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Exhibit
10.A
STOCK OPTION
AGREEMENT
TERMS AND
CONDITIONS
Mentor Graphics Corporation
(Company) has granted to you an option to purchase shares of the
Company’s common stock. The option granted pursuant to this
Agreement (this option) is the most recent option summarized on the
Options and Awards Summary provided to you with this Agreement. The
number of shares and the price per share for this option are
indicated on the Options and Awards Summary.
| 2. |
Time of Exercise; Option Year. |
2.1 Until it is terminated
and except as provided in 2.2 or 2.3, this option may be exercised
from time to time to purchase whole shares as to which it has
become exercisable. This option shall become exercisable for 25% of
the shares on the first anniversary of the Option Date shown on the
Option and Awards Summary and for 1/48 th of the shares at the end of each one-month period thereafter,
so that this option will be fully exercisable on the fourth
anniversary of the Option Date.
2.2 On death the exercise
limit will be at least 50 percent.
2.3 Subject to the limits in
3, this option shall become exercisable in full upon (a) the
occurrence of a “Change in Control” as defined in the
Company’s 1982 Stock Option Plan, including any amendments to
that plan adopted before, but not after, a “Change in
Control;” or (b) your retirement, which shall mean any
termination of your employment after you have reached age 65 and
have been employed by the Company for at least 10 years.
2.4 This option will
terminate on the tenth anniversary of the Option Date (Termination
Date), unless it is earlier terminated as a result of the
termination of your employment as provided in 3.
| 3. |
Employment Requirements. |
3.1 This option may not be
exercised unless you have been employed by the Company or any of
its subsidiaries continuously for at least one year or employment
is sooner terminated by death. Employment before and after the date
of this option will be counted. “Employment” for this
purpose will include periods of illness or other leaves of absence
authorized by the Company or a subsidiary and periods during which
you are eligible for disability benefits under a plan maintained by
the Company or a subsidiary.
3.2 Neither this option nor
the plan under which it was granted will be a contract of
employment between you and the Company or a subsidiary. The Company
or a subsidiary may discharge you at any time.
3.3 If your employment
terminates, an Option Reference Date will be established. Any
portion of this option that is not exercisable on the Option
Reference Date will lapse. The Option Reference Date will be
fixed as follows:
(a) If you terminate by death
or disability, the date one year after the last day of your full
employment will be the Option Reference Date. You are disabled if
as a result of illness or injury you suffer from a condition of
mind or body that permanently prevents full-time employment by the
Company or a subsidiary. The Compensation Committee of the
Company’s Board of Directors (Administrator) will
conclusively determine disability.
(b) If you retire on or
aft
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