Common use of TRANSITION COMPENSATION AND BENEFITS Clause in Contracts

TRANSITION COMPENSATION AND BENEFITS. In consideration of Executive’s execution of the release of claims in this Agreement and as compensation for Executive’s services during the Transition Period, Cadence will provide the following payments and benefits to Executive (to which Executive would not otherwise be entitled), after Executive has returned to the Company all hard and soft copies of records, documents, materials and files in his possession or control, which contain or relate to confidential, proprietary or sensitive information obtained by Executive in conjunction with his employment with the Company, as well as all other Company-owned property, except to the extent retained pursuant to Section 7 of the Employment Agreement: a. all of the unvested equity compensation awards (including stock options, restricted stock and restricted stock units) that are not performance-based within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), that are outstanding and held by Executive on the Transition Commencement Date and that would have vested over the twelve (12) months following the Transition Commencement Date had Executive continued to serve as an executive of the Company pursuant to his Employment Agreement, shall immediately vest and become exercisable in full on the Effective Date of this Agreement, and there shall be no further vesting of those equity compensation awards during or after the Transition Period, notwithstanding any provision in any equity compensation award to the contrary, except as otherwise provided by paragraph 7 hereof. Provided Executive continues in employment under this Agreement through the end of the applicable performance period, unvested equity compensation awards that are performance-based within the meaning of Section 162(m) of the Code and that are outstanding and held by Executive on the Transition Commencement Date shall continue to vest though the end of the applicable performance period provided any such performance period ends within twelve (12) months following the Transition Commencement Date, but only to the extent justified by the satisfaction of the performance goals prescribed for such equity awards. Upon the conclusion of the performance period, such awards shall immediately vest to the extent they would have vested over the twelve (12) months following the Transition Commencement Date had Executive continued to serve as an executive of the Company pursuant to his Employment Agreement, and there shall be no further vesting of such awards during or after the Transition Period except as otherwise provided by paragraph 7 hereof. Any acceleration pursuant to this paragraph 4(a) will have no effect on any other provisions of the stock awards; b. Executive’s employment pursuant to this Agreement shall be considered a continuation of employee status and continuous service for all purposes under any equity compensation awards previously granted to Executive by the Company and outstanding on the Transition Commencement Date; and c. if Executive elects to continue coverage under Cadence’s medical, dental, and vision insurance plans pursuant to COBRA following the Transition Commencement Date, Cadence will pay Executive’s COBRA premiums during the Transition Period. Except as so provided or as otherwise set forth in paragraphs 5 and 7 hereof, Executive will receive no other compensation or benefits from Cadence in consideration of Executive’s services during the Transition Period.

TRANSITION COMPENSATION AND BENEFITS. In consideration of Executive’s execution of the release of claims in this Agreement and as compensation for Executive’s services during the Transition Period, Cadence will provide the following payments and benefits to Executive (to which Executive would not otherwise be entitled), after Executive has returned to the Company all hard and soft copies of records, documents, materials and files in his possession or control, which contain or relate to confidential, proprietary or sensitive information obtained by Executive in conjunction with his employment with the Company, as well as all other Company-owned property, except to the extent retained pursuant to Section 7 of the Employment Agreement: a. all of the unvested equity compensation awards (including stock options, restricted stock and restricted stock units) that are not performance-based within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), that are outstanding and held by Executive on the Transition Commencement Date and that would have vested over the twelve (12) months following the Transition Commencement Date had Executive continued to serve as an executive of the Company pursuant to his Employment Agreement, shall immediately vest and become exercisable in full on the Effective Date of this Agreement, and there shall be no further vesting of those equity compensation awards during or after the Transition Period, notwithstanding any provision in any equity compensation award to the contrary, except as otherwise provided by paragraph 7 hereof. Provided Executive continues in employment under this Agreement through the end of the applicable performance period, unvested equity compensation awards that are performance-based within the meaning of Section 162(m) of the Code and that are outstanding and held by Executive on the Transition Commencement Date shall continue to vest though the end of the applicable performance period provided any such performance period ends within twelve (12) months following the Transition Commencement Date, but only to the extent justified by the satisfaction of the performance goals prescribed for such equity awards. Upon the conclusion of the performance period, such awards shall immediately vest to the extent they would have vested over the twelve (12) months following the Transition Commencement Date Date, had Executive continued to serve as an executive of the Company pursuant to his Employment Agreement, and there shall be no further vesting of such awards during or after the Transition Period except as otherwise provided by paragraph 7 hereof. Any acceleration pursuant to this paragraph 4(a) will have no effect on any other provisions of the stock awards; b. Executive’s employment pursuant to this Agreement shall be considered a continuation of employee status and continuous service for all purposes under any equity compensation awards previously granted to Executive by the Company and outstanding on the Transition Commencement Date; and c. if Executive elects to continue coverage under Cadence’s medical, dental, and vision insurance plans pursuant to COBRA following the Transition Commencement Date, Cadence will pay Executive’s COBRA premiums during the Transition Period. Except as so provided or as otherwise set forth in paragraphs 5 and 7 hereof, Executive will receive no other compensation or benefits from Cadence in consideration of Executive’s services during the Transition Period.

TRANSITION COMPENSATION AND BENEFITS. In consideration of Executive’s execution of the release of claims in this Agreement and in Attachment 1 and as compensation for Executive’s services during the Initial Period and the Transition Period, Cadence will provide the following payments and benefits to Executive (to which Executive would not otherwise be entitled), after so long as Executive has returned returns to the Company Company, on the earlier of the Transition Commencement Date or the date the Executive ceases to serve as a full-time employee of the Company, all hard and soft copies of records, documents, materials and files in his possession or control, which contain or relate to confidential, proprietary or sensitive information obtained by Executive in conjunction with his employment with the Company, as well as all other Company-owned property, except to the extent retained pursuant to Section 7 of the Employment Agreement: a. During the Initial Period, Executive shall continue to receive his base salary, and shall remain eligible to receive bonus compensation for the first half of calendar year 2011 with a personal multiplier of 1.0; provided, however, that in the event Executive’s employment transitions from full-time to part-time prior to the Transition Commencement Date, from and after such transition to part-time status Executive’s base salary shall be pro-rated based on the number of hours per week actually worked by Executive. b. Effective as of the Transition Commencement Date, so long as the Executive executes and delivers a Release of Claims in the form of Attachment 1 hereto no more than ten (10) days before the Transition Commencement Date and such Release of Claims has become irrevocable in accordance with its terms on or prior to the Transition Commencement Date, all of the unvested equity compensation awards (including stock options, restricted stock and restricted stock units) that are not performance-based within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), that are outstanding and held by Executive on the Transition Commencement Date and that would have vested over the twelve (12) months following the Transition Commencement Date had Executive continued to serve as an executive of the Company pursuant to his Employment Agreement, shall immediately vest and become exercisable in full on the Effective Transition Commencement Date of this Agreement, and there shall be no further vesting of those equity compensation awards during or after the Transition Period, notwithstanding any provision in any equity compensation award to the contrary, except as otherwise provided by paragraph 7 8 hereof. Provided Executive continues in employment under this Agreement through the end of the applicable performance period, unvested equity compensation awards that are performance-based within the meaning of Section 162(m) of the Code and that are outstanding and held by Executive on the Transition Commencement Date shall continue to vest though the end of the applicable performance period provided any such performance period ends within twelve (12) months following the Transition Commencement Date, but only to the extent justified by the satisfaction of the performance goals prescribed for such equity awards. Upon the conclusion of the performance period, such awards shall immediately vest to the extent they would have vested over the twelve (12) months following the Transition Commencement Date had Executive continued to serve as an executive of the Company pursuant to his Employment Agreement, and there shall be no further vesting of such awards during or after the Transition Period except as otherwise provided by paragraph 7 8 hereof. Any acceleration pursuant to this paragraph 4(a5(b) will have no effect on any other provisions of the stock awards;. b. c. Executive’s employment pursuant to this Agreement (whether full-time or part-time) shall be considered a continuation of employee status and continuous service for all purposes under any equity compensation awards previously granted to Executive by the Company and outstanding on the Transition Commencement Effective Date; and. c. if d. If Executive elects to continue coverage under Cadence’s medical, dental, and vision insurance plans pursuant to COBRA following the Transition Commencement DateDate (or such earlier date when Executive ceases to be eligible for coverage under Cadence’s medical, dental, and vision insurance plans), Cadence will pay Executive’s COBRA premiums during the Transition Period; provided, however, that Cadence’s payment of such COBRA premiums shall cease upon Executive becoming eligible for coverage under similar benefit plans made available by a subsequent employer. Except as so provided or as otherwise set forth in paragraphs 5 6, 7 and 7 8 hereof, Executive will receive no other compensation or benefits from Cadence in consideration of Executive’s services during the Transition Period.

TRANSITION COMPENSATION AND BENEFITS. In consideration of for Executive’s execution and delivery of the an effective release of claims as set forth in this Agreement and as compensation for Executive’s services during the Transition Period, Cadence will provide the following payments and benefits to Executive (to which Executive would not otherwise be entitled), after Executive has returned to the Company all hard and soft copies of records, documents, materials and files in his possession or control, which contain or relate relating to confidential, proprietary or sensitive company information obtained by Executive in conjunction with his possession or control during his period of employment with the Companyas CEO, as well as all other Company-owned propertyproperty then in his possession, except to the extent retained pursuant to Section 7 of the Employment Agreement: a. provided that Executive does not resign from employment with Cadence under this Agreement and Cadence does not terminate Executive’s employment with Cadence due to a breach by Executive of Executive’s duties under this Agreement, a monthly salary commencing on the first pay date following the date that is six months after the Transition Commencement Date of $4,000 less applicable tax withholdings and deductions, payable for a period of six months, in accordance with Cadence’s regular payroll schedule; b. all of the unvested equity compensation awards (including stock options, restricted stock and restricted stock units) that are not performance-based within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), that are outstanding and held by Executive on the Transition Commencement Date and that would have vested over the twelve twenty-four (1224) months following the Transition Commencement Date date of termination had Executive continued to serve as an executive of the Company pursuant to CEO under his Employment Agreement, Agreement during that period shall immediately vest and become exercisable in full on the Effective Date of this Agreement, and there shall be no further vesting of those equity compensation awards during or after the Transition Period, notwithstanding any provision in any equity compensation award to the contrary, Period except as otherwise provided by paragraph 7 6 hereof. Provided Executive continues in employment under this Agreement through the end of the applicable performance period, unvested equity compensation awards that are performance-based within the meaning of Section 162(m) of the Code and that are outstanding and held by Executive on the Transition Commencement Date shall continue to vest though through the end of the applicable performance period provided any such performance period ends within twelve (12) months following the Transition Commencement Dateperiod, but only to the extent justified by the satisfaction of the performance goals prescribed for such equity awards. Upon the conclusion of the performance period, such awards shall immediately vest to the extent they would have vested over the twelve twenty-four (1224) months following the Transition Commencement Date date of termination had Executive continued to serve as an executive of the Company pursuant to his Employment Agreement, and there shall be no further vesting of such awards during or after the Transition Period except as otherwise provided by paragraph 7 6 hereof. Any acceleration pursuant to this paragraph 4(a4(b) will have no effect on any other provisions of the stock awards; b. c. Executive’s employment pursuant to this Agreement shall be considered a continuation of employee status and continuous service for all purposes under under, but only under, any equity compensation awards previously granted to Executive by the Company and outstanding on the Transition Commencement Date; and c. d. if Executive elects to continue coverage under Cadence’s medical, dental, and vision insurance plans pursuant to COBRA following the Transition Commencement Date, Cadence will pay Executive’s the COBRA premiums for Executive and his qualified beneficiaries during the Transition Period. Except as so provided or as otherwise set forth in paragraphs 5 and 7 paragraph 6 hereof, Executive will receive no other compensation or benefits from Cadence in consideration of Executive’s services during the Transition Period.

TRANSITION COMPENSATION AND BENEFITS. In consideration of Executive’s execution of the release of claims in this Agreement and as compensation for Executive’s services during the Transition Period, Cadence will provide the following payments and benefits to Executive (to which Executive would not otherwise be entitled), after Executive has returned to the Company all hard and soft copies of records, documents, materials and files in his possession or control, which contain or relate to confidential, proprietary or sensitive information obtained by Executive in conjunction with his employment with the Company, as well as all other Company-owned property, except to the extent retained pursuant to Section 7 of the Employment Agreement: a. all of the unvested equity compensation awards (including stock options, restricted stock and restricted stock units) that are not performance-based within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), that are outstanding and held by Executive on the Transition Commencement Date and that would have vested over the twelve (12) months following the Transition Commencement Date had Executive continued to serve as an executive of the Company pursuant to his Employment Agreement, shall immediately vest and become exercisable in full on the Effective Date of this Agreement, and there shall be no further vesting of those equity compensation awards during or after the Transition Period, notwithstanding any provision in any equity compensation award to the contrary, except as otherwise provided by paragraph 7 hereof. Provided Executive continues in employment under this Agreement through the end of the applicable performance period, unvested invested equity compensation awards that are performance-based within the meaning of Section 162(mI 62( m) of the Code and that are outstanding and held by Executive on the Transition Commencement Date shall continue to vest though the end of the applicable performance period provided any such performance period ends within twelve (12) months following the Transition Commencement Date, but only to the extent justified by the satisfaction of the performance goals prescribed for such equity awards. Upon the conclusion of the performance period, such awards shall immediately vest to the extent they would have vested over the twelve (12) months following the Transition Commencement Date had Executive continued to serve as an executive of the Company pursuant to his Employment Agreement, and there shall be no further vesting of such awards during or after the Transition Period except as otherwise provided by paragraph 7 hereof. Any acceleration pursuant to this paragraph 4(a) will have no effect on any other provisions of the stock awards; b. Executive’s employment pursuant to this Agreement shall be considered a continuation of employee status and continuous service for all purposes under any equity compensation awards previously granted to Executive by the Company and outstanding on the Transition Commencement Date; and c. if Executive elects to continue coverage under Cadence’s medical, dental, and vision insurance plans pursuant to COBRA following the Transition Commencement Date, Cadence will pay Executive’s COBRA premiums during the Transition Period. Except as so provided or as otherwise set forth in paragraphs 5 and 7 hereof, Executive will receive no other compensation or benefits from Cadence in consideration of Executive’s services during the Transition Period.

TRANSITION COMPENSATION AND BENEFITS. In consideration of Executive’s execution of the release of claims in this Agreement and as compensation for Executive’s services during the Transition Period, Cadence will provide the following payments and benefits to Executive (to which Executive would not otherwise be entitled), after Executive has returned to the Company all hard and soft copies of records, documents, materials and files in his possession or control, which contain or relate to confidential, proprietary or sensitive information obtained by Executive in conjunction with his employment with the Company, as well as all other Company-owned property, except to the extent retained pursuant to Section 7 of the Employment Agreement: a. all of the unvested equity compensation awards (including stock options, restricted stock and restricted stock units) that are not performance-based within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), that are outstanding and held by Executive on the Transition Commencement Date and that would have vested over the twelve (12) months following the Transition Commencement Date had Executive continued to serve as an executive of the Company pursuant to his Employment Agreement, shall immediately vest and become exercisable in full on the Effective Date of this Agreement, and there shall be no further vesting of those equity compensation awards during or after the Transition Period, notwithstanding any provision in any equity compensation award to the contrary, except as otherwise provided by paragraph 7 hereof. Provided Executive continues in employment under this Agreement through the end of the applicable performance period, unvested equity compensation awards that are performance-based within the meaning of Section 162(m) of the Code and that are outstanding and held by Executive on the Transition Commencement Date shall continue to vest though the end of the applicable performance period provided any such performance period ends within twelve (12) months following the Transition Commencement DateDate , but only to the extent justified by the satisfaction of the performance goals prescribed for such equity awards. Upon the conclusion of the performance period, such awards shall immediately vest to the extent they would have vested over the twelve (12) months following the Transition Commencement Date had Executive continued to serve as an executive of the Company pursuant to his Employment Agreement, and there shall be no further vesting of such awards during or after the Transition Period except as otherwise provided by paragraph 7 hereof. Any acceleration pursuant to this paragraph 4(a) will have no effect on any other provisions of the stock awards; b. Executive’s employment pursuant to this Agreement shall be considered a continuation of employee status and continuous service for all purposes under any equity compensation awards previously granted to Executive by the Company and outstanding on the Transition Commencement Date; and c. if Executive elects to continue coverage under Cadence’s medical, dental, and vision insurance plans pursuant to COBRA following the Transition Commencement Date, Cadence will pay Executive’s COBRA premiums during the Transition Period. Except as so provided or as otherwise set forth in paragraphs 5 and 7 hereof, Executive will receive no other compensation or benefits from Cadence in consideration of Executive’s services during the Transition Period.

TRANSITION COMPENSATION AND BENEFITS. In consideration of for Executive’s execution and delivery of the an effective release of claims as set forth in this Agreement and as compensation for Executive’s services during the Transition Period, Cadence will provide the following payments and benefits to Executive (to which Executive would not otherwise be entitled), after Executive has returned to the Company all hard and soft copies of records, documents, materials and files in his possession or control, which contain or relate relating to confidential, proprietary or sensitive company information obtained by Executive in conjunction with his possession or control during his period of employment with the Companyas CEO, as well as all other Company-owned propertyproperty then in his possession, except to the extent retained pursuant to Section 7 of the Employment Agreement: a. provided that Executive does not resign from employment with Cadence under this Agreement and Cadence does not terminate Executive’s employment with Cadence due to a breach by Executive of Executive’s duties under this Agreement, a monthly salary commencing on the first pay date following the date that is six months after the Transition Commencement Date of $4,000 less applicable tax withholdings and deductions, payable for a period of six months. in accordance with Cadence’s regular payroll schedule; b. all of the unvested equity compensation awards (including stock options, restricted stock and restricted stock units) that are not performance-based within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), that are outstanding and held by Executive on the Transition Commencement Date and that would have vested over the twelve twenty-four (1224) months following the Transition Commencement Date date of termination had Executive continued to serve as an executive of the Company pursuant to CEO under his Employment Agreement, Agreement during that period shall immediately vest and become exercisable in full on the Effective Date of this Agreement, and there shall be no further vesting of those equity compensation awards during or after the Transition Period, notwithstanding any provision in any equity compensation award to the contrary, Period except as otherwise provided by paragraph 7 6 hereof. Provided Executive continues in employment under this Agreement through the end of the applicable performance period, unvested equity compensation awards that are performance-based within the meaning of Section 162(m) of the Code and that are outstanding and held by Executive on the Transition Commencement Date shall continue to vest though through the end of the applicable performance period provided any such performance period ends within twelve (12) months following the Transition Commencement Dateperiod, but only to the extent justified by the satisfaction of the performance goals prescribed for such equity awards. Upon the conclusion of the performance period, such awards shall immediately vest to the extent they would have vested over the twelve twenty-four (1224) months following the Transition Commencement Date date of termination had Executive continued to serve as an executive of the Company pursuant to his Employment Agreement, and there shall be no further vesting of such awards during or after the Transition Period except as otherwise provided by paragraph 7 6 hereof. Any acceleration pursuant to this paragraph 4(a4(b) will have no effect on any other provisions of the stock awards; b. c. Executive’s employment pursuant to this Agreement shall be considered a continuation of employee status and continuous service for all purposes under under, but only under, any equity compensation awards previously granted to Executive by the Company and outstanding on the Transition Commencement Date; and c. d. if Executive elects to continue coverage under Cadence’s medical, dental, and vision insurance plans pursuant to COBRA following the Transition Commencement Date, Cadence will pay Executive’s the COBRA premiums for Executive and his qualified beneficiaries during the Transition Period. Except as so provided or as otherwise set forth in paragraphs 5 and 7 paragraph 6 hereof, Executive will receive no other compensation or benefits from Cadence in consideration of Executive’s services during the Transition Period.

TRANSITION COMPENSATION AND BENEFITS. In consideration of Executive’s execution of the release of claims in this Agreement and as compensation for Executive’s services during the Transition Period, Cadence will provide the following payments and benefits to Executive (to which Executive would not otherwise be entitled), after Executive has returned to the Company all hard and soft copies of records, documents, materials and files in his possession or control, which contain or relate to confidential, proprietary or sensitive information obtained by Executive in conjunction with his employment with the Company, as well as all other Company-owned property, except to the extent retained pursuant to Section 7 of the Employment Agreement: a. all of the unvested equity compensation awards (including stock options, restricted stock and restricted stock units) that are not performance-based within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), that are outstanding and held by Executive on the Transition Commencement Date and that would have vested over the twelve (12) months following the Transition Commencement Date had Executive continued to serve as an executive of the Company pursuant to his Employment Agreement, shall immediately vest and become exercisable in full on the Effective Date of this Agreement, and there shall be no further vesting of those equity compensation awards during or after the Transition Period, notwithstanding any provision in any equity compensation award to the contrary, except as otherwise provided by paragraph 7 hereof. Provided Executive continues in employment under this Agreement through the end of the applicable performance period, unvested equity compensation awards that are performance-based within the meaning of Section 162(m) of the Code and that are outstanding and held by Executive on the Transition Commencement Date shall continue to vest though the end of the applicable performance period provided any such performance period ends within twelve (12) months following the Transition Commencement Date, but only to the extent justified by the satisfaction of the performance goals prescribed for such equity awards. Upon the conclusion of the performance period, such awards shall immediately vest to the extent they would have vested over the twelve (12) months following the Transition Commencement Date Date, had Executive continued to serve as an executive of the Company pursuant to his Employment Agreement, and there shall be no further vesting of such awards during or after the Transition Period except as otherwise provided by paragraph 7 hereof. Any acceleration pursuant to this paragraph 4(a) will have no effect on any other provisions of the stock awards; b. Executive’s employment pursuant to this Agreement shall be considered a continuation of employee status and continuous service for all purposes under any equity compensation awards previously granted to Executive by the Company and outstanding on the Transition Commencement Date; and c. if Executive elects to continue coverage under Cadence’s medical, dental, and vision insurance plans pursuant to COBRA following the Transition Commencement Date, Cadence will pay Executive’s COBRA premiums during the Transition Period. Except as so provided or as otherwise set forth in paragraphs 5 and 7 hereof, ; Executive will receive no other compensation or benefits from Cadence in consideration of Executive’s services during the Transition Period.

TRANSITION COMPENSATION AND BENEFITS. In consideration of Executive’s execution of the release of claims in this Agreement and as compensation for Executive’s services during the Transition Period, Cadence will provide the following payments and benefits to Executive (to which Executive would not otherwise be entitled), after Executive has returned to the Company all hard and soft copies of records, documents, materials and files in his possession or control, which contain or relate to confidential, proprietary or sensitive information obtained by Executive in conjunction with his employment with the Company, as well as all other Company-owned property, except to the extent retained pursuant to Section 7 of the Employment Agreement: a. all of the unvested equity compensation awards (including stock options, restricted stock and restricted stock units) that are not performance-based within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), that are outstanding and held by Executive on the Transition Commencement Date and that would have vested over the twelve eighteen (1218) months following the Transition Commencement Date had Executive continued to serve as an executive of the Company pursuant to his Employment Agreement, shall immediately vest and become exercisable in full on the Effective Date of this Agreement, and there shall be no further vesting of those equity compensation awards during or after the Transition Period, notwithstanding any provision in any equity compensation award to the contrary, except as otherwise provided by paragraph 7 hereof. Provided Executive continues in employment under this Agreement through the end of the applicable performance period, unvested equity compensation awards that are performance-based within the meaning of Section 162(m) of the Code and that are outstanding and held by Executive on the Transition Commencement Date shall continue to vest though the end of the applicable performance period provided any such performance period ends within twelve eighteen (1218) months following the Transition Commencement Date, but only to the extent justified by the satisfaction of the performance goals prescribed for such equity awards. Upon the conclusion of the performance period, such awards shall immediately vest to the extent they would have vested over the twelve eighteen (1218) months following the Transition Commencement Date had Executive continued to serve as an executive of the Company pursuant to his Employment Agreement, and there shall be no further vesting of such awards during or after the Transition Period except as otherwise provided by paragraph 7 hereof. Any acceleration pursuant to this paragraph 4(a) will have no effect on any other provisions of the stock awards; b. Executive’s employment pursuant to this Agreement shall be considered a continuation of employee status and continuous service for all purposes under any equity compensation awards previously granted to Executive by the Company and outstanding on the Transition Commencement Date; and c. if Executive elects to continue coverage under Cadence’s medical, dental, and vision insurance plans pursuant to COBRA following the Transition Commencement Date, Cadence will pay Executive’s COBRA premiums during the Transition Period. Except as so provided or as otherwise set forth in paragraphs 5 and 7 hereof, Executive will receive no other compensation or benefits from Cadence in consideration of Executive’s services during the Transition PeriodPeriod (except for such compensation as may be approved for his continued service as a member of the Board of Directors of Cadence).

TRANSITION COMPENSATION AND BENEFITS. In consideration of Executive’s execution of the release of claims in this Agreement and as compensation for Executive’s services during the Transition Period, Cadence will provide the following payments and benefits to Executive (to which Executive would not otherwise be entitled), after Executive has returned to the Company all hard and soft copies of records, documents, materials and files in his possession or control, which contain or relate to confidential, proprietary or sensitive information obtained by Executive in conjunction with his employment with the Company, as well as all other Company-owned property, except to the extent retained pursuant to Section 7 of the Employment Agreement: a. all of the unvested equity compensation awards (including stock options, restricted stock and restricted stock units), with the exception of any outstanding Long Term Performance (“LTP”) that are not performance-based within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”)awards, that are outstanding and held by Executive on the Transition Commencement Date and that would have vested over the twelve eighteen (1218) months following the Transition Commencement Date had Executive continued to serve as an executive of the Company pursuant to his Employment Agreement, shall immediately vest and become exercisable in full on within sixty (60) days following the Effective Date of this AgreementTransition Commencement Date, and there shall be no further vesting of those equity compensation awards during or after the Transition Period, notwithstanding any provision in any equity compensation award to the contrary, except as otherwise provided by paragraph 7 hereof. Provided Executive continues in employment under this Agreement through the end of the applicable performance period, (or, if earlier, one year from the Transition Commencement Date) unvested equity compensation awards that are subject to performance-based within the meaning of Section 162(m) of the Code vesting requirements and that are outstanding and held by Executive on the Transition Commencement Date shall continue to vest though the end of the applicable performance period provided any such performance period ends within twelve eighteen (1218) months following the Transition Commencement Date, but only to the extent justified by the satisfaction of the performance goals prescribed for such equity awards. Upon the conclusion of the performance period, such awards shall immediately vest to the extent they would have vested over the twelve eighteen (1218) months following the Transition Commencement Date had Executive continued to serve as an executive of the Company pursuant to his Employment Agreement, and there shall be no further vesting of such awards during or after the Transition Period except as otherwise provided by paragraph 7 hereof. Any acceleration pursuant to this paragraph 4(a) will have no effect on any other provisions of the stock awards. Treatment and disposition of outstanding LTP awards in connection with any termination of employment shall be governed by the termination provisions of any such outstanding award; b. Executive’s employment pursuant to this Agreement shall be considered a continuation of employee status and continuous service for all purposes under any equity compensation awards previously granted to Executive by the Company and outstanding on the Transition Commencement Date; and c. if Executive elects to continue coverage under Cadence’s medical, dental, and vision insurance plans pursuant to COBRA following the Transition Commencement Date, Cadence will pay Executive’s COBRA premiums during the Transition Period. Except as so provided or as otherwise set forth in paragraphs 5 5, 6 and 7 hereof, Executive will receive no other compensation or benefits from Cadence in consideration of Executive’s services during the Transition Period. Executive acknowledges that all bonuses and awards, including equity awards, that were delivered to Executive subject to the Cadence Design Systems, Inc. Clawback Policy, as amended from time to time, shall remain subject to such policy.

TRANSITION COMPENSATION AND BENEFITS. In consideration of Executive’s execution of the release of claims in this Agreement and as compensation for Executive’s services during the Transition Period, Cadence will provide the following payments and benefits to Executive (to which Executive would not otherwise be entitled), after Executive has returned to the Company all hard and soft copies of records, documents, materials and files in his possession or controlcontrol after conducting a reasonable and diligent search, which contain or relate to confidential, proprietary or sensitive information obtained by Executive in conjunction with his employment with the Company, as well as all other Company-owned property, except to the extent retained pursuant to Section 7 of the Employment Agreement: a. all of the the i. unvested equity compensation awards (including stock options, restricted stock and restricted stock units) that are not performance-based within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), that are outstanding and held by Executive on the Transition Commencement Date and that would have vested over on or before February 28, 2017 had Executive continued to serve as an executive of the twelve Company pursuant to his Employment Agreement, and ii. unvested portion of any equity compensation awards (12including stock options, restricted stock and restricted stock units) months following that are performance-based within the meaning of Section 162(m) of the Code, that are outstanding and held by Executive on the Transition Commencement Date and for which the performance conditions have been met, that would have vested on or before February 28, 2017 had Executive continued to serve as an executive of the Company pursuant to his Employment Agreement, shall immediately vest and become exercisable in full on the Effective Date of this Agreement, and there shall be no further vesting of those equity compensation awards during or after the Transition Period, notwithstanding any provision in any equity compensation award to the contrary, except as otherwise provided by paragraph 7 hereof. Provided Executive continues in employment under this Agreement through the end of the applicable performance period, unvested equity compensation awards that are performance-based within the meaning of Section 162(m) of the Code and that are outstanding and held by Executive on the Transition Commencement Date shall continue to vest though the end of the applicable performance period provided any such performance period ends within twelve (12) months following the Transition Commencement Date, but only to the extent justified by the satisfaction of the performance goals prescribed for such equity awards. Upon the conclusion of the performance period, such awards shall immediately vest to the extent they would have vested over the twelve (12) months following the Transition Commencement Date had Executive continued to serve as an executive of the Company pursuant to his Employment Agreement, and there shall be no further vesting of such awards during or after the Transition Period except as otherwise provided by paragraph 7 hereof. Any acceleration pursuant to this paragraph 4(a) will have no effect on any other provisions of the stock awards; b. Executive’s employment pursuant to this Agreement through the Termination Date shall be considered a continuation of employee status and continuous service for all purposes under any equity compensation awards previously granted to Executive by the Company and outstanding on the Transition Commencement Date; and c. if Executive elects to continue coverage under Cadence’s medical, dental, and vision insurance plans pursuant to COBRA following the Transition Commencement Date, Cadence will pay Executive’s COBRA premiums during the Transition Period. In addition, during the Transition Period, the Company shall reimburse Executive for all reasonable, customary and necessary expenses incurred in the performance of Executive’s duties hereunder in accordance with the Company’s travel and expense reimbursement policy. Except as so provided in this paragraph 4 or as otherwise set forth in paragraphs 5 5, 6 and 7 hereof, Executive will receive no other compensation or benefits from Cadence in consideration of Executive’s services during the Transition Period. Executive acknowledges that all bonuses and awards, including equity awards, that were delivered to Executive subject to the Cadence Design Systems, Inc. Clawback Policy in effect as of January 1, 2010 (the “Clawback Policy”) shall remain subject to the Clawback Policy.

TRANSITION COMPENSATION AND BENEFITS. In consideration of Executive’s execution of the release of claims in this Agreement and in Attachment 1 and as compensation for Executive’s services during the Initial Period and the Transition Period, Cadence will provide the following payments and benefits to Executive (to which Executive would not otherwise be entitled), after so long as Executive has returned returns to the Company Company, on the earlier of the Transition Commencement Date or the date the Executive ceases to serve as a full-time employee of the Company, all hard and soft copies of records, documents, materials and files in his possession or control, which contain or relate to confidential, proprietary or sensitive information obtained by Executive in conjunction with his employment with the Company, as well as all other Company-owned property, except to the extent retained pursuant to Section 7 of the Employment Agreement: a. During the Initial Period, Executive shall continue to receive his base salary, and shall remain eligible to receive bonus compensation for the first half of calendar year 2011 with a personal multiplier of 1.0; provided, however, that in the event Executive’s employment transitions from full-time to part-time prior to the Transition Commencement Date, from and after such transition to part-time status (i) Executive’s base salary shall be pro-rated based on the number of hours per week actually worked by Executive, and (ii) if such transition occurs before July 1, 2011, Executive’s bonus for the first half of 2011 shall be based on his eligible earnings for the period, which would consist of his base salary earned during the period plus any payments earned under paragraph 5(a)(i) above. b. Effective as of the Transition Commencement Date, so long as the Executive executes and delivers a Release of Claims in the form of Attachment 1 hereto no more than ten (10) days before the Transition Commencement Date and such Release of Claims has become irrevocable in accordance with its terms on or prior to the Transition Commencement Date, all of the unvested equity compensation awards (including stock options, restricted stock and restricted stock units) that are not performance-based within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), that are outstanding and held by Executive on the Transition Commencement Date and that would have vested over the twelve (12) months following the Transition Commencement Date had Executive continued to serve as an executive of the Company pursuant to his Employment Agreement, shall immediately vest and become exercisable in full on the Effective Transition Commencement Date of this Agreement, and there shall be no further vesting of those equity compensation awards during or after the Transition Period, notwithstanding any provision in any equity compensation award to the contrary, except as otherwise provided by paragraph 7 8 hereof. Provided Executive continues in employment under this Agreement through the end of the applicable performance period, unvested equity compensation awards that are performance-based within the meaning of Section 162(m) of the Code and that are outstanding and held by Executive on the Transition Commencement Date shall continue to vest though the end of the applicable performance period provided any such performance period ends within twelve (12) months following the Transition Commencement Date, but only to the extent justified by the satisfaction of the performance goals prescribed for such equity awards. Upon the conclusion of the performance period, such awards shall immediately vest to the extent they would have vested over the twelve (12) months following the Transition Commencement Date had Executive continued to serve as an executive of the Company pursuant to his Employment Agreement, and there shall be no further vesting of such awards during or after the Transition Period except as otherwise provided by paragraph 7 8 hereof. Any acceleration pursuant to this paragraph 4(a5(b) will have no effect on any other provisions of the stock awards;. b. c. Executive’s employment pursuant to this Agreement (whether full-time or part-time) shall be considered a continuation of employee status and continuous service for all purposes under any equity compensation awards previously granted to Executive by the Company and outstanding on the Transition Commencement Effective Date; and. c. if d. If Executive elects to continue coverage under Cadence’s medical, dental, and vision insurance plans pursuant to COBRA following the Transition Commencement DateDate (or such earlier date when Executive ceases to be eligible for coverage under Cadence’s medical, dental, and vision insurance plans), Cadence will pay Executive’s COBRA premiums during the Transition Period; provided, however, that Cadence’s payment of such COBRA premiums shall cease upon Executive becoming eligible for coverage under similar benefit plans made available by a subsequent employer. Except as so provided or as otherwise set forth in paragraphs 5 6, 7 and 7 8 hereof, Executive will receive no other compensation or benefits from Cadence in consideration of Executive’s services during the Transition Period.

TRANSITION COMPENSATION AND BENEFITS. In consideration of Executive’s execution of Provided you both accept this Agreement and sign and do not revoke the general release and waiver of claims in this Agreement and as compensation for Executive’s services during the Transition Period, Cadence will provide the following payments and benefits to Executive (to which Executive would not otherwise be entitled), after Executive has returned to the Company all hard and soft copies favor of records, documents, materials and files in his possession or control, which contain or relate to confidential, proprietary or sensitive information obtained by Executive in conjunction with his employment with the Company, as well as all other Company-owned property, except to in the extent retained pursuant to Section 7 of the Employment Agreement: a. all of the unvested equity compensation awards (including stock options, restricted stock and restricted stock units) that are not performance-based within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended form attached hereto (the “CodeFirst Release”), that are outstanding and held by Executive on satisfy all conditions stated in the Transition Commencement Date and that would have vested over the twelve (12) months following the Transition Commencement Date had Executive continued First Release to serve make such release effective as an executive of the Company pursuant to his Employment Agreement, shall immediately vest and become exercisable in full on the Effective Date date of this Agreement, and there shall you will be no further vesting of those equity compensation awards eligible for continued employment during or after the Transition Period, notwithstanding any provision in any equity compensation award to the contrary, except as otherwise provided by paragraph 7 hereof. Provided Executive continues in employment under this Agreement through the end of the applicable performance period, unvested equity compensation awards that are performance-based within the meaning of Section 162(m) of the Code and that are outstanding and held by Executive on the Transition Commencement Date shall continue to vest though the end of the applicable performance period provided any such performance period ends within twelve (12) months following the Transition Commencement Date, but only to the extent justified by the satisfaction of the performance goals prescribed for such equity awards. Upon the conclusion of the performance period, such awards shall immediately vest to the extent they would have vested over the twelve (12) months following the Transition Commencement Date had Executive continued to serve as an executive of the Company pursuant to his Employment Agreement, and there shall be no further vesting of such awards during or after the Transition Period except and the compensation set forth in this “Transition Compensation and Benefits” section. Until the Separation Date, the Company will continue to pay you your regular base salary (annualized at $285,000), and you will continue to be eligible for benefits currently afforded to you, including vacation accrual, participation in the ESPP, 401(k) Plan, continued vesting of your equity awards and Company-sponsored health benefit plans to the fullest extent allowed by such plans. You will remain eligible to receive and will be paid your bonus under the Company’s executive bonus plan for the first half of the Company’s 2014 fiscal year for which you were eligible in your capacity as otherwise provided the Company’s President & General Manager, Cloud Division, subject to determination and approval by paragraph 7 hereofthe Company’s Board of Directors (the “1HFY14 Variable Bonus”) and your continued employment on the earlier of: (a) the date the bonus is paid, and (b) February 28, 2014. Any acceleration For clarity, there will be no adjustment to the 1HFY14 Variable Bonus paid to you based on any calculation of the Company’s executive bonus plan for the second half of the Company’s 2014 fiscal year. You acknowledge that the Company paid you a one-time bonus in connection with your promotion to President and General Manager of ShoreTel’s Cloud Division in the amount of $76,250, (the “CY13 Performance Bonus”) and pursuant to this paragraph 4(a) will have no effect on any other provisions the terms of the stock awards; b. Executive’s CY13 Performance Bonus the parties acknowledge that you are required to repay to the Company on a prorated basis the CY13 Performance Bonus in the event you voluntarily terminate your employment pursuant with the Company prior to this Agreement shall be considered a continuation of employee status February 1, 2014. Provided you remain employed through February 1, 2014 and continuous service the Company has not terminated your employment for all purposes under any equity compensation awards previously granted Cause prior to Executive by such date, then, the Company and outstanding you acknowledge that your obligation to repay the CY13 Performance shall lapse on such date. For the Transition Commencement Date; and c. if Executive elects avoidance of doubt, the parties agree that other than the 1HFY14 Variable Bonus and the CY13 Performance Bonus, you will not be eligible for any other bonus from the Company, including, but not limited to continue coverage under Cadenceany bonus that relates to the second half of the Company’s medical2014 fiscal year. Provided you remain employed through February 28, dental2014 and the Company has not terminated your employment for Cause, then, the Company releases you from your obligation to repay the Conditional Bonus as provided for in the letter agreement between you and vision insurance plans pursuant to COBRA following the Transition Commencement DateCompany dated September 20, Cadence will pay Executive’s COBRA premiums during 2013 (the Transition Period. Except as so provided or as otherwise set forth in paragraphs 5 and 7 hereof, Executive will receive no other compensation or benefits from Cadence in consideration of Executive’s services during the Transition Period“Conditional Bonus Agreement”).

TRANSITION COMPENSATION AND BENEFITS. In consideration of Executive’s execution of the release of claims in this Agreement and as compensation for Executive’s 's services during the Transition Period, Cadence will provide the following payments and benefits to Executive (to which Executive would not otherwise be entitled), after Executive has returned to the Company all hard and soft copies of records, documents, materials and files in his possession or control, which contain or relate to confidential, proprietary or sensitive information obtained by Executive in conjunction with his employment with the Company, as well as all other Company-owned property, except to the extent retained pursuant to Section 7 of the Employment AgreementExecutive: a. a monthly salary of $2,125 less applicable tax withholdings and deductions, payable in accordance with Cadence's regular payroll schedule; b. all of the unvested equity compensation options and other outstanding stock awards (including stock options, restricted stock and restricted stock units) that are not performance-based within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), that are outstanding and held by Executive on the Transition Commencement Date and that would have vested over the twelve succeeding thirty (1230) months following the Transition Commencement Date month period had Executive continued to serve as an executive of Executive Chairman under the Company pursuant to his Executive's Employment Agreement, Agreement during that period shall immediately vest and become exercisable in full on the Effective Date of this Agreement, and there shall be no further vesting of those equity compensation options or stock awards during or after the Transition Period, notwithstanding any provision in any equity compensation award stock option or stock agreement to the contrary, except as otherwise provided by paragraph 7 hereof. Provided Executive continues in employment under this Agreement through the end of the applicable performance period, unvested equity compensation awards that are performance-based within the meaning of Section 162(m) of the Code and that are outstanding and held by Executive on the Transition Commencement Date shall continue to vest though the end of the applicable performance period provided any such performance period ends within twelve (12) months following the Transition Commencement Date, but only to the extent justified by the satisfaction of the performance goals prescribed for such equity awards. Upon the conclusion of the performance period, such awards shall immediately vest to the extent they would have vested over the twelve (12) months following the Transition Commencement Date had Executive continued to serve as an executive of the Company pursuant to his Employment Agreement, and there shall be no further vesting of such awards during or after the Transition Period except as otherwise provided by paragraph 7 hereof. Any This acceleration pursuant to this paragraph 4(a) will have no effect on any other provisions of the stock awards; b. c. Executive’s 's employment pursuant to this Agreement shall be considered a continuation of employee status and continuous service for all purposes under of continued exercisability, with respect to any equity compensation awards stock options previously granted to Executive by the Company and that are outstanding on the Transition Commencement Date; provided that no additional vesting shall be granted with respect to stock options or restricted stock; and c. if d. the Company shall continue to provide Executive elects to continue coverage under Cadence’s medical, dentalwith, and vision pay the full cost of, health, disability and life insurance plans pursuant coverage for Executive, his spouse and dependents that is commensurate with the coverage then provided to Executive, his spouse and dependents at the time of termination. The Company shall structure such health, disability and life insurance coverage as nontaxable benefits to the maximum extent possible. Specifically for health insurance coverage, to the extent permitted by the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") and by the Company's group health insurance policies, the Executive shall elect COBRA following continuation coverage and the Transition Commencement Date, Cadence will Company shall pay Executive’s Executive and his covered dependents' COBRA continuation premiums during the Transition Period. Executive agrees to notify both the General Counsel and the Senior Vice President of Human Resources of Cadence, in writing, immediately upon the commencement of health benefit coverage that would cause Executive's COBRA continuation coverage to cease. This Section 4(d) provides only for the Company's payment of COBRA continuation premiums for the periods specified above and is not intended to affect, nor does it affect, the rights of Executive, or Executive's covered dependents under any applicable law with respect to health insurance continuation coverage. Except as so provided or as otherwise set forth in paragraphs 5 and 7 paragraph 6 hereof, Executive will receive no other compensation or benefits from Cadence in consideration of Executive’s 's services during the Transition Period.

TRANSITION COMPENSATION AND BENEFITS. In consideration of of, and subject to, Executive’s execution and non-revocation of the release of claims in this Agreement Agreement, including Section 8, and compliance with its terms (including, without limitation, Section 3), and as compensation for Executive’s services during the Transition Period, Cadence will provide the following payments and benefits to Executive (to which Executive would not otherwise be entitled), after Executive has returned to the Company all hard and soft copies of records, documents, materials and files in his possession or control, which contain or relate to confidential, proprietary or sensitive information obtained by Executive in conjunction with his employment with the Company, as well as all other Company-owned property, except to the extent retained pursuant to Section 7 of the Employment Agreement:): a. within 60 days following the Transition Commencement Date, all of the unvested equity compensation awards (including stock options, restricted stock and restricted stock units) that are not performance-vest solely based within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), on continued service over time and that are outstanding and held by Executive on the Transition Commencement Date shall vest and that become exercisable to the same extent such awards would have vested over the twelve (12) months following the Transition Commencement Date and become exercisable pursuant to their terms had Executive continued to serve as an executive of the Company pursuant to his Employment Agreementfrom the Transition Commencement Date through May 12, shall immediately vest and become exercisable in full on the Effective Date of this Agreement2025, and there shall be no further vesting of those equity compensation awards during or after the Transition Period, notwithstanding any provision in any equity compensation award to the contrary, except as otherwise provided by paragraph 7 hereof. Provided Section 7. b. provided Executive continues in employment to perform Executive’s obligations under this Agreement through March 15, 2025, the end portion of the applicable performance periodExecutive’s unvested restricted stock award granted |US-DOCS\150413528.4|| on March 15, unvested equity compensation awards 2024 that are performance-based within the meaning of Section 162(m) of the Code and that are outstanding and held by Executive on the Transition Commencement Date shall continue is scheduled to vest though the end on March 15, 2025 based on achievement of the applicable performance period provided any such performance period ends within twelve (12) months following the Transition Commencement Datea 2024 revenue goal shall vest on March 15, but only 2025 to the extent justified by the satisfaction of the performance goals prescribed such revenue goal; c. Executive’s status and service pursuant to this Agreement shall be considered a continuation of employee status and continuous service solely for such equity awards. Upon the conclusion purposes of the performance period, such equity compensation awards shall immediately vest previously granted to Executive by the extent they would have vested over the twelve (12) months following Company and outstanding on the Transition Commencement Date had Executive continued to serve as an executive of the Company pursuant to his Employment AgreementDate, provided that for any awards not described in Sections 4(a) and 4(b), there shall be no further vesting of such awards during or after the Transition Period except as otherwise provided by paragraph 7 hereof. Any acceleration pursuant to this paragraph 4(a) will have no effect on any other provisions of the stock awards; b. Executive’s employment pursuant to this Agreement shall be considered a continuation of employee status and continuous service for all purposes under any equity compensation awards previously granted to Executive by the Company and outstanding on the Transition Commencement DateSection 7; and c. d. if Executive elects to continue coverage under CadenceXxxxxxx’s medical, dental, and vision insurance plans pursuant to COBRA following the Transition Commencement Date, Cadence will pay Executive’s COBRA premiums during the Transition Period. Except as so provided or as otherwise set forth in paragraphs 5 and 7 hereofthis Agreement, Executive will receive no other compensation or benefits (including pursuant to any equity awards) from Cadence in consideration of Executive’s services during the Transition PeriodPeriod or the termination of Executive’s employment. Executive acknowledges that all bonuses and awards, including equity awards, that were delivered to Executive subject to the Cadence Design Systems, Inc. Clawback Policy, as amended from time to time, shall remain subject to such policy.

TRANSITION COMPENSATION AND BENEFITS. In consideration of Executive’s execution of the release of claims in this Agreement and in Attachment 1 and as compensation for Executive’s services during the Initial Period and the Transition Period, Cadence will provide the following payments and benefits to Executive (to which Executive would not otherwise be entitled), after so long as Executive has returned returns to the Company Company, on the earlier of the Transition Commencement Date or the date the Executive ceases to serve as a full-time employee of the Company, all hard and soft copies of records, documents, materials and files in his possession or control, which contain or relate to confidential, proprietary or sensitive information obtained by Executive in conjunction with his employment with the Company, as well as all other Company-owned property, except to the extent retained pursuant to Section 7 of the Employment Agreement: a. During the Initial Period, Executive shall continue to receive his base salary, and shall remain eligible to receive bonus compensation for calendar year 2010; provided, however, that in the event Executive’s employment transitions from full-time to part-time prior to the Transition Commencement Date, from and after such transition to part-time status (i) Executive’s base salary shall be pro-rated based on the number of hours per week actually worked by Executive and (ii) if such transition occurs before December 31, 2010, Executive’s bonus for the second half of 2010 shall be based on his eligible earnings for the period, which would consist of his base salary earned during the period plus any payments earned under paragraph 5(a)(i) above. b. Effective as of the Transition Commencement Date, so long as the Executive executes and delivers a Release of Claims in the form of Attachment 1 hereto no more than ten (10) days before the Transition Commencement Date and such Release of Claims has become irrevocable in accordance with its terms on or prior to the Transition Commencement Date, all of the unvested equity compensation awards (including stock options, restricted stock and restricted stock units) that are not performance-based within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), that are outstanding and held by Executive on the Transition Commencement Date and that would have vested over the twelve (12) months following the Transition Commencement Date had Executive continued to serve as an executive of the Company pursuant to his Employment Agreement, shall immediately vest and become exercisable in full on the Effective Transition Commencement Date of this Agreement, and there shall be no further vesting of those equity compensation awards during or after the Transition Period, notwithstanding any provision in any equity compensation award to the contrary, except as otherwise provided by paragraph 7 8 hereof. Provided Executive continues in employment under this Agreement through the end of the applicable performance period, unvested equity compensation awards that are performance-based within the meaning of Section 162(m) of the Code and that are outstanding and held by Executive on the Transition Commencement Date shall continue to vest though the end of the applicable performance period provided any such performance period ends within twelve (12) months following the Transition Commencement Date, but only to the extent justified by the satisfaction of the performance goals prescribed for such equity awards. Upon the conclusion of the performance period, such awards shall immediately vest to the extent they would have vested over the twelve (12) months following the Transition Commencement Date had Executive continued to serve as an executive of the Company pursuant to his Employment Agreement, and there shall be no further vesting of such awards during or after the Transition Period except as otherwise provided by paragraph 7 8 hereof. Any acceleration pursuant to this paragraph 4(a5(b) will have no effect on any other provisions of the stock awards;. b. c. Executive’s employment pursuant to this Agreement (whether full-time or part-time) shall be considered a continuation of employee status and continuous service for all purposes under any equity compensation awards previously granted to Executive by the Company and outstanding on the Transition Commencement Effective Date; and. c. if d. If Executive elects to continue coverage under Cadence’s medical, dental, and vision insurance plans pursuant to COBRA following the Transition Commencement DateDate (or such earlier date when Executive ceases to be eligible for coverage under Cadence’s medical, dental, and vision insurance plans), Cadence will pay Executive’s COBRA premiums during the Transition Period; provided, however, that Cadence’s payment of such COBRA premiums shall cease upon Executive becoming eligible for coverage under similar benefit plans made available by a subsequent employer. Except as so provided or as otherwise set forth in paragraphs 5 6, 7 and 7 8 hereof, Executive will receive no other compensation or benefits from Cadence in consideration of Executive’s services during the Transition Period.