Exhibit
10.37
S
YNOPSYS
, I
NC
.
R
ESTRICTED
S
TOCK
U
NIT
G
RANT
N
OTICE
AND
A
WARD
A
GREEMENT
(2006
E MPLOYEE
E
QUITY
I
NCENTIVE
P
LAN
)
Synopsys, Inc.
(the “ Company ”), pursuant to
Section 7(b) of the Company’s 2006 Employee Equity
Incentive Plan (the “ Plan ”), hereby
awards to Participant a Restricted Stock Unit Award covering the
number of restricted stock units (the “ Restricted
Stock Units ”) set forth below (the “
Award ”). This Award is subject to all of the
terms and conditions as set forth in this Restricted Stock Unit
Grant Notice and Award Agreement (such agreement, together with any
appendices thereto, the “Agreement”) and the Plan,
which is incorporated by reference herein in its
entirety.
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Participant:
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<<Name>>
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ID:
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<<ID>>
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Award
Number:
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<<Grant
Number>>
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Date of
Grant:
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<<Grant
Date>>
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Vesting
Commencement Date:
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<<Vest
Base Date>>
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Number of
Restricted Stock Units:
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<<# of
Units>>
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Payment for
Common Stock:
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Participant’s
future services
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Vesting
Schedule : The
Restricted Stock Units shall vest in accordance with the following
vesting schedule; provided, however, that the
Participant’s Continuous Service has not terminated prior to
each such vesting date.
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Vest
Type
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Full
Vest
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<<# of
Units>>
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<<Annually>>
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<<date>>
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Delivery
Schedule : The Company
shall deliver one share of Common Stock for each Restricted Stock
Unit that vests on an applicable vesting date, subject to the
provisions of Section 3 below. Each installment of Restricted
Stock Units that vests hereunder is intended to constitute a
“separate payment” for purposes of Treasury Regulation
Section 1.409A-2(b)(2).
Compensation
Recovery: The Restricted
Stock Units granted herein are subject to the Compensation Recovery
Policy applicable to corporate staff, adopted by the Company in
December 2008, as amended from time to time (the “
Compensation Recovery Policy ”) and any
required compensation recovery provisions under applicable laws or
regulations.
Additional
Terms/Acknowledgements: Participant
acknowledges receipt of, and understands and agrees to, this
Agreement, the Plan, the related Plan prospectus, the
Company’s Insider Trading Policy, and the Compensation
Recovery Policy (if applicable). Participant further acknowledges
that as of the Date of Grant, the Agreement and the Plan set forth
the entire understanding between Participant and the Company
regarding the award of the Restricted Stock Units and the
underlying Common Stock and supersede all prior oral and written
agreements on that subject with the exception of (i) Awards
previously granted and delivered to Participant
1
under the
Plan, and (ii) if applicable, (A) the terms of any
written offer letter or employment agreement entered into between
the Company and Participant that specifically provides for
accelerated vesting of compensatory equity awards, (B) the
terms of any change of control severance plan that is in effect and
applicable at the time of a qualifying termination or event and
(C) the Compensation Recovery Policy (if
applicable).
A
TTACHMENTS
:
Appendix
The Company
has awarded you a Restricted Stock Unit Award (the “
Award ”) pursuant to Section 7(b) of the
Company’s 2006 Employee Equity Incentive Plan (the “
Plan ”) for the number of Restricted Stock
Units as indicated on the first page of this Agreement. Defined
terms not explicitly defined in this Agreement but defined in the
Plan shall have the same definitions as in the Plan. Subject to
adjustment and the terms and conditions as provided herein and in
the Plan, each Restricted Stock Unit shall represent the right to
receive one (1) share of Common Stock.
The details of
your Award, in addition to those set forth above, are as
follows.
1.
N UMBER
OF
R
ESTRICTED
S
TOCK
U
NITS
AND
S
HARES
OF
C
OMMON
S
TOCK
.
(a)
The number of
Restricted Stock Units subject to your Award and the number of
shares of Common Stock deliverable with respect to such Restricted
Stock Units may be adjusted from time to time for Capitalization
Adjustments as described in Section 9(a) of the Plan. You
shall receive no benefit or adjustment to your Award with respect
to any cash dividend or other distribution that does not result in
a Capitalization Adjustment pursuant to Section 9(a) of the
Plan; provided, however, that this sentence shall not apply
with respect to any shares of Common Stock that are delivered to
you in connection with your Award after such shares have been
delivered to you.
(b)
Any additional
Restricted Stock Units, shares of Common Stock, cash or other
property that becomes subject to the Award pursuant to this
Section 1 shall be subject, in a manner determined by the
Board, to the same forfeiture restrictions, restrictions on
transferability, and time and manner of delivery as applicable to
the other Restricted Stock Units and Common Stock covered by your
Award.
(c)
Notwithstanding
the provisions of this Section 1, no fractional Restricted
Stock Units or rights for fractional shares of Common Stock shall
be created pursuant to this Section 1. The Board shall, in its
discretion, determine an equivalent benefit for any fractional
Restricted Stock Units or fractional shares that might be created
by the adjustments referred to in this Section 1.
2.
V ESTING
.
Subject to the
limitations contained in this Agreement and the Plan, the
Restricted Stock Units shall vest as provided in the vesting
schedule set forth above, provided that vesting shall cease upon
the termination of your Continuous Service. Any Restricted Stock
Units that have not yet vested shall be forfeited upon the
termination of your Continuous Service.
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3. D
ISTRIBUTION
OF
S
HARES
OF
C
OMMON
S
TOCK
.
(a)
Subject to the
provisions of this Agreement and the Plan, in the event one or more
Restricted Stock Units vests, the Company shall deliver to you one
(1) share of Common Stock for each Restricted Stock Unit that
vests. Except as set forth below, the delivery to you of the
appropriate number of vested shares of Common Stock shall be made
on the applicable vesting date. The issuance date determined by
this paragraph is referred to as the “ Issuance
Date .” If the Issuance Date falls on a date that is
not a business day, delivery shall instead occur on the next
following business day. The form of such delivery ( e.g. , a
stock certificate or electronic entry evidencing such shares) shall
be determined by the Company.
(b)
Notwithstanding
the foregoing, if (i) the Issuance Date does not occur
(1) during an “open window period” applicable to
you, as determined by the Company in accordance with the
Company’s then-effective policy on trading in Company
securities, or (2) on a date when you are otherwise permitted
to sell shares of Common Stock on an established stock exchange or
stock market, and (ii) the Company elects, prior to the
Issuance Date, (1) not to satisfy the tax withholding
obligations described in Section 10 by withholding shares of
Common Stock from the shares otherwise due, on the Issuance Date,
to you under this Agreement, and (2) not to permit or require
you to enter into an immediate sale commitment with a broker-dealer
pursuant to Section 10 of this Agreement (including but not
limited to a commitment under a previously established
Company-approved 10b5-1 trading plan), then such shares shall not
be delivered on such Issuance Date and shall instead be delivered
on the first business day of the next occurring open window period
applicable to you or the next business day when you are not
prohibited from selling shares of the Company’s Common Stock
in the open public market, but in no event later than
December 31 of the calendar year in which the Issuance Date
occurs (that is, the last day of your taxable year in which the
Issuance Date occurs), or, if permitted in a manner that complies
with Treasury Regulation Section 1.409A-1(b)(4), in no event
later than the date that is the 15th day of the third calendar
month of the year following the year in which the shares of Common
Stock under this Agreement are no longer subject to a
“substantial risk of forfeiture” within the meaning of
Treasury Regulation Section 1.409A-1(d).
4.
P
AYMENT
BY
Y
OU
.
This Award was granted in consideration of your services to the
Company or an Affiliate. Subject to Section 10 below, except
as otherwise provided herein or under applicable law, you will not
be required to make any payment to the Company (other than
your-future services with the Company) with respect to your receipt
of the Award, vesting of the Restricted Stock Units, or the
delivery of the shares of Common Stock underlying the Restricted
Stock Units.
5.
S
ECURITIES
L
AW
C
OMPLIANCE
.
You may not be issued any Common Stock under your Award unless the
shares of Common Stock are either (i) then registered under
the Securities Act of 1933, as amended (the “
Securities Act ”), or (ii) the Company has
determined that such issuance would be exempt from the registration
requirements of the Securities Act. Your Award must also comply
with other applicable laws and regulations governing the Award, and
you shall not receive such Common Stock if the Company determines
that such receipt would not be in material compliance with such
laws and regulations.
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6.
R
ESTRICTIVE
L
EGENDS
.
The
Common Stock issued under your Award shall be endorsed with
appropriate legends, if any, determined by the Company.
7.
T
RANSFER
R
ESTRICTIONS
.
Prior to the
time that shares of Common Stock have been delivered to you, you
may not transfer, pledge, sell or otherwise dispose of the shares
in respect of your Award. For example, you may not use shares that
may be issued in respect of your Restricted Stock Units as security
for a loan, nor may you transfer, pledge, sell or otherwise dispose
of such shares. This restriction on transfer will lapse upon
delivery to you of shares in respect of your vested Restricted
Stock Units. Your Award is not transferable, except by will or by
the laws of descent and distribution. In the event of divorce, you
are encouraged to discuss the proposed treatment of the Restricted
Stock Units with the Company prior to finalizing any domestic
relations order.
8.
A
WARD
NOT
A
S
ERVICE
C
ONTRACT
.
Your Award is not an employment or service contract, and nothing in
your Award shall be deemed to create in any way whatsoever any
obligation on your part to continue in the service of the Company
or any Affiliate, or on the part of the Company or any Affiliate to
continue such service. In addition, nothing in your Award shall
obligate the Company or any Affiliate, their respective
stockholders, boards of directors or employees to continue any
relationship that you might have as an Employee or Consultant of
the Company or any Affiliate. Finally, your participation in the
Plan shall not create a right to further employment or service with
the Employer and shall not interfere with the ability of the
Employer to terminate your employment or service relationship at
any time with or without cause.
9.
U
NSECURED
O
BLIGATION
.
Your Award is unfunded, and even as to any Restricted Stock Units
which vest, you shall be considered an unsecured creditor of the
Company with respect to the Company’s obligation, if any, to
issue Common Stock pursuant to this Agreement. You shall not have
voting or any other rights as a stockholder of the Company with
respect to the Common Stock acquired pursuant to this Agreement
until such Common Stock is issued to you pursuant to Section 3
of this Agreement. Upon such issuance, you will obtain full voting
and other rights as a stockholder of the Company with respect to
the Common Stock so issued and held by you. Nothing contained in
this Agreement, and no action taken pursuant to its provisions,
shall create or be construed to create a trust of any kind or a
fiduciary relationship between you and the Company or any other
person.
10.
W ITHHOLDING
O
BLIGATIONS
.
(a)
On
or before the time you receive a distribution of Common Stock
pursuant to your Award, or at any time thereafter as requested by
the Company, you hereby authorize any required withholding from the
Common Stock issuable to you and otherwise agree to make adequate
provision for any sums required to satisfy any or all income tax,
social insurance, payroll tax, payment on account or other
tax-related withholding which arise and are legally due by you
(“ Tax-Related Items ”) which arise in
connection with your Award. In addition, you authorize the Company,
or your employer, if different from the Company (whether current or
former, the “ Employer ”), or their
respective agents, to withhold all applicable Tax-Related Items
from your wages or other cash compensation paid to you by the
Employer. Alternatively, or in addition, to the greatest extent
permissible under local law, the Employer
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may
(1) sell or arrange for the sale of shares (including
permitting or requiring you to enter into an immediate sale
commitment with a broker-dealer that is a member of the Financial
Industry Regulatory Authority) that you would otherwise receive (on
your behalf pursuant to this authorization) to meet the necessary
withholding obligation for Tax-Related Items, and/or
(2) withhold in shares the amount of shares necessary to
satisfy applicable Tax-Related Items, the number of which shall be
determined to comply with appropriate tax laws and as would be
otherwise necessary or desirable. If the obligation for the
Tax-Related Items is satisfied by withholding in shares of Common
Stock, then you will have no further rights, title or interests in
or to the number of shares of Common Stock that are held back
solely for the purpose of paying the Tax-Related Items. Finally,
you shall pay to the Employer any amount of Tax-Related Items that
the Employer may be required to withhold as a result of your
receipt of the Award and/or the shares issuable pursuant thereto
that cannot be satisfied by the means previously described. The
Employer may refuse to deliver the shares issuable pursuant to this
Award if you fail to comply with your obligations in connection
with the Tax-Related Items as described in this section.
(b)
Unless the tax
withholding obligations of the Company and/or any Affiliate are
satisfied, the Company shall have no obligation to deliver to you
any Common Stock or the proceeds from any sale of the shares of
Common Stock.
(c)
In
the event the Company’s obligation to withhold arises prior
to the delivery to you of Common Stock or it is determined after
the delivery of Common Stock to you that the amount of the
Company’s withholding obligation was greater than the amount
withheld by the Company, you agree to indemnify and hold the
Company harmless from any failure by the Company to withhold the
proper amount.
(d)
Regardless of
any action Employer takes with respect to Tax-Related Items, you
acknowledge that the ultimate liability for all Tax-Related Items
legally due by you is and remains your responsibility and that the
Employer (1) makes no representations or undertakings
regarding the treatment of any Tax-Related Items in connection with
any aspect of the Award, including the grant, vesting or settlement
of the Award and/or the subsequent sale of shares delivered
pursuant thereto; and (2) does not commit to structure the
terms of the grant or any aspect of the Award to reduce or
eliminate your liability for Tax-Related Items or achieve any
particular tax result. Further, if you are or become subject to tax
in more than one jurisdiction, you acknowledge that the Employer
may be required to withhold, account for, and/or otherwise cause
you to tender a payment to the Employer in the amount of the
Tax-Related Items arising in each jurisdiction.
11.
N ATURE
OF
G
RANT
.
(a)
In
accepting this Award, you acknowledge that:
(i) the Plan
is established voluntarily by the Employer, is discretionary in
nature, and may be modified, amended, suspended or terminated by
the Company as provided in the Plan;
(ii) the grant
of the Award and any other awards under the Plan is voluntary and
occasional and does not create any contractual or other right to
receive Awards, shares or any other benefit or compensation in lieu
of future Awards, even if awards have been granted repeatedly in
the past;
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(iii) all
decisions with respect to future awards, if any, will be at the
sole discretion of the Company;
(iv) you are
voluntarily participating in the Plan;
(v) the Award
is an extraordinary item that does not constitute compensation of
any kind for services of any kind rendered to the Employer or the
Company, as applicable, and is outside the scope of your employment
or service contract, if any;
(vi) the Award
and the shares deliverable thereunder is a potential bonus payment
not paid in lieu of any normal or expected compensation or salary
for any purposes, including, but not limited to, calculating any
severance, resignation, termination, redundancy, end of service
payments, bonuses, long-service awards, life or accident insurance
benefits, pension or retirement benefits or similar
payments;
(vii) in the
event of the termination of your employment or service
relationship, your eligibility to receive shares of common stock or
payments under the Award or the Plan, if any, will terminate as of
the date expressly provided in the Award, regardless of any
reasonable notice period mandated by local law;
(viii) the
future value of the shares underlying the Award is unknown and
cannot be predicted;
(ix) you
understand that should you die owning shares of Company common
stock or the Award, such shares or the Award may subject your
estate to United States federal estate taxes. You understand that
you should seek your own tax advice regarding this potential
tax;
(x) you
disclaim any entitlement to compensation or damages arising from
the termination of the Award or diminution in value of the shares
of Common Stock and you hereby irrevocably release the Company and
the Employer from any such claim that may arise; and
(xi) the Plan
and this Agreement set forth the entire understanding between you,
the Company, the Employer, and any Affiliate thereof regarding the
acquisition of the shares of Common Stock and supersede all prior
oral and written agreements pertaining to the Award.
12.
D ATA
P
RIVACY
.
(a) You hereby
explicitly and unambiguously consent to the collection, use and
transfer, in electronic or other form, of your personal data as
described in this document by and among, as applicable, the
Employer and its Subsidiaries and Affiliates for the exclusive
purpose of implementing, administering and managing your
participation in the Plan.
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(b) You
understand that the Employer holds certain personal information
about you, including, but not limited to, your name, home address
and telephone number, date of birth, social insurance number or
other identification number, salary, nationality, job title, any
shares of stock or directorships held in Employer, details of all
awards or any other entitlement to shares of stock awarded,
canceled, settled, vested, unvested or outstanding in your favor
(the “ Personal Data ”), for the purpose
of implementing, administering and managing the Plan. You
understand that Personal Data may be transferred to any third
parties assisting in the implementation, administration and
management of the Plan, that these recipients may be located in
your country or elsewhere, and that the recipient’s country
may have different data privacy laws and protections than your
country. You understand that you may request a list with the names
and addresses of any potential recipients of the Personal Data by
contacting your local human resources representative. You authorize
the recipients to receive, possess, use, retain and transfer the
Personal Data, in electronic or other form, for the purposes of
implementing, administering and managing your participation in the
Plan, including any requisite transfer of such Personal Data as may
be required to a broker or other third party with whom you may
elect to deposit any shares of stock acquired upon exercise of the
Award. You understand that Personal Data will be held only as long
as is necessary to implement, administer and manage your
participation in the Plan. You understand that you may, at any
time, view the Personal Data, request additional information about
the storage and processing of the Personal Data, request any
necessary amendments to the Personal Data or refuse or withdraw the
consents herein, in any case without cost, by contacting in writing
your local human resources representative. You understand, however,
that refusing or withdrawing your consent may affect your ability
to hold the Award and participate in the Plan. For more information
on the consequences of your refusal to consent or withdrawal of
consent, you understand that you may contact your local human
resources representative.
13.
N
OTICES
.
Any notices provided for in your Award or the Plan shall be given
in writing to each of the other parties hereto