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This AGREEMENT
(this “Agreement”), executed as of October 15,
2008, is entered into between James S. Miller, Jr.
(“Executive”) and Cadence Design Systems, Inc.
(“Cadence” or the “Company”).
1. EXECUTIVE TRANSITION AND RELEASE AGREEMENT .
Reference is hereby made to that certain Executive Transition and
Release Agreement entered into between Executive and the Company on
even date herewith (the “Transition
Agreement”).
2. EFFECTIVE DATE . This Agreement shall be contingent
upon Executive’s contemporaneous execution of the Transition
Agreement and shall not become effective until the Effective Date
(as such term is defined in the Transition Agreement). In the event
that Executive revokes the Transition Agreement pursuant to
paragraph 9 thereof, this Agreement shall immediately terminate and
be of no further force or effect.
3. ADDITIONAL DUTIES DURING THE TRANSITION PERIOD.
During the first six months of the Transition Period (as such term
is defined in the Transition Agreement), Executive shall provide
such additional advice and services related to the transition of
his prior executive responsibilities as may be requested by
Cadence’s Interim Office of the Chief Executive or Chief
Executive Officer, as applicable, on an as-needed basis at
mutually-convenient times. Executive’s time rendering those
services (along with the services otherwise contemplated by the
Transition Agreement) is expected to exceed twenty (20) hours
per month, but shall not exceed sixty (60) hours per month.
Except as otherwise provided in paragraph 3(b) of the Transition
Agreement, Executive’s obligations hereunder and under the
Transition Agreement will not preclude Executive from accepting and
holding employment elsewhere. Consistent with the Transition
Agreement, neither party expects that Executive wi
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