AGREEMENT
Exhibit 10.12
AGREEMENT
This AGREEMENT (this “Agreement”), executed as of October 15, 2008, is entered into between
Xxxxx Xxxxxx (“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 will resume full-time employment with Cadence in the future and it is the parties’
intent and agreement that, due to the limited nature of the services to be provided to the Company
by Executive hereunder and under the Transition Agreement, Executive will have experienced a
“separation from service” as defined in Section 409A of the Internal Revenue Code of 1986, as
amended, as of the Transition Commencement Date (as such term is defined in the Transition
Agreement).
4. ADDITIONAL TRANSITION COMPENSATION. In consideration of and as compensation for the
additional services to be provided by Executive during the first six months of the Transition
Period pursuant to this Agreement, Cadence will, for a period of six months immediately following
the Transition Commencement Date, pay Executive a monthly salary of $41,667.00, less applicable tax
withholdings and deductions, payable in accordance with Cadence’s regular payroll schedule,
commencing on the first pay date following the Effective Date. The Company and Executive
acknowledge and agree that such payments are in addition to and not in lieu of any compensation
and/or benefits payable to Executive pursuant to the Transition Agreement. Executive acknowledges
and agrees that Executive will receive no other compensation or benefits from Cadence in
consideration of Executive’s services under this Agreement.
5. TERMINATION. Notwithstanding anything herein to the contrary, this Agreement and the
Company’s obligations to make any future payments hereunder shall immediately terminate upon the
Termination Date (as such term is defined in the Transition Agreement). In addition, the Company
shall have the right to terminate this Agreement and its obligations to make any future payments
hereunder in the event that the Company reasonably determines in good faith that Executive has
materially failed to perform the services described in paragraph 3 hereof alter reasonable written
notice of such failure and a reasonable opportunity to cure has been provided by the Company to
Executive.
6. INTEGRATED AGREEMENT. This Agreement, along with the Transition Agreement, is intended by
the parties to be a complete and final expression of their rights and duties respecting the subject
matter of this Agreement. Nothing herein is intended to alter or amend any rights and/or
obligations of the Company or Executive under the “Transition Agreement.
7. INCORPORATION. In addition to the above, paragraphs 10, 14, 15, 16, 17, 18 and 19 of the
Transition Agreement are hereby incorporated into this Agreement by this reference.
EXECUTION OF AGREEMENT’
The parties execute this Agreement to evidence their acceptance of it,
| Dated: October 15, 2008 | Dated: October 15, 0000 | |||||||
| Xxxxx Xxxxxx | XXXXXXX DESIGN SYSTEMS, INC. | |||||||
/s/ Xxxxx Xxxxxx
|
By: | /s/ Xxxxx X. Xxxxx | ||||||
| Xx. Vice President & General Counsel | ||||||||
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