EXHIBIT 10.2.1 NASSDA CORPORATION 1998 STOCK OPTION PLAN FORM OF STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement. I. NOTICE OF STOCK OPTION GRANT...Stock Option Agreement • September 4th, 2001 • Nassda Corp • California
EXHIBIT 1.1 Form of Underwriting Agreement November ___, 2001 Robertson Stephens, Inc. SG Cowen Securities Corporation UBS Warburg LLC As Representatives of the Several Underwriters c/o Robertson Stephens, Inc. 555 California Street, Suite 2600 San...Underwriting Agreement • November 28th, 2001 • Nassda Corp • Services-prepackaged software • New York
FORM OF AGREEMENT AND PLAN OF MERGER OF NASSDA CORPORATION A DELAWARE CORPORATION AND A CALIFORNIA CORPORATIONMerger Agreement • September 4th, 2001 • Nassda Corp
EXHIBIT 10.3.1 NASSDA CORPORATION 2001 STOCK OPTION PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement. I. NOTICE OF STOCK OPTION GRANT...Stock Option Agreement • September 4th, 2001 • Nassda Corp • California
EXHIBIT 10.4.1 NASSDA CORPORATION FORM OF DIRECTOR OPTION AGREEMENT NASSDA Corporation (the "Company"), has granted to ___________________ (the "Optionee"), an option to purchase a total of [__________ (____)] shares of the Company's Common Stock (the...Director Option Agreement • September 4th, 2001 • Nassda Corp • California
EXHIBIT 10.8 EXCLUSIVE DISTRIBUTOR AGREEMENT THIS AGREEMENT made this 1 day of October, 1999, by and between Nassda Corporation, a California corporation with its principal place of business at 625 Ellis Street, Suite 206, Mountain View, CA 94043,...Exclusive Distributor Agreement • September 4th, 2001 • Nassda Corp • California
EXHIBIT 10.5.1 NASSDA CORPORATION 2001 EMPLOYEE STOCK PURCHASE PLAN FORM OF SUBSCRIPTION AGREEMENT _____ Original Application Enrollment Date: ___________ _____ Change in Payroll Deduction Rate _____ Change of Beneficiary(ies) 1. ____________________...Employee Stock Purchase Plan • September 4th, 2001 • Nassda Corp
AGREEMENT OF MERGERMerger Agreement • December 3rd, 2004 • Nassda Corp • Services-prepackaged software • Delaware
THIS AGREEMENT OF MERGER (“Agreement”) is made and entered into as of November 30, 2004, by and among: SYNOPSYS, INC., a Delaware corporation (“Parent”); NORTH ACQUISITION SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”); and NASSDA CORPORATION, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
NASSDA CORPORATION SECOND AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • January 5th, 2005 • Nassda Corp • Services-prepackaged software • Delaware
This Second Amended and Restated Indemnification Agreement (“Agreement”) is made as of this 3rd day of January 2005, by and between NASSDA Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
VOTING AGREEMENTVoting Agreement • December 3rd, 2004 • Nassda Corp • Services-prepackaged software • Delaware
This Voting Agreement (“Agreement”) is entered into as of November 30, 2004, by and between Synopsys, Inc., a Delaware corporation (“Parent”), and [ ] (“Stockholder”).
NASSDA CORPORATION AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • December 3rd, 2004 • Nassda Corp • Services-prepackaged software • Delaware
This Indemnification Agreement (“Agreement”) is made as of this 30th day of November 2004, by and between NASSDA Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
NONCOMPETITION AGREEMENTNoncompetition Agreement • December 3rd, 2004 • Nassda Corp • Services-prepackaged software • California
This NONCOMPETITION AGREEMENT is being executed and delivered as of November 30, 2004 by (the “Stockholder”) in favor of, and for the benefit of: NASSDA CORPORATION, a Delaware corporation (the “Company”); SYNOPSYS, INC.¸ a Delaware corporation (“Parent”); and the other “Indemnitees” (as defined in Section 21). Certain capitalized terms used in this Noncompetition Agreement are defined in Section 21. Certain other capitalized terms used but not otherwise defined in this Noncompetition Agreement have the meanings assigned to them in the Merger Agreement (as defined in Recital B).
EXHIBIT 10.1 NASSDA CORPORATION FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is made as of this ___ day of ___________, ______, by and between NASSDA Corporation, a Delaware corporation (the "Company"), and...Indemnification Agreement • September 4th, 2001 • Nassda Corp • Delaware
AMENDMENT II TO EXCLUSIVE DISTRIBUTOR AGREEMENTExclusive Distributor Agreement • December 23rd, 2002 • Nassda Corp • Services-prepackaged software
This Amendment II is entered into this 14th day of February, 2002 by and between Nassda Corporation located at 2975 Scott Blvd., Suite 110, Santa Clara, CA 95054 U.S.A. (“Company”) and Marubeni Solutions Corporation located at Higashi 1-26-20, Shibuya-ku, Tokyo 150-0011, Japan (“Distributor”).
LEASE BY AND BETWEEN SAN TOMAS PROPERTIES, LLC, a Delaware limited liability company as Landlord and NASSDA CORPORATION as Tenant For Premises located at Second Floor of 2650 San Tomas Expressway, Santa Clara, CaliforniaLease Agreement • February 14th, 2003 • Nassda Corp • Services-prepackaged software • California
This Lease is dated as of the lease reference date specified in Section A of the Summary of Basic Lease Terms and is made by and between the party identified as Landlord in Section B of the Summary and the party identified as Tenant in Section C of the Summary.
AMENDMENT III TO EXCLUSIVE DISTRIBUTOR AGREEMENTExclusive Distributor Agreement • November 26th, 2003 • Nassda Corp • Services-prepackaged software
This Amendment III is entered into this 1st day of October, 2003 by and between Nassda Corporation located at 2650 San Tomas Expressway, Santa Clara, CA 95051-0953 U.S.A. ("Company") and Marubeni Solutions Corporation located at Higashi 1-26-20, Shibuya-ku, Tokyo 150-0011, Japan ("Distributor").
FORM OF INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENTIntellectual Property Assignment Agreement • January 28th, 2005 • Nassda Corp • Services-prepackaged software • California
This INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (this "IP Assignment Agreement") is entered into on November 30, 2004, by and between NASSDA CORPORATION, a Delaware corporation (the "Company"), and , an individual, ("Assignor"). The Company and Assignor individually may be referred to as a "Party," and together as the "Parties."
RELINQUISHMENT AGREEMENTRelinquishment Agreement • December 3rd, 2004 • Nassda Corp • Services-prepackaged software • California
THIS RELINQUISHMENT AGREEMENT is made and entered into as of November 30, 2004, by and between NASSDA CORPORATION, a Delaware corporation (the “Company”), SYNOPSYS, INC., a Delaware corporation (“Parent”) and (the “Optionee”). This Relinquishment Agreement is effective immediately prior to the consummation of the Merger (as defined in Recital A). Certain capitalized terms used but not otherwise defined in this Relinquishment Agreement have the meanings assigned to them in the Merger Agreement (as defined in Recital A).
NASSDA CORPORATION AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • January 5th, 2005 • Nassda Corp • Services-prepackaged software • Delaware
This Amended and Restated Indemnification Agreement (“Agreement”) is made as of this 3rd day of January 2005, by and between NASSDA Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
ADDENDUM NO. 1Lease Addendum • February 14th, 2003 • Nassda Corp • Services-prepackaged software
This ADDENDUM NO. 1 (this “Addendum”) is made in connection with and is a part of that certain Lease, dated as of December 20, 2002 by and between San Tomas Properties, LLC, a Delaware limited liability company, as Landlord, and Nassda Corporation, as Tenant (the “Lease”).
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENTIntellectual Property Assignment Agreement • December 3rd, 2004 • Nassda Corp • Services-prepackaged software • California
This INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (this “IP Assignment Agreement”) is entered into on November 30, 2004, by and between NASSDA CORPORATION, a Delaware corporation (the “Company”), and , an individual, (“Assignor”). The Company and Assignor individually may be referred to as a “Party,” and together as the “Parties.”
RESIGNATION LETTERResignation Letter • December 3rd, 2004 • Nassda Corp • Services-prepackaged software
Pursuant to Section 1.1(b) of the Agreement to Settle Litigation (“Settlement Agreement”), dated as of November 30, 2004, among Synopsys, Inc., a Delaware corporation (“Parent”), and the Specified Individuals (as defined therein, including myself), and in order to induce Parent to consummate the transactions contemplated by the Settlement Agreement and the Merger Agreement (as defined in the Settlement Agreement), and for other valuable consideration (the receipt and sufficiency of which are hereby acknowledged), effective immediately prior to the merger contemplated by the Merger Agreement, I hereby tender my resignation as an employee, officer and director of Nassda Corporation, and my resignation as an employee, officer and director of each of the other Acquired Corporations (as defined in the Merger Agreement) in which I may hold any such status.
COOPERATION AND SUPPORT AGREEMENTCooperation and Support Agreement • December 3rd, 2004 • Nassda Corp • Services-prepackaged software • California
This COOPERATION AND SUPPORT AGREEMENT (this “Cooperation and Support Agreement”) is entered into on November 30, 2004, by and between NASSDA CORPORATION, a Delaware corporation (“Nassda”); SYNOPSYS, INC., a Delaware corporation (“Synopsys”); and (“Specified Individual”). Nassda, Synopsys, and Specified Individual individually may be referred to as a “Party,” and together as the “Parties.”
AGREEMENT TO SETTLE LITIGATION among:Settlement Agreement • December 3rd, 2004 • Nassda Corp • Services-prepackaged software • California
THIS AGREEMENT TO SETTLE LITIGATION (“Settlement Agreement”) is made and entered into as of November 30, 2004, by and among SYNOPSYS, INC., a Delaware corporation (“Parent”), and the following individuals (the “Specified Individuals”): Walter Chan, An-Chang Deng, Iouri Feinberg, Andrei Tcherniaev, Jeh-Fu Tuan and Sang S. Wang.
FORM OF RELINQUISHMENT AGREEMENTRelinquishment Agreement • January 28th, 2005 • Nassda Corp • Services-prepackaged software • California
THIS RELINQUISHMENT AGREEMENT is made and entered into as of November 30, 2004, by and between NASSDA CORPORATION, a Delaware corporation (the "Company"), SYNOPSYS, INC., a Delaware corporation ("Parent") and (the "Optionee"). This Relinquishment Agreement is effective immediately prior to the consummation of the Merger (as defined in Recital A). Certain capitalized terms used but not otherwise defined in this Relinquishment Agreement have the meanings assigned to them in the Merger Agreement (as defined in Recital A).
RELEASE OF CLAIMS (Officers and Directors)Release of Claims • December 3rd, 2004 • Nassda Corp • Services-prepackaged software • California
This Release of Claims (“Release”) is given by SYNOPSYS, INC., a Delaware corporation (“Synopsys”), and NASSDA CORPORATION, a Delaware corporation (“Nassda”), in favor of [name of officer or director of Nassda] (the “Representative”), and by the Representative in favor of Synopsys and Nassda.
NASSDA CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • December 3rd, 2004 • Nassda Corp • Services-prepackaged software • Delaware
This Indemnification Agreement (“Agreement”) is made as of this day of November 2004, by and between NASSDA Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
CONSULTING AGREEMENTConsulting Agreement • December 3rd, 2004 • Nassda Corp • Services-prepackaged software • California
This CONSULTING AGREEMENT (this “Consulting Agreement”) is entered into on November 30, 2004, by and between NASSDA CORPORATION, a Delaware corporation, (“Nassda”); SYNOPSYS, INC., a Delaware corporation, (“Synopsys”); and , an individual, (“Consultant”). Nassda, Synopsys, and Consultant individually may be referred to as a “Party,” and together as the “Parties.”
