EXHIBIT 4.3
Original Grant Date: July 20, 1988
Option Number: 676
Original Number of Shares: 192,505
Shares Remaining Unexercised: 192,505
AMENDMENT ONE TO
NONQUALIFIED STOCK OPTION AGREEMENT
JANUARY 22, 1997
Xxxxxx X. Xxxxxxxx, Optionee:
Effective this date, Cadence Design Systems, Inc. (the "Company") has
amended the Nonqualified Stock Option identified above (the "Option"), which
was granted to you as optionee under the Company's 1987 Stock Option Plan
(the "Plan"). The changes to the terms of the Option contained in this
Amendment One are mutually agreed to by you and the Company and are set forth
below:
1. Section 7 of the Option is deleted in its entirety and replaced with
the following:
7. TRANSFERABILITY OF OPTION. This Option is not transferable,
except (i) by will or by the laws of descent and distribution, (ii) by
written designation which takes effect upon your death, (iii) by
written instruction, in a form accepted by the Company, to your spouse,
children, stepchildren, or grandchildren (whether adopted or natural),
to a trust created solely for the benefit of you and the foregoing
persons, or (iv) to your former spouse (if transfer is pursuant to a
judicial decree dissolving your marriage). During your life this Option
is exercisable only by you or a transferee satisfying the above
conditions. The right of a transferee to exercise the transferred
portion of this Option after your termination of employment with the
Company shall terminate in accordance with your right of exercise under
Section 5 of this Option, and after your death under Section 6 of this
Option (treating the transferee as a person who acquired the right to
exercise this Option by bequest or inheritance. The terms of this
Option shall be binding upon the transferees, executors,
administrators, heirs, successors, and assigns of the Optionee.
1.
Except as Section 7 has been specifically amended and modified herein,
the Option shall continue in force and effect pursuant to its terms, as
originally granted, subject to the provisions of the Plan.
Dated the 22nd day of January, 1997.
Very truly yours,
CADENCE DESIGN SYSTEMS, INC.
By: /s/ X. Xxxxxxx Xxxxxxx
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The undersigned Optionee acknowledges receipt of the foregoing Amendment
and understands and agrees that the rights and liabilities with respect to
the Option described therein are now contained in the Option, this Amendment One
and the Plan. Copies of the Option and the Plan have previously been received by
Optionee.
/s/ Xxxxxx X. Xxxxxxxx
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Optionee's signature
Address: ----------------------------
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2.
