded, then any such Committee shall be comprised solely of two or more Outside Directors.

(b) Board of Directors Responsibilities . Subject to the provisions of the Plan, the Board of Directors shall have full authority and discretion to take any actions it deems necessary or advisable for the administration of the Plan. All decisions, interpretations and other actions of the Board of Directors shall be final and binding on all Offerees, Optionees and Purchasers and all persons deriving their rights from an Offeree, Optionee or Purchaser. The Board of Directors has and may exercise such power and authority as may be necessary or appropriate for the Board of Directors to carry out its functions as described in the Plan. The Board of Directors has authority in its discretion to determine to whom Options or Awards shall be granted, or who shall be eligible to purchase Shares, and the time or times at which Awards, Options and sales shall be made, and the number of Shares subject to each Award, Option or sale, subject to the express provisions of the respective Stock Purchase or Stock Option Agreements (which need not be identical). The Board of Directors may make all other determinations necessary or advisable for Plan administration and has authority to prescribe, amend and rescind rules and regulations relating to the Plan. All interpretations, determinations and actions by the Board of Directors will be final, conclusive and binding upon all Offerees, Optionees, Purchasers and persons deriving rights therefrom.

Board of Directors Liability . No member of the Board of Directors or the Committee will be liable for any action or determination made in good faith with respect to the Plan or any Award or Option granted or sale made under the Plan.

(c) Financial Reports . The Company will provide financial statements to each Offeree, Optionee or Purchaser annually during the period such individual has Awards outstanding, or as otherwise required under Section 260.140.46 of Title 10 of the California Code of Regulations. Notwithstanding the foregoing, the Company will not be required to provide such financial statements to Offerees, Optionees or Purchasers when issuance of Awards is limited to key employees whose services in connection with the Company assure them access to equivalent information. Such financial statements need not be audited. If the Company is relying on the exemption from registration under Section 12(g) of the Exchange Act pursuant to Rule 12h-1(f)(1) promulgated under the Exchange Act, then the Company shall provide the Required Information (as defined below) in the manner required by Rule 12h-1(f)(1) to all optionees every six months until the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or is no longer relying on the exemption pursuant to Rule 12h-1(f)(1); provided, that , prior to receiving access to the Required Information the optionee must agree to keep the Required Information confidential pursuant to a written agreement in the form provided by the Company. For purposes of this Section 3(d), “ Required Information ” means the information described in Rules 701(e)(3), (4) and (5) under the Securities Act, with the financial statements being as of a date not more than 180 days before the sale of securities to which it relates.

SECTION 4.

ELIGIBILITY .

(a) General Rule . Only Employees, Consultants and Outside Directors shall be eligible to receive Options or Awards, or to purchase Shares under the Plan. Only Employees shall be eligible for the grant of ISOs. Notwithstanding the above, the Board of Directors may approve grants of Options or Awards to persons who are expected to become Employees, Consultants, or Outside Directors, but are not Employees, Consultants, or Outside Directors at the date of award or grant, with such award or grant to specify whether it is effective immediately or effective only on such person becoming an Employee, Consultant, or Outside Director.

(b) Ten Percent Stockholders . An Employee, Consultant or Outside Director who owns more than ten percent (10%) of the total combined voting power of all classes of outstanding stock of the Company, a Parent or Subsidiary shall not be eligible for an Award, a grant of an Option or to purchase Shares unless (i) the Exercise Price for an ISO is at least one hundred ten percent (110%) of the Fair Market Value of a Share on the date of grant, (ii) the Purchase Price of Shares is at least one hundred percent (100%) of the Fair Market Value of a Share on the date of grant and (iii) in the case of an ISO, such ISO by its terms is not exercisable after the expiration of five (5) years from the date of grant.

(c) Attribution Rules . For purposes of Subsection (b) above, in determining stock ownership, an Employee, Consultant or Outside Director shall be deemed to own the stock owned, directly or indirectly, by or for his brothers, sisters, spouse, ancestors and lineal descendants. Stock owned, directly or indirectly, by or for a corporation, partnership, estate or trust shall be deemed to be owned proportionately by or for its stockholders, partners or beneficiaries. Stock with respect to which such Employee, Consultant or Outside Director holds an Option shall not be counted.

(d) Outstanding Stock . For purposes of Subsection (b) above, “outstanding stock” shall include all stock actually issued and outstanding immediately after the grant. “Outstanding stock” shall not include shares authorized for issuance under outstanding Options held by the Employee, Consultant or Outside Director or by any other person.

SECTION 5.

STOCK SUBJECT TO PLAN .

(a) Basic Limitation . Shares offered under the Plan shall be 3,000,000 authorized but unissued Shares.

In any event, the number of Shares which are subject to Awards, Options or other rights outstanding at any time under the Plan shall not exceed the number of Shares which then remain available for issuance under the Plan. The Company, during the term of the Plan, shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan.

(b) Additional Shares . In the event that any outstanding Option or other right for any reason expires or is canceled, the Shares allocable to the unexercised portion of such Option or other right shall again be available for the purposes of the Plan. If a Restricted Share is forfeited or repurchased, then such Restricted Share shall again become available for award under the Plan.

SECTION 6.

TERMS AND CONDITIONS OF SALES AND AWARDS .

(a) Stock Purchase Agreement . Each Award or sale of Shares under the Plan shall be evidenced by a Stock Purchase Agreement between the Offeree or Optionee and the Company. Such Award or sale shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Board of Directors deems appropriate for inclusion in a Stock Purchase Agreement. The provisions of the various Stock Purchase Agreements entered into under the Plan need not be identical.

(b) Duration of Offers . Any right to acquire Shares under the Plan (other than an Option) shall automatically expire if not exercised by the Offeree within thirty (30) days after the grant of such right was communicated to the Offeree by the Board of Directors.

(c) Purchase Price . Unless otherwise permitted by applicable law, the Purchase Price of Shares to be offered under the Plan shall be determined by the Board of Directors in its sole discretion. The Purchase Price shall be payable in a form described in Subsection (d) below.

(d) Payment for Shares . The entire Purchase Price of Shares issued under the Plan shall be payable in lawful money of the United States of America at the time when such Shares are purchased, except as provided below. Notwithstanding any other provision of the Plan, Shares may, in the discretion of the Board of Directors, be awarded or sold under the Plan in consideration of Services previously rendered to the Company, a Parent or a Subsidiary prior to the Award or sale. Permissible forms of payment, in addition to cash, are:

(i) Surrender of Stock . To the extent that a Stock Purchase Agreement so provides, payment may be made all or in part with Shares which have already

been owned by the Offeree or the Offeree’s representative for any time period specified by the Board of Directors and which are surrendered to the Company in good form for transfer. Such Shares shall be valued at their Fair Market Value on the date when the new Shares are purchased under the Plan.

(ii) Promissory Notes . To the extent that a Stock Purchase Agreement so provides, payment may be made all or in part with a full recourse promissory note executed by the Offeree. The interest rate and other terms and conditions of such note shall be determined by the Board of Directors. The Board of Directors may require that the Offeree pledge his or her Shares to the Company for the purpose of securing the payment of such note. In no event shall the stock certificate(s) representing such Shares be released to the Offeree until such note is paid in full.

(iii) Other Forms of Payment . To the extent provided in the Stock Purchase Agreement, payment may be made in any other form that is consistent with applicable laws, regulations and rules, including payment for past services.

(e) Restrictions on Transfer of Shares . Any Shares awarded or sold under the Plan shall be subject to such special forfeiture conditions, rights of repurchase, rights of first refusal and other transfer restrictions as the Board of Directors may determine. Such restrictions shall be set forth in the applicable Stock Purchase Agreement and shall apply in addition to any restrictions that may apply to holder of Shares generally.

(f) Effect of Change in Control/Acceleration . The Board of Directors may determine at the time of making an Award or sale or thereafter, that restrictions on the Restricted Shares shall lapse, in whole or in part, in the event that a Change in Control occurs with respect to the Company or otherwise.

SECTION 7.

TERMS AND CONDITIONS OF OPTIONS .

(a) Stock Option Agreement . Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Board of Directors deems appropriate for inclusion in a Stock Option Agreement. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical.

(b) Number of Shares . Each Stock Option Agreement shall specify the number of Shares that are subject to the Option and shall provide for the adjustment of such number in accordance with Section 8. The Stock Option Agreement shall also specify whether the Option is an ISO or a Nonstatutory Option.

(c) Exercise Price . Each Stock Option Agreement shall specify the Exercise Price. The Exercise Price of an ISO shall not be less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant, and may have a higher Exercise Price as provided in Section 4(b). The Exercise Price of a Nonstatutory Option shall be determined by the Board of Directors in its sole discretion. The Exercise Price shall be payable in a form described in Subsection (h) below.

(d) Exercisability . Each Stock Option Agreement shall specify the date when all or any installment of the Option is to become exercisable. The exercisability of any Option shall be determined by the Board of Directors in its sole discretion.

(e) Effect of Change in Control/Acceleration . The Board of Directors may determine, at the time of granting an Option or thereafter, whether, and under what circumstances, such Option shall become fully exercisable as to all Shares subject to such Option in the event that a Change in Control occurs with respect to the Company before the Optionee’s Service with the Company terminates or otherwise.

(f) Term . The Stock Option Agreement shall specify the term of the Option. The term shall not exceed ten (10) years from the date of grant (or five (5) years for ten percent (10%) stockholders as provided in Section 4(b)). Subject to the preceding sentence, the Board of Directors at its sole discretion shall determine when an Option is to expire.

(g) Exercise of Options on Termination of Service . Each Option shall set forth the extent to which the Optionee shall have the right to exercise the Option following termination of the Optionee’s Service with the Company and its Subsidiaries. Such provisions shall be determined in the sole discretion of the Board of Directors, need not be uniform among all Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of employment. Notwithstanding the foregoing, to the extent required by applicable law, each Option shall provide that the Optionee shall have the right to exercise the vested portion of any Option held at termination for at least thirty (30) days following termination of Service with the Company for any reason, and that the Optionee shall have the right to exercise the Option for at least six months if the Optionee’s Service terminates due to death or Disability.

(h) Payment of Option Shares . The entire Exercise Price of Shares issued under the Plan shall be payable in lawful money of the United States of America at the time when such Shares are purchased, except as provided below:

(i) Surrender of Stock . To the extent that a Stock Option Agreement so provides, payment may be made all or in part with Shares which have already been owned by the Optionee or the Optionee’s representative for any time period specified by the Board of Directors and which are surrendered to the Company in good form for transfer or their ownership is affirmed by the Optionee. Such Shares shall be valued at their Fair Market Value on the date when the new Shares are purchased under the Plan.

(ii) Promissory Notes . To the extent that a Stock Option Agreement or Stock Purchase Agreement so provides, payment may be made all or in part with a full recourse promissory note executed by the Optionee or Offeree. The interest rate and other terms and conditions of such note shall be determined by the Board of Directors. The Board of Directors may require that the Optionee or Offeree pledge his or her Shares to the Company for the purpose of securing the payment of such note. In no event shall the stock certificate(s) representing such Shares be released to the Optionee or Offeree until such note is paid in full.

(iii) Cashless Exercise . To the extent that a Stock Option Agreement so provides and a public market for the Shares exists, payment may be made all or in part by delivery (on a form prescribed by the Board of Directors) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Exercise Price.

(i) Other Forms of Payment . To the extent provided in the Stock Option Agreement, payment may be made in any other form that is consistent with applicable laws, regulations and rules.

(j) No Rights as a Stockholder . An Optionee, or a transferee of an Optionee, shall have no rights as a stockholder with respect to any Shares covered by an Option until the date of the issuance of a stock certificate for such Shares.

(k) Modification, Extension and Assumption of Options . Within the limitations of the Plan, the Board of Directors may modify, extend or assume outstanding Options or may accept the cancellation of outstanding Options (whether granted by the Company or another issuer) in return for the grant of new Options for the same or a different number of Shares and at the same or a different Exercise Price or for other consideration.

SECTION 8.

ADJUSTMENT OF SHARES .

(a) General . In the event of a subdivision of the outstanding Stock, a declaration of a dividend payable in Shares, a combination or consolidation of the outstanding Stock into a lesser number of Shares, a recapitalization, a reclassification or a similar occurrence, the Board of Directors shall make appropriate adjustments in one or more of (i) the number of Shares available for future Awards under Section 5, (ii) the number of Shares covered by each outstanding Option or Purchase Agreement or (iii) the Exercise Price or Purchase Price under each outstanding Option or Stock Purchase Agreement.

(b) Reorganizations . In the event that the Company is a party to a merger or reorganization, outstanding Options shall be subject to the agreement of merger or reorganization, which may, without the Optionee’s consent, provide for the assumption, or substitution of outstanding Options by the surviving corporation or its parent, the payment of a cash settlement for exercisable options equal to the difference between the amount to be paid for one Share under such agreement and the exercise price for one Share under the Option, and for the cancellation of Options not exercised or settled.

(c) Reservation of Rights . Except as provided in this Section 8, an Optionee, an Offeree, or Purchaser shall have no rights by reason of (i) any subdivision or consolidation of shares of stock of any class, (ii) the payment of any dividend or (iii) any other increase or decrease in the number of shares of stock of any class. Any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of Shares, Exercise Price or Purchase Price of Shares subject to an Option or Stock Purchase Agreement. The grant

of an Award pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

SECTION 9.

WITHHOLDING TAXES .

(a) General . To the extent required by applicable federal, state, local or foreign law, a Purchaser or Optionee or his or her successor shall make arrangements satisfactory to the Board of Directors for the satisfaction of any withholding tax obligations that arise in connection with the Plan. The Company shall not be required to issue any Shares or make any cash payment under the Plan until such obligations are satisfied.

(b) Share Withholding . The Board of Directors may permit a Purchaser or Optionee to satisfy all or part of his or her withholding or income tax obligations by having the Company withhold all or a portion of any Shares that otherwise would be issued to him or her or by surrendering all or a portion of any Shares that he or she previously acquired. Such Shares shall be valued at their Fair Market Value on the date when taxes otherwise would be withheld in cash. Any payment of taxes by assigning Shares to the Company may be subject to restrictions, including any restrictions required by rules of any federal or state regulatory body or other authority.

(c) Cashless Exercise/Pledge . The Board of Directors may provide that if Shares are publicly traded at the time of exercise, arrangements may be made to meet the Optionee’s withholding obligation by cashless exercise or pledge.

(d) Other Forms of Payment . The Board of Directors may permit such other means of tax withholding as it deems appropriate.

SECTION 10.

ASSIGNMENT OR TRANSFER OF OPTIONS OR SHARES .

(a) General . An Option granted under the Plan or Shares acquired under the Plan shall not be anticipated, assigned, attached, garnished, optioned, transferred or made subject to any creditor’s process, whether voluntarily, involuntarily or by operation of law, except as approved by the Board of Directors. ISOs shall not be transferable. While any Shares are subject to California Corporations Code § 25102(o), Offerees and Optionees may not transfer their rights to purchase Shares under the Plan except by will or the laws of descent and distribution.

(b) Trusts . Neither this Section 10 nor any other provision of the Plan shall preclude a Stockholder from transferring or assigning NSOs or Restricted Shares to (a) the trustee of a trust that is revocable by such Optionee or stockholder alone, both at the time of the transfer or assignment and at all times thereafter prior to such stockholder’s death, or (b) the trustee of any other trust to the extent approved by the Board of Directors in writing. A transfer or assignment of NSOs or Restricted Shares from such trustee to any other person than such Optionee or stockholder shall be permitted only to the extent approved in advance by the Board of Directors in writing, and NSOs or Restricted Shares held by such trustee shall be subject to all the conditions and restrictions set forth in the Plan and in the applicable Stock Purchase Agreement, as if such trustee were a party to such Agreement.

SECTION 11.

LEGAL REQUIREMENTS .

Shares shall not be issued under the Plan unless the issuance and delivery of such Shares complies with (or is exempt from) all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange on which the Company’s securities may then be listed.

SECTION 12.

NO EMPLOYMENT RIGHTS .

No provision of the Plan, nor any right or Option granted under the Plan, shall be construed to give any person any right to become or to be treated as an Employee, or to remain in the Service of the Company. The Company and its Subsidiaries reserve the right to terminate any person’s Service at any time and for any reason.

SECTION 13.

DURATION AND AMENDMENTS .

(a) Term of the Plan . The Plan, as set forth herein, shall become effective on the date of its adoption by the Board of Directors, subject to the approval of the Company’s stockholders. In the event that the stockholders fail to approve the Plan within twelve (12) months after its adoption by the Board of Directors, any grants already made shall be null and void, and no additional grants shall be made after such date. The Plan shall terminate automatically ten (10) years after its adoption by the Board of Directors and may be terminated on any earlier date pursuant to Subsection (b) below.

(b) Right to Amend or Terminate the Plan . The Board of Directors may amend the Plan at any time and from time to time. Rights and obligations under any right or Option granted before amendment of the Plan shall not be materially altered, or impaired adversely, by such amendment, except with consent of the person to whom the right or Option was granted. An amendment of the Plan shall be subject to the approval of the Company’s stockholders only to the extent required by applicable laws, regulations or rules including the rules of any applicable exchange.

(c) Effect of Amendment or Termination . No Shares shall be issued or sold under the Plan after the termination thereof, except upon exercise of an Option granted prior to such termination. The termination of the Plan, or any amendment thereof, shall not affect any Shares previously issued or any Option previously granted under the Plan.

SECTION 14.

EXECUTION .

To record the adoption of the Plan by the Board of Directors on April 5, 2011, effective on such date, the Company has caused its authorized officer to execute the same.

Exhibit 99.02

F ORM OF

C ADENCE D ESIGN S YSTEMS , I NC .

I NCENTIVE S TOCK A WARD A GREEMENT

J ASPER D ESIGN A UTOMATION , I NC . 2011 S TOCK I NCENTIVE P LAN (“P LAN ”)

Cadence Design Systems, Inc. (the “Company”), pursuant to the Plan, hereby grants the Participant named below (the “Participant”) an Incentive Stock Award (the “Award”) as set forth below. The Award is subject to the terms and conditions set forth in this Incentive Stock Award Agreement (the “Agreement”), and in the Plan located on the Employee Stock Services Website (located at http://ess.cadence.com ). Capitalized terms that are not defined herein shall have the meanings set forth in the Plan; provided that references to the “Company” in the Plan shall be deemed to be references to Cadence Design System, Inc., and references to “Affiliate” shall mean any parent corporation or subsidiary corporation of the Company, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.

Participant:

ID Number:

Incentive Stock Award Number:

Date of Award:

Vesting Commencement Date:

Number of Shares Subject to Incentive Stock Award:

Vesting Schedule :

Confidentiality . At all times during the Participant’s employment or service to the Company or the Affiliate employing or engaging the Participant (the “Employer”) and thereafter, the Participant will hold in strictest confidence and will not disclose the amount or terms of this Agreement unless an officer of the Company expressly authorizes such in writing, except to the Participant’s family members, tax advisors and attorneys on a need-to-know basis and as long as they agree to strictly maintain the confidentiality of this Agreement. The Participant understands that he or she may be subject to discipline, up to and including the immediate termination of his or her employment, if the Participant breaches his or her obligations under the immediately preceding sentence.

Status of Award . On the Date of Award, the total number of Shares subject to the Award, as set forth above, will be issued in the Participant’s name and will be deposited into an escrow account with the Company’s designated stock transfer agent, pending vesting of the Shares. The Shares are subject to forfeiture until the Awards have vested and the restrictions on the Shares have lapsed in accordance with the Vesting Schedule (as set forth above) and the terms and conditions set forth in this Agreement. The Participant shall have all voting rights and rights to dividends and other distributions with respect to such Shares as of the Date of Award. The Company will determine whether any such dividends or distributions will be automatically reinvested in additional Shares or will be payable in cash; provided that such additional Shares and/or cash shall be subject to the same restrictions and vesting conditions as the Shares with respect to which they were distributed. In addition, any dividends or distributions payable in cash shall be withheld and paid to the Participant only as and when such vesting conditions are satisfied in the manner determined by the Company at its sole discretion.

Continuous Status . “Continuous Status” shall mean the absence of any interruption or termination of service, whether as an Employee or Consultant. The Board shall determine whether Continuous Status as an Employee or Consultant shall be considered interrupted in the case of: (i) any approved leave of absence, including sick leave, military leave or any other personal leave; or (ii) transfers between the Company, Affiliates or their successors. Continuous Status as an Employee or Consultant shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders service to the Company or any Affiliate, provided that there is no interruption or termination thereof.

Vesting Restrictions . On the applicable vesting date, the restrictions on each Share (subject to adjustment under the Plan) shall lapse and the Shares made available to the Participant or, in the event of the Participant’s death, to the Participant’s estate or heirs, provided that the Participant has remained in Continuous Status as an Employee or Consultant through such vesting date, has satisfied all obligations with regard to the Tax-Related Items (as defined below) in connection with the Award, and that the Participant has completed, signed and returned any documents and taken any additional action that the Company deems appropriate to enable it to accomplish the delivery of such Shares. No fractional Shares will be issued under this Agreement.

Termination of Continuous Status as an Employee or Consultant . In the event of the termination of the Participant’s Continuous Status as an Employee or Consultant (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or providing services, or the terms of the Participant’s employment or service agreement, if any) for any reason, other than his or her death, the Participant’s Award shall immediately cease to vest and any rights to the underlying Shares shall be forfeited on the effective date of termination of his or her Continuous Status as an Employee or Consultant. The Participant’s Continuous Status as an Employee or Consultant will terminate effective as of the date the Participant is no longer providing services as an Employee or Consultant, with such date being as of the end of any notice period mandated under the local laws or provided for in the Participant’s employment agreement (if applicable). The Board (as defined below) shall have the exclusive discretion to determine when the Participant’s Continuous Status as an Employee or Consultant has terminated for purposes of the Award.

Upon termination of the Participant’s Continuous Status as an Employee or Consultant, any Shares forfeited by the Participant shall be surrendered to the Company without payment of any consideration to the Participant.

Death of Participant . In the event of the Participant’s death before all the Shares subject to the Award have vested, if the Participant shall have been in Continuous Status as an Employee or Consultant since the Date of Award, the number of Shares scheduled to vest on the next vesting date shall be deemed to have vested immediately prior to the Participant’s death.

Board Authority . Any question concerning the interpretation of this Agreement or the Plan, any adjustments required to be made under the Plan, and any controversy that may arise under the Plan or this Agreement shall be determined by the Company’s Board of Directors or a committee of directors designated by the Board pursuant to Section 3(a) of the Plan (including any subcommittee or other person(s) to whom the committee has delegated its authority) in its sole and absolute discretion (collectively, the “Board”). Such decision shall be final and binding.

Transfer Restrictions . Except as set forth in Section 10 of the Plan, any sale, transfer, assignment, encumbrance, pledge, hypothecation, conveyance in trust, gift, transfer by bequest, devise or descent, or other transfer or disposition of any kind, whether voluntary or by operation of law, directly or indirectly, of Shares subject to the Award prior to the date the restrictions on the Shares lapsed and the Shares are made available to the Participant pursuant to this Agreement shall be strictly prohibited and void.

Securities Law Compliance . The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales or other subsequent transfers of any Shares issued as a result of or under the Award, including without limitation (i) restrictions under an insider trading policy, (ii) restrictions that may be necessary in the absence of an effective registration statement under the Securities Act or any other similar applicable law (whether U.S. or foreign law) covering the Award and/or the Shares subject to the Award, and (iii) restrictions as to the use of a specified brokerage firm or other agent for such resales or other transfers. Any sale of the Shares must also comply with other applicable laws and regulations governing the sale of such Shares.

Insider Trading . By participating in the Plan, the Participant agrees to comply with the Company’s policy on insider trading (to the extent that it is applicable to the Participant). Further, the Participant acknowledges that the Participant’s country of residence may also have laws or regulations governing insider trading and that such laws or regulations may impose additional restrictions on the Participant’s ability to participate in the Plan ( e.g. , acquiring or selling Shares) and that the Participant is solely responsible for complying with such laws or regulations.

Certain Conditions of the Award . In accepting the Award, the Participant acknowledges and agrees that:

(a)

The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;

(b)

The grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future grants of awards, or benefits in lieu of awards, even if awards have been granted in the past;

(c)

All decisions with respect to future award grants, if any, will be at the sole discretion of the Company;

(d)

The Participant’s participation in the Plan shall not create a right to further Continuous Status as an Employee or Consultant and shall not interfere with the ability of the Company (or any Affiliate) to terminate the Participant’s Continuous Status as an Employee or Consultant at any time;

(e)

The Award and the Participant’s participation in the Plan will not be interpreted to form an employment contract or service contract or relationship with the Company or any Affiliate;

(f)

The Participant is voluntarily participating in the Plan;

(g)

the Award and the Shares subject to the Award, and the income and value of the same, are not intended to replace any pension rights or compensation;

(h)

The Award and the Shares subject to the Award, and the income and value of the same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or payments or welfare benefits or similar payments;

(i)

The future value of the Shares subject to the Award is unknown and cannot be predicted with certainty; and

(j)

Unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares.

Tax Withholding .

(a)

Responsibility for Taxes . Regardless of any action taken by the Company or the Employer with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (the “Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including but not limited to, the grant, vesting or settlement of the Award, the subsequent sale of Shares acquired pursuant to such settlement, or the receipt of any dividends, and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant has become subject to tax in more than one jurisdiction between the Date of Award and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

The Company may refuse to make available the Shares or the proceeds of the sale of Shares if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

(b)

Withholding in Shares . Subject to applicable local law and to the extent that the Company or the Employer is required to withhold Tax-Related Items with respect to the Award, the Company shall require the Participant to satisfy his or her obligation for Tax-Related Items by deducting from the Shares otherwise deliverable to the Participant in settlement of the Award a number of whole Shares having a Fair Market Value, as defined in the Plan as of the date on which the Tax-Related Items arise, not in excess of the amount of such Tax-Related Items.

To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. For tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan.

(c)

Alternative Withholding Methods . Provided local law prevents the Company from withholding in Shares, the Company may satisfy its obligations for Tax-Related Items by:

(i)

withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or

(ii)

withholding from proceeds of the sale of Shares made available upon vesting of the Award either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization).

Delivery of Documents and Notices . Any document relating to participation in the Plan or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for the Participant by the Company or an Affiliate, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service, with postage and fees prepaid, addressed to the other party at the address shown below that party’s signature to this Agreement or at such other address as such party may designate in writing from time to time to the other party.

(a)

Description of Electronic Delivery. The Plan documents, which may include but do not necessarily include: the Plan, the Grant Notice, this Agreement, including the Appendix, the Plan Prospectus, and any reports of the Company provided generally to the Company’s stockholders, may be delivered to the Participant electronically. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company.

(b)

Consent to Electronic Delivery. The Participant acknowledges that the Participant has read the “Delivery of Documents and Notices” section of this Agreement and consents to the electronic delivery of the Plan documents and Agreement, as described in this section. The Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated third party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. The Participant may revoke his or her consent to the electronic delivery of documents described in this section or may change the electronic mail address to which such documents are to be delivered (if the Participant has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. Finally, the Participant understands that he or she is not required to consent to electronic delivery of documents as described in this section.

Language . If the Participant has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

Severability . The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

Governing Law and Venue . This Agreement shall be construed, interpreted and enforced in accordance with the laws of the State of Delaware, without regard to its conflict of laws rules. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or this Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of Santa Clara County, California, or the federal courts for the United States for the Northern District of California, and no other courts, where this grant is made and/or to be performed.

Imposition of Other Requirements . The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Award and on any Shares acquired under the Plan, to the extent

the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

Waiver . The Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant or any other participant.

[ signature page follows ]

Acceptance . Your right to the Award will be forfeited unless you accept and acknowledge below within 30 days, unless, however, you have received an extension from the Company in writing.


C ADENCE D ESIGN S YSTEMS , I NC .

By:

Name:

Title:

Date:

A CKNOWLEDGED AND A GREED

By:

Name:

Date:

Exhibit 99.03

F ORM OF

C ADENCE D ESIGN S YSTEMS , I NC .

N ONSTATUTORY S TOCK O PTION A GREEMENT

J ASPER D ESIGN AUTOMATION , I NC . 2011 S TOCK I NCENTIVE P LAN (“P LAN ”)

Cadence Design Systems, Inc. (the “Company”), pursuant to the Plan, hereby grants you an option (your “Option”) to purchase the number of shares of the Company’s Common Stock set forth below on the terms set forth in this Nonstatutory Stock Option Agreement (“Option Agreement”) and the Nonstatutory Stock Option Terms (“Option Terms”), (collectively, the Option Agreement and the Option Terms are referred to herein as this “Agreement”). Your Option is also subject to the terms and conditions set forth in the Plan and the Notice of Exercise located on the Employee Stock Services Website (located at http://ess.cadence.com).

Capitalized terms that are not defined herein shall have the meaning set forth in the Plan; provided that references to the “Company” in the Plan shall be deemed to be references to Cadence Design Systems, Inc. and references to “Affiliate” shall mean any parent corporation or subsidiary corporation of the Company, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code. “Continuous Status” as used herein shall mean the absence of any interruption or termination of service, whether as an Employee or Consultant. The Board shall determine whether Continuous Status as an Employee or Consultant shall be considered interrupted in the case of: (i) any approved leave of absence, including sick leave, military leave or any other personal leave; or (ii) transfers between the Company, Affiliates or their successors. Continuous Status as an Employee or Consultant shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders service to the Company or any Affiliate, provided that there is no interruption or termination thereof.

Optionholder:

ID Number:

Nonstatutory Stock Option Grant Number:

Date of Grant:

Vesting Commencement Date:

Number of Shares Subject to Option:

Exercise Price Per Share:

Expiration Date:


Vesting Schedule:		Provided that you maintain your Continuous Status as an Employee or Consultant, your Option shall vest as follows:

Payment:		By one or a combination of the following (described in the Option Terms):

		By cash or check

		Pursuant to a Regulation T Program or other “cashless” exercise program (unless otherwise provided in the Appendix)

Acceptance: If you do not notify the Company to the contrary within 30 days of the date of this Agreement noted below, you will be deemed to have (i) received a copy of, and reviewed the terms and conditions contained in this Agreement, the Plan and the Notice of Exercise, (ii) accepted your Option, including the terms and conditions set forth in these documents, and (iii) agreed that as of the Date of Grant, these documents set forth the entire understanding between you and the Company regarding your Option.

Rejection: If you do not wish to accept your Option, including the terms and conditions of this Agreement, you must notify the Company via e-mail to within 30 days after the date of this Agreement noted below. Within two business days after your email, you will receive a return e-mail from Stock Administration confirming your rejection of your Option. If a confirmation is not received within two business days, call . You must ensure that you receive confirmation of your rejection, or you will be deemed to have accepted your Option and the terms and conditions of this Agreement. By notifying the Company that you do not accept your Option, you will be electing to refuse the grant and your Option grant will be cancelled without any liability to you.


C ADENCE D ESIGN S YSTEMS , I NC .

By:

Date:

C ADENCE D ESIGN S YSTEMS , I NC .

N ONSTATUTORY S TOCK O PTION T ERMS

Jasper Design Automation, Inc. 2011 Stock Incentive Plan

Pursuant to your Nonstatutory Stock Option Agreement (“Option Agreement”) and these Nonstatutory Stock Option Terms (“Option Terms” and collectively, this “Agreement”), C ADENCE D ESIGN S YSTEMS , I NC . , a Delaware corporation (the “Company”) has granted you an option (your “Option”) under the Jasper Design Automation, Inc. 2011 Stock Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock (“Shares”) indicated in your Option Agreement at the exercise price indicated in your Option Agreement. The Plan is incorporated herein by reference. Defined terms not explicitly defined in this Agreement but defined in the Plan shall have the meaning ascribed to such terms in the Plan.

The details of your Option are as follows:

1. Nature of Your Option . Your Option is a nonstatutory stock option and is not intended to qualify as an incentive stock option as defined in Section 422 of the Code.

2. Exercise of Option . Your Option shall be exercisable during its term in accordance with this Agreement and the Plan as follows:

a. Vesting; Right to Exercise . Subject to the limitations contained herein, your Option will vest and be exercisable as provided in this Agreement.

i. Your Option may not be exercised for a fraction of a Share.

ii. In the event of your death, disability or other termination of your Continuous Status as an Employee or Consultant as an Employee or Consultant, the exercisability of your Option is governed by the Plan and Sections 5, 6 and 7 below.

iii. If your Continuous Status as an Employee or Consultant as an Employee or Consultant is not considered interrupted in the case of a leave of absence, then unless otherwise designated by the Company or required by law, the period of the leave of absence shall not be treated as service for the purpose of vesting (that is, the Shares shall not vest during the period of the leave of absence but your Option shall remain exercisable to the extent that the Shares were vested at the time that the leave of absence commenced).

b. Method of Exercise . Your Option shall be exercisable in accordance with the procedures set forth on the Company’s Employee Stock Services website located at: http://ess.cadence.com .

c. Withholding Taxes . Regardless of any action the Company or your employer takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the your participation in the Plan and legally applicable to you (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or your employer. You further acknowledge that the Company and/or your employer (i) make no representations or undertakings

regarding the treatment of any Tax-Related Items in connection with any aspect of your Option, including, but not limited to, the grant, vesting or exercise of your Option, the subsequent sale of Shares acquired pursuant to such exercise or the receipt of any dividends, and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of your Option to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you have become subject to tax in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, you acknowledge that the Company and/or your employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Prior to the relevant taxable or tax withholding event, as applicable, you agree to pay or make adequate arrangements satisfactory to the Company and/or your employer to satisfy all Tax-Related Items. In this regard, you authorize the Company and/or your employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from wages or other cash compensation paid to you by the Company and/or your employer; or (ii) withholding from proceeds of the sale of Shares acquired at exercise of your Option either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization).

Depending on the method of withholding, the Company and/or your employer may withhold or account for Tax-Related Items by considering maximum or minimum applicable rates. If withholding is performed from proceeds from the sale of Shares acquired upon exercise of your Option, the Company may withhold or account for Tax-Related Items by considering maximum applicable rates, in which case you will receive a cash refund of any over-withheld amount not remitted to applicable tax authorities on your behalf and you will have no entitlement to receive the equivalent amount in Shares.

Finally, you agree to pay to the Company or your employer any amount of Tax-Related Items that the Company or your employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if you fail to comply with your obligations in connection with the Tax-Related Items.

3. Method of Payment . Payment of the exercise price shall be made as follows: (i) by cash or check; (ii) by delivery of an irrevocable written commitment from a broker-dealer approved by the Company to deliver the exercise price directly to the Company upon receipt of the Shares or, in the case of a margin loan, upon receipt of a copy of the notice of exercise of your Option, or in the case of a “same day sale” program developed under Regulation T as promulgated by the Federal Reserve Board which, prior to the issuance of the Shares, results in the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the exercise price to the Company from the sales proceeds; or (iii) by a combination of the methods of payment permitted by (i) through (ii) above.

4. Restrictions on Exercise . Your Option may not be exercised unless such exercise, the issuance of the Shares upon such exercise and the method of payment of consideration for the Shares are in compliance with (i) the Securities Act; (ii) all applicable state and foreign securities laws; (iii) all other applicable federal, state and foreign laws and regulations; and (iv) the rules of any stock exchange or national market system upon which the Shares may then be listed, as such laws, regulations and rules are in effect on the date of exercise. As a condition to the exercise of your Option, the Company may require you to make any representation and warranty to the Company as may be required by any applicable law or regulation.

5. Termination of Continuous Status as an Employee or Consultant . If your Continuous Status as an Employee or Consultant is terminated for any reason other than your death or disability (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or providing services, or the terms of your employment or service agreement, if any), you may, but only within three (3) months after the date you cease to be an Employee or Consultant, exercise your Option to the extent that you were entitled to exercise it on the date of such termination. To the extent that you were not entitled to exercise your Option on the date of such termination, or if you do not exercise your Option within the time specified herein, your Option shall terminate. If during any part of such three (3) month period you may not exercise your Option solely because of the conditions set forth in Section 4 above, then your Option will not expire until the earlier of the Expiration Date set forth in this Agreement or until your Option shall have been exercisable for an aggregate period of three (3) months after your termination of Continuous Status as an Employee or Consultant. Subject to Section 9 hereof, if your Continuous Status as an Employee or Consultant is terminated during a Company “blackout” period when trading in Company stock is prohibited, then the three (3) month period after your termination of Continuous Status as an Employee or Consultant shall be extended by the period of time that you were unable to trade in the Company’s stock after you ceased to be an Employee or Consultant. For purposes of your Option, your Continuous Status as an Employee or Consultant is considered terminated effective as of the date that your status as an Employee or Consultant terminates, with such date being as of the end of any notice period mandated under the employment laws in the jurisdiction where you are employed or providing services, or the terms of your employment or service agreement (if applicable). The Board shall have the exclusive discretion to determine when your Continuous Status as an Employee or Consultant terminates for purposes of your Option.

6. Death of Optionholder . Subject to Section 9 hereof, in the event of your death during the term of your Option and while an Employee or Consultant and having been in Continuous Status as an Employee or Consultant since the Date of Grant, your Option may be exercised, at any time within twelve (12) months following the date of death, by your estate or by a person who acquired the right to exercise your Option by bequest or inheritance. To the extent that you were not entitled to exercise your Option on such date, or if your Option is not exercised within the time specified herein, your Option shall terminate.

7. Disability of Optionholder . Subject to Section 9 hereof, in the event of your disability during the term of your Option and while an Employee or Consultant and having been in Continuous Status as an Employee or Consultant since the Date of Grant, your Option may be exercised, at any time within twelve (12) months following the date you cease to be an Employee or Consultant, by you to the extent that you were entitled to exercise it at the date that you cease to be an Employee or Consultant. To the extent that you were not entitled to exercise your Option on such date, or if you do not exercise your Option within the time specified herein, your Option shall terminate.

8. Non-Transferability of Option . Except as set forth in Section 10 of the Plan, your Option may not be transferred in any manner otherwise than by will or by the laws of descent and distribution and may be exercised during your lifetime only by you. The terms of your Option shall be binding upon your executors, administrators, heirs, successors and assigns.

9. Term of Option . Notwithstanding any provision hereof to the contrary, your Option may not be exercised after the date that is seven (7) years after the Date of Grant (the “Expiration Date”), as set forth in this Agreement.

10. No Rights to Continued Employment or Service . Nothing in the Plan or this Agreement shall confer upon you any right to continue in the employ of the Company or any of its Affiliates (or to continue acting as a Consultant) or shall affect the right of the Company or its Affiliates to terminate your employment or the right to terminate your relationship as a Consultant or director.

11. Nature of Grant . In accepting your Option, you acknowledge, understand and agree that:

a. the Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time;

b. the grant of your Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted in the past;

c. all decisions with respect to future option grants, if any, will be at the sole discretion of the Company;

d. you are voluntarily participating in the Plan;

e. your Option and any Shares acquired under the Plan are not intended to replace any pension rights or compensation;

f. your Option and any Shares acquired under the Plan, and the income and value of the same, are not part of normal or expected compensation or salary for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

g. your Option grant and your participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company, your employer or any Affiliate;

h. the future value of the Shares underlying your Option is unknown and cannot be predicted with certainty;

i. if the underlying Shares do not increase in value, your Option will have no value;

j. if you exercise your Option and acquire Shares, the value of such Shares may increase or decrease in value, even below the exercise price; and

k. unless otherwise provided in the Plan or by the Company in its discretion, your Option and the benefits evidenced by this Agreement do not create any entitlement to have your Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares.

12. No Advice Regarding Grant . The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying Shares. You are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.

13. Governing Law and Venue . This Agreement shall be construed, interpreted and enforced in accordance with the laws of the State of Delaware, without regard to its conflict of laws rules. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or this Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of Santa Clara County, California, or the federal courts for the United States for the Northern District of California, and no other courts, where this grant is made and/or to be performed.

14. Electronic Delivery . The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

15. Language . If you have received this Agreement, or any other document related to your Option and/or the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

16. Severability . The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

17. Imposition of Other Requirements . The Company reserves the right to impose other requirements on your Option and the Shares purchased upon exercise of your Option, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

18. Insider Trading . By participating in the Plan, you agree to comply with the Company’s policy on insider trading (to the extent that it is applicable to you). Further, you acknowledge that your country of residence may also have laws or regulations governing insider trading and that such laws or regulations may impose additional restrictions on your ability to participate in the Plan ( e.g. , acquiring or selling Shares) and that you are solely responsible for complying with such laws or regulations.

19. Waiver . You acknowledge that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by you or any other optionholder.

ACCEPTANCE

By accepting your Option, you represent that you are familiar with the terms and provisions of the Plan and accept your Option subject to all of the terms and provisions thereof. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan.