EXHIBIT 10.23
AMENDMENT NO. 1 TO AGREEMENT
This Amendment No. 1 to the Agreement between IKOS Systems, Inc. (the
"Company") and the undersigned employee of the Company ("Employee") dated
June 2, 1994 is made as of this 26th day of June 2001.
WHEREAS, the Company and Employee are party to that certain Agreement
dated June 2, 1994 (the "Agreement") by which Company has agreed to pay Employee
the severance benefits specified therein under certain circumstances;
WHEREAS, Synopsys, Inc. has agreed to acquire the Company (the
"Acquisition").
WHEREAS, as a result of the Acquisition, the Company and Employee wish
to amend the Agreement in order to make certain changes thereto.
NOW, THEREFORE, in consideration of Synopsys' willingness to complete
the Acquisition and of the premises and mutual covenants and agreements
hereinafter set forth, the parties agree as follows.
1. AMENDMENT TO SECTION 1. Section 1 of the Agreement is hereby amended
to read in its entirety as follows:
"1. Severance. If, within two years after the date of closing of
the Acquisition (the "Closing Date"), Synopsys terminates Employee's
employment without "Cause" (as defined below) or Employee terminates his
employment with Synopsys within 60 days of (i) Employee being required
to move his office to a location more than thirty (30) miles from the
Company's principal place of business as it exists on the date
immediately prior to the Closing Date, or (ii) Employee's base salary
immediately prior to the Closing Date being reduced, Employee shall
continue to receive the base salary (including the target bonus for
which Employee would have been eligible had Employee remained employed
through the year in which Employee terminated, paid ratably over the
period in which Employee receives severance), vacation pay, and the
insurance and health benefits he received immediately prior to the Date
of Termination (as defined below) until the earlier of (x) the end of
the Non-Compete Period (as defined below), and (y) the date on which
Employee violates any of the agreements contained in Section 3 below.
Employee shall not be entitled to receive any other compensation or
benefits, including, without limitation, additional stock options
grants, bonus or other pay. Existing unvested stock options will vest
100% as of the termination date. Notwithstanding the foregoing, if
Synopsys releases the Employee from the restrictions contained in
Section 3 below, at any time after the first anniversary of the Closing
Date, such release shall terminate Synopsys' obligation to continue the
base salary, bonus, vacation and benefits as stated above."
2. ADDITION OF NEW SECTION 3. The Agreement is hereby amended to add a
new Section 3 to read in its entirely as follows:
3. Noncompetition Agreement.
(a) Employee understands and agrees that this amendment
to the Agreement is entered into in connection with the merger
of the Company with and into Synopsys. Employee further
understands and agrees that he was a substantial shareholder of
the Company and a key and significant member of either the
management and/or the technical workforce of the Company and
that he will receive substantial consideration as a result of
Synopsys' purchase of his stock interest in the Company.
Employee and the Company both agree that the Company is engaged
in its business in each of the fifty states of the United States
and certain other countries throughout the world and that
following the Acquisition, the Company and Synopsys will
continue conduct such business in all parts of the United States
and certain other countries throughout the world.
(b) Employee agrees that at all times during the
Non-Compete Period, as defined below, not, as an employee,
agent, consultant, advisor, independent contractor, general
partner, officer, director, stockholder, investor, lender or
guarantor of any corporation, partnership or other entity
(including, but not limited to, Cadence Design Systems, Inc.,
Mentor Graphics Corporation, Tharas Systems, Inc., Aptix
Corporation or Axis Corporation), or in any other capacity to
directly or indirectly:
(i) participate in the "Business" (as defined
below) anywhere in the United States or in any of the
countries in which the Company conducts business as of
the Closing Date;
(ii) permit his name to be used in connection
with any effort involving the Business;
(iii) call upon any person who is, at the time
the person is called upon, an employee of the Company or
Synopsys for the purpose or with the intent of
soliciting such employee away from or out of the employ
of the Company or Synopsys; or
(iv) call upon any person who is, at the time
the person is called upon, a customer of the Company or
Synopsys for the purpose of soliciting or selling
products or services that relate to the Business.
(c) For purposes of this agreement "Business" means any
business, activity or arrangement that engages in the design,
development, manufacturing, marketing or sale of integrated
circuit emulation or hardware-based simulation acceleration
products.
(d) "Non-Compete Period" means the period commencing on
the closing date of the Acquisition and continuing until the
earlier of (1) one year
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after the date of termination of Employee's employment and (2)
the second anniversary of the closing date of the Acquisition.
(e) Notwithstanding the foregoing, Employee may (i)
serve as an employee or consultant for either Cadence Design
Systems, Inc. or Mentor Graphics, Inc. or their successors,
provided that Employee does not participate in, provide any
services for or any benefit to activities within those entities
which meet the definition of "Business"; and (ii ) own, directly
or indirectly, solely as an investment, up to one percent (1%)
of any class of "publicly traded securities" of any business
that is competitive or substantially similar to the Business.
The term "publicly traded securities" shall mean securities that
are traded on a national securities exchange or listed on the
National Association of Securities Dealers Automated Quotation
System.
(f) If any restriction set forth in this non-competition
section is found by a court to be unreasonable, then Employee
agrees, and hereby submits, to the reduction and limitation of
such prohibition to such area and/or period as shall be deemed
reasonable. Employee acknowledges that the services that he
provides to the Company are unique and that irreparable harm
will be suffered by the Company and Synopsys in the event of the
breach by the Employee of any of his obligations under this
agreement, and that the Company and Synopsys will be entitled,
in addition to its other rights, to enforce by an injunction or
decree of specific performance the obligations set forth in this
agreement. Any claims asserted by Employee against Synopsys
shall not constitute a defense in any injunction action brought
by Synopsys to obtain specific enforcement of this non-
competition section.
3. ADDITION OF NEW SECTION 4. The Agreement is hereby amended to add a
new Section 4 to read in its entirety as follows:
4. Successors and Assigns. This Agreement shall inure to the
benefit of each party's successors and assigns. The parties
specifically agree that Synopsys shall be considered a third
party beneficiary under this Agreement and shall be entitled to
enforce all of the terms herein.
4. AMENDMENT TO SECTION NUMBERS. Former Section numbers 3 through 9 are
hereby amended to be Section numbers 5 through 11, respectively.
5. NO OTHER AMENDMENT. Other than as set forth above, no other
provisions of the Agreement are amended or changed.
6. EFFECTIVENESS OF AMENDMENT. This Agreement shall be effective upon
the closing date of the Acquisition.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first above written.
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IKOS SYSTEMS, INC. EMPLOYEE
By: /s/ Xxxxxx Xxxxxx /s/ Xxxxxx Xxxxxxx
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Title: CFO Xxxxxx Xxxxxxx
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