STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT is dated as of June 14, 1999, between Cadence
Design Systems, Inc., a Delaware corporation ("Parent"), CDSI Acquisition
Corporation ("Purchaser") and OrCAD, Inc., a Delaware corporation (the
"Company"). Terms which are capitalized herein, and which are defined in the
Merger Agreement, shall have the meanings therein set forth.
RECITALS
WHEREAS, contemporaneously with the execution and delivery of this
Agreement, Parent, Purchaser and the Company are entering into an Agreement and
Plan of Merger, dated as of the date hereof (the "Merger Agreement"), which
provides for, upon the terms and subject to the conditions set forth therein,
(i) the commencement by Purchaser of a tender offer (the "Offer") for all of the
issued and outstanding shares of common stock, par value $.01 per share, of the
Company (the "Common Stock"), at a price of $13.00 per share, net to the seller
in cash, and (ii) the subsequent merger of Purchaser with and into the Company
(the "Merger").
As a condition to their willingness to enter into the Merger Agreement,
Parent and Purchaser have required that the Company agree, and the Company has
agreed, to enter into this Stock Option Agreement, pursuant to which Parent or
Purchaser, as Parent may designate, shall have the option to purchase shares of
the Common Stock, upon the terms and subject to the conditions provided for
herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements contained in this Stock Option Agreement and the Merger Agreement,
the parties agree as follows:
1. GRANT OF OPTION. Subject to the terms and conditions of this Stock
Option Agreement, the Company hereby grants to Parent or Purchaser, as Parent
may designate, an irrevocable option (the "Option") to purchase:
(a) pursuant to the "Basic Option" referred to herein, 1,863,331
shares of Common Stock (the "Basic Option Shares"), in the manner set forth
below, at an exercise price of $13.00 per share of Common Stock, subject to
adjustment as provided below (the "Option Price"); and
(b) pursuant to the "Top-Up Option" referred to herein, such number
of shares of Common Stock ("the "Top-Up Option Shares"), as shall equal the
lesser of (i) the number of shares which, when added to the shares then
owned by Parent or Purchaser, shall equal 90% of the shares of Common Stock
then outstanding, plus one; and (ii) the number of authorized and unissued
shares of Common Stock. The Top-Up Option shall be exercisable only upon
the condition
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set forth in Section 10(d) following the purchase by Parent or Purchaser
of Shares in the Offer.
2. EXERCISE OF BASIC OPTION.
(a) Subject to the satisfaction or waiver of the conditions set forth
in Section 9 of this Stock Option Agreement, prior to the termination of
this Stock Option Agreement in accordance with its terms, Parent or
Purchaser, as Parent may designate, may exercise the Basic Option, in whole
or in part, at any time or from time to time if the Merger Agreement
becomes terminable under circumstances that would entitle Parent to receive
the Termination Fee pursuant to Section 7.3(a) thereof.
(b) In the event Parent or Purchaser wishes to exercise the Basic
Option, it shall deliver written notice (the "Exercise Notice") to the
Company specifying its intention to exercise the Basic Option, the total
number of Shares it wishes to purchase and a date and time for the closing
of such purchase (a "Closing") not less than one (1) nor more than thirty
(30) business days after the later of (i) the date such Exercise Notice is
given and (ii) the expiration or termination of any applicable waiting
period under the HSR Act.
(c) If prior to the Expiration Date (as defined in Section 12 below)
there shall occur a Third Party Acquisition, or the Company shall have
entered into a definitive agreement with any Third Party for a Third Party
Acquisition, then Parent, in lieu of exercising the Basic Option, shall
have the right at any time thereafter (for so long as the Basic Option is
exercisable under Section 2(a) hereof) to request in writing that the
Company pay, and promptly (but in any event not more than five (5) business
days) after the giving by Parent of such request, the Company shall pay to
Parent, in cancellation of the Basic Option, an amount in cash (the
"Cancellation Amount") equal to (i) the excess over the Option Price of the
greater of (A) the average of the last sales prices of a share of Common
Stock on the Nasdaq National Market System (as reported by the Wall Street
Journal) on the five trading days prior to the date of the Exercise Notice,
and (B) (1) the highest price per share of Common Stock offered to be paid
or paid by any such Third Party pursuant to or in connection with such
Third Party Acquisition or (2) if such Third Party Acquisition consists of
a purchase and sale of assets, the aggregate net consideration offered to
be paid or paid in any such transaction or proposed transaction, after
payment of applicable corporate taxes, divided by the number of shares of
Common Stock then outstanding, multiplied by (ii) the number of Basic
Option Shares then covered by the Basic Option. If all or a portion of the
price per share of Common Stock offered, paid or payable or the aggregate
consideration offered, paid or payable for the stock or assets of the
Company, each as contemplated by the preceding sentence, consists of
noncash consideration, such price or aggregate consideration shall be the
cash consideration, if any, plus the fair market value of the non-cash
consideration as
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determined by the investment bankers of the Company and the investment
bankers of Parent.
(d) Notwithstanding anything to the contrary contained herein, the
economic benefit, if any, which Parent may derive hereunder shall be
limited as follows: (1) in no event shall Parent's Total Payment (as
defined below) exceed seven million eight hundred thousand dollars
($7,800,000) and Parent shall pay any excess over such amount to the
Company, and (2) the Basic Option may not be exercised for a number of
Basic Option Shares as would, as of the date of exercise, result in a
Notional Total Payment (as defined below), together with the actual Total
Payment immediately preceding such exercise, exceeding seven million eight
hundred thousand dollars ($7,800,000). As used herein, (1) "Total Payment"
shall mean the sum (before taxes) of the following: (i) any Cancellation
Amount received by Parent pursuant to Section 2(c) hereof, (ii) (x) the net
cash amounts received by Parent pursuant to the sale, within twelve (12)
months following exercise of the Basic Option, of Basic Option Shares (or
any other securities into which such Basic Option Shares shall be converted
or exchanged) to any unaffiliated party, less (y) the aggregate Basic
Option Price for such shares, (iii) any amounts received by Parent upon
transfer of the Option (or any portion thereof) to any unaffiliated party,
and (iv) the amount actually received by Parent pursuant to Section 7.3(a)
of the Merger Agreement; and (2) "Notional Total Payment" with respect to
any number of Option Shares as to which Parent may propose to exercise the
Option shall be the Total Payment determined as of the date of such
proposed exercise assuming that the Basic Option were exercised on such
date for such number of shares and assuming further that such shares,
together with all other Basic Option Shares held by Parent as of such date,
were sold for cash at the closing market price for the Common Stock as of
the close of business on the preceding trading day (less customary
brokerage commissions). For purposes of this Section 2, references to
Parent shall be deemed to include references to Purchaser or any other
affiliate of Parent.
3. EXERCISE OF TOP-UP OPTION.
(a) Subject to the satisfaction or waiver of the conditions set forth
in Section 10 of this Stock Option Agreement, during the period of 30 days
following the purchase by Purchaser or Parent of Shares pursuant to the
Offer, Parent or Purchaser, as Parent may designate, may exercise the
Top-Up Option.
(b) In the event Parent or Purchaser wishes to exercise the Top-Up
Option, it shall deliver written Notice to the Company, containing the
information and in the manner provided in Section 4 (b).
4. PAYMENT OF OPTION PRICE AND DELIVERY OF CERTIFICATE. Any Closings
under Section 2 or 3 of this Stock Option Agreement shall be held at the
principal executive offices of the Parent, or at such other place as the Company
and Parent may
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agree. At any Closing hereunder, (a) Parent or Purchaser will make payment
to the Company of the aggregate price for the Basic Option Shares being so
purchased by delivery of a certified check, official bank check or wire
transfer of funds pursuant to the Company's instructions payable to the
Company in an amount equal to the product obtained by multiplying the Option
Price by the number of Basic Option Shares to be purchased, (b) Parent or
Purchaser will make payment to the Company of the aggregate price for the
Top-Up Option Shares being so purchased by delivery of Parent's promissory
note, payable in thirty days, with interest at a rate equal to 6% per annum,
and otherwise in form and substance reasonably satisfactory to the Company,
and (c) upon receipt of such payment the Company will deliver to Parent or
its designee a certificate or certificates representing the number of validly
issued, fully paid and non-assessable Basic Option or Top-Up Option Shares so
purchased, in the denominations and registered in such names designated to
the Company in writing by Parent.
5. REGISTRATION AND LISTING OF BASIC OPTION SHARES.
(a) The Company will, if requested by Parent at any time or from time
to time within two (2) years following the exercise of the Basic Option
(the "Registration Period"), in order to permit the sale or other
disposition of the Basic Option Shares that have been acquired by or are
issuable to Parent or Purchaser upon exercise of the Option ("Registrable
Securities"), register under the Securities Act of 1933, as amended (the
"Act"), the offering, sale and delivery, or other disposition, of the
Registrable Securities. Any such Registration Notice must relate to a
number of Registrable Securities equal to at least twenty percent (20%) of
the Basic Option Shares, unless the remaining number of Registrable
Securities is less than such amount, in which case Parent shall be entitled
to exercise its rights hereunder but only for all of the remaining
Registrable Securities (a "Permitted Offering"). The rights of Parent and
Purchaser hereunder shall terminate at such time as Parent shall be
entitled to sell all of the remaining Registrable Securities pursuant to
Rule 144(k) under the Act. The Company will use all reasonable efforts to
qualify any Registrable Securities Parent desires to sell or otherwise
dispose of under applicable state securities or "blue sky" laws; provided,
however, that the Company shall not be required to qualify to do business,
or consent to general service of process, in any jurisdiction by reason of
this provision. Without Parent's prior written consent, no other
securities may be included in any such registration. The Company will use
all reasonable efforts to cause each such registration statement to become
effective, to obtain all consents or waivers of other parties that are
required therefor and to keep such registration statement effective for a
period of ninety (90) days from the day such registration statement first
becomes effective. The obligations of the Company hereunder to file a
registration statement and to maintain its effectiveness may be suspended
for one or more periods not exeeding ninety (90) days in the aggregate if
the Board of Directors of the Company shall have determined in good faith
that the filing of such registration statement or the maintenance of its
effectiveness would require disclosure of nonpublic information that would
materially and adversely affect the
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Company, or the Company is required under the Act to include audited
financial statements for any period in such registration statement and
such financial statements are not yet available for inclusion in such
registration statement. In addition, the Company may satisfy its
obligations with respect to a request hereunder by affording Parent the
opportunity to include the Basic Option Shares subject to such request
in a registration statement referred to in section 5(b) below, provided
that: (i) all such Basic Option Shares are registered thereby; (ii)
such registration statement is filed within sixty (60) days following
Parent's request; and (iii) Parent's right to subsequently request
registration of Basic Option Shares hereunder shall not be reduced as
the result of any such registration. Parent shall be entitled to make
up to two (2) requests under this Section 5(a). For purposes of
determining whether the two (2) requests have been made under this
Section 5(a), only requests relating to a registration statement that
has become effective under the Act will be counted.
(b) If, during the Registration Period, the Company shall propose to
register under the Act the offering, sale and delivery of the Common Stock
for cash for its own account or for any other stockholder of the Company
pursuant to a firm underwriting, it will, in addition to the Company's
other obligations under this Section 5, allow Parent or Purchaser, as the
case may be, the right to participate in such registration provided that
Parent or Purchaser participates in such underwriting; provided, however,
that, (i) if the managing underwriter of such offering advises the Company
in writing that in its opinion the number of shares of the Common Stock
requested to be included in such registration exceeds the number that it
would be in the best interests of the Company to sell in such offering, the
Company will, after fully including therein all shares of Common Stock to
be sold by the Company, include the shares of Common Stock requested to be
included therein by Parent or Purchaser pro rata (based on the number of
shares of Common Stock requested to be included therein) with the shares of
Common Stock requested to be included therein by persons other than the
Company and persons to whom the Company owes a contractual obligation
(other than any director, officer or employee of the Company to the extent
any such person is not currently owed such contractual obligation); and
(ii) if the managing underwriter requires that persons participating in
such underwriting accept "standstill" limitations, prohibiting sales of
Common Stock by such persons for up to 180 days, Parent or Purchaser, as
the case may be, shall be required to agree to such limitations on the same
basis as others participating in such underwriting.
(c) The expenses associated with the preparation and filing of any
registration statement pursuant to this Section 5 and any sale covered
thereby (including any fees related to blue sky qualifications and filing
fees in respect of SEC or the National Association of Securities Dealers,
Inc.) ("Registration Expenses") will be paid by the Company, except for
underwriting discounts or commissions or brokers' fees in respect of shares
of the Common Stock to be sold by Parent or Purchaser and the fees and
disbursements of counsel to Parent or
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Purchaser; provided, however, that the Company will not be required to
pay for any Registration Expenses with respect to such registration if
the registration request is subsequently withdrawn at the request of
Parent or Purchaser unless Parent or Purchaser agrees to forfeit its
right to request one registration; provided further, however, that, if
at the time of such withdrawal Parent or Purchaser has learned of a
material adverse change in the results of operations, condition,
business or prospects of the Company not known to Parent or Purchaser at
the time of the request and has withdrawn the request within a
reasonable period of time following disclosure by the Company to Parent
or Purchaser of such material adverse change, then Parent or Purchaser
shall not be required to pay any of such expenses and will retain all
remaining rights to request registration. Parent or Purchaser will
provide all information reasonably requested by the Company for
inclusion in any registration statement to filed hereunder.
(d) The registration rights granted under this Section 5 are subject
to and are limited by any registration rights previously granted by the
Company, and Parent or Purchaser acknowledges that the registration rights
granted under this Section 5 shall be subject to any such limitations.
(e) In connection with each registration under this Section 5, the
Company shall indemnify and hold each holder of Basic Option Shares
participating in such offering (a "Holder"), its underwriters and each of
their respective affiliates harmless against any and all losses, claims,
damage, liabilities and expenses (including, without limitation,
investigation expenses and fees and disbursements of counsel and
accountants), joint or several, to which such Holder, its underwriters and
each of their respective affiliates may become subject, under the Act or
otherwise, insofar as such losses, claims, damages, liabilities or expenses
(or actions in respect thereof) arise out of or are based upon an untrue
statement or alleged untrue statement of a material fact contained in any
registration statement (including any prospectus therein), or any amendment
or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, other
than such losses, claims, damages, liabilities or expenses (or actions in
respect thereof) which arise out of or are based upon an untrue statement
or alleged untrue statement of a material fact contained in written
information furnished by a Holder to the Company expressly for use in such
registration statement.
(f) In connection with any registration statement pursuant to this
Section 5, each Holder agrees to furnish the Company with such information
concerning itself and the proposed sale or distribution as shall reasonably
be required in order to ensure compliance with the requirements of the Act
and shall provide representations and warranties customary for selling
shareholders who are unaffiliated with the Company. In addition, Parent or
Purchaser and each Holder shall indemnify and hold the Company, its
underwriters and each of their
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respective affiliates harmless against any and all losses, claims,
damages, liabilities and expenses (including, without limitation,
investigation expenses and fees and disbursement of counsel and
accountants), joint or several, to which the Company, its underwriters
and each of their respective affiliates may become subject under the Act
or otherwise, insofar as such losses, claims, damages, liabilities or
expenses (or actions in respect thereof) arise out of or are based upon
an untrue statement or alleged untrue statement of a material fact
contained in written information furnished by any Holder to the Company
expressly for use in such registration statement; PROVIDED, HOWEVER,
that in no event shall any indemnification amount contributed by a
Holder hereunder exceed the proceeds of the offering received by such
Holder.
(g) Upon the issuance of Basic Option Shares hereunder, the Company
will promptly list such Basic Option Shares with the Nasdaq National Market
System or on such national or other exchange on which the shares of Common
Stock are at the time listed.
6. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
represents and warrants to Parent and Purchaser as follows:
(a) The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware and has requisite
power and authority to enter into and perform its obligations under this
Stock Option Agreement.
(b) The execution and delivery of this Stock Option Agreement and the
consummation of the transactions contemplated hereby have been duly and
validly authorized by the Board of Directors of the Company and no other
corporate proceedings on the part of the Company are necessary to
authorized this Stock Option Agreement or to consummate the transactions
contemplated hereby. The Board of Directors of the Company has duly
approved the issuance and sale of the Basic Option Shares and Top-Up Option
Shares, upon the terms and subject to the conditions contained in this
Stock Option Agreement, and the consummation of the transactions
contemplated hereby. This Stock Option Agreement has been duly and validly
executed and delivered by the Company and, assuming this Stock Option
Agreement has been duly and validly authorized, executed and delivered by
Parent and Purchaser, constitutes a valid and binding obligation of the
Company enforceable against the Company in accordance with its terms,
subject to bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting or relating to creditors' rights generally; the
availability of injunctive relief and other equitable remedies; and
limitations imposed by law on indemnification for liability under federal
securities laws.
(c) The Company has taken all necessary action to authorize and
reserve for issuance and to permit it to issue, and at all times from the
date of this
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Stock Option Agreement through the date of expiration of the Option will
have reserved for issuance upon exercise of the Option, a sufficient
number of authorized shares of Common Stock for issuance upon exercise
of the Option, each of which, upon issuance pursuant to this Stock
Option Agreement and when paid for as provided herein, will be validly
issued, fully paid and nonassessable, and shall be delivered free and
clear of all claims, liens, charges, encumbrances and security interests
(other than those imposed by Parent, Purchaser, its affiliates or by
applicable law).
(d) The execution, delivery and performance of this Stock Option
Agreement by the Company and the consummation by it of the transactions
contemplated hereby except as required by the HSR Act and any material
foreign competition authorities (if applicable), and, with respect to
Section 5 hereof, compliance with the provisions of the Act and any
applicable state securities laws, do not require the consent, waiver,
approval, license or authorization of or result in the acceleration of any
obligation under, or constitute a default under, any term, condition or
provision of any charter or bylaw, or any indenture, mortgage, lien, lease,
agreement, contract, instrument, order, judgment, ordinance, regulation or
decree or any restriction to which the Company or any property of the
Company or its subsidiaries is bound, except where failure to obtain such
consents, waivers, approvals, licenses or authorizations or where such
acceleration or defaults could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect on the Company.
7. REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER. Parent and
Purchaser hereby represents and warrants to the Company that:
(a) Each of Parent and Purchaser is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Delaware, and has requisite power and authority to enter into and perform
its obligations under this Stock Option Agreement.
(b) The execution and delivery of this Stock Option Agreement and the
consummation of the transactions contemplated hereby have been duly and
validly authorized by the Board of Directors of Parent and Purchaser and no
other corporate proceedings on the part of Parent or Purchaser are
necessary to authorize this Stock Option Agreement or to consummate the
transactions contemplated hereby. This Stock Option Agreement has been
duly and validly executed and delivered by Parent and Purchaser and,
assuming this Stock Option Agreement has been duly executed and delivered
by the Company, constitutes a valid and binding obligation of Parent and
Purchaser enforceable against it in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting or relating to creditors' rights generally; the availability of
injunctive relief and other equitable remedies; and
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limitations imposed by law on indemnification for liability under
federal securities laws.
(c) Each of Parent and Purchaser is acquiring the Option and will
acquire the Basic Option Shares and the Top-Up Option Shares issuable upon
the exercise thereof for its own account and not with a view to the
distribution or resale thereof in any manner not in accordance with
applicable law.
8. COVENANTS OF PARENT AND PURCHASER. Parent and Purchaser each agrees
not to transfer or otherwise dispose of the Option or the Basic Option or Top-Up
Option Shares, or any interest therein, except that Parent or Purchaser may
transfer or dispose of the Basic Option or Top-Up Option Shares so long as such
transaction is in compliance with the Act and any applicable state securities
law. Parent and Purchaser further agrees to the placement of the following
legend on the certificates) representing the Basic Option or Top-Up Option
Shares (in addition to any legend required under applicable state securities
laws):
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE
STATE LAW GOVERNING THE OFFER AND SALE OF SECURITIES. NO TRANSFER OR OTHER
DISPOSITION OF THESE SHARES, OR OF ANY INTEREST THEREIN, MAY BE MADE EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH OTHER
STATE LAWS OR PURSUANT TO EXEMPTIONS FROM REGISTRATION UNDER THE ACT, SUCH OTHER
STATE LAWS, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER."
9. HSR COMPLIANCE EFFORTS. Parent and the Company shall take, or cause
to be taken, all reasonable action to consummate and make effective the
transactions contemplated by this Stock Option Agreement, including, without
limitation, reasonable efforts to obtain any necessary consents of third parties
and governmental agencies and the filing by Parent and the Company promptly
after the date hereof of any required HSR Act notification forms and the
documents required to comply with the HSR Act.
10. CERTAIN CONDITIONS. The obligation of the Company to issue Basic
Option Shares and Top-Up Option Shares under this Stock Option Agreement upon
exercise of the Option shall be subject to the satisfaction or waiver of the
following conditions:
(a) Any waiting periods applicable to the Purchaser of the Basic
Option or Top-Up Option Shares by Parent or the Purchaser pursuant to this
Stock Option Agreement under the HSR Act and any material foreign
competition laws shall have expired or been terminated;
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(b) The representations and warranties of Parent and Purchaser made
in Section 7 of this Stock Option Agreement shall be true and correct in
all material respects as of the date of the Closing for the issuance of
such Option Shares; and
(c) No statute, rule or regulation shall be in effect, and no order,
decree or injunction entered by any court of competent jurisdiction or
governmental, regulatory or administrative agency or commission in the
United States shall be in effect which prohibits the exercise of the Option
by Parent or Purchaser or issuance of shares of Common Stock pursuant to
this Stock Option Agreement.
(d) In the case of the Top-Up Option Shares only, (i) Parent or
Purchaser shall have purchased Shares pursuant to the Offer, (ii) the
number of shares of Common Stock then owned by Parent or Purchaser, when
added to the Top-Up Option Shares, shall equal 90% of the shares of Common
Stock then outstanding, plus one, and (iii) Parent or Purchaser shall have
taken all such action as shall be required so that the Merger will be
completed immediately following exercise of the Top-Up Option and issuance
of the Top-Up Option Shares hereunder.
11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of any
change in the number of issued and outstanding shares of Common Stock by reason
of any stock dividend, stock split, recapitalization, merger, rights offering,
share exchange or other change in the corporate or capital structure of the
Company, Parent or Purchaser shall receive, upon exercise of the Basic Option,
the stock or other securities, cash or property to which it would have been
entitled if it had exercised the Basic Option and had been a holder of record of
shares of Common Stock on the record date fixed for determination of holders of
shares of Common Stock entitled to receive such stock or other securities, cash
or property at the same aggregate price as the aggregate Option Price of the
Basic Option Shares.
12. EXPIRATION. The Option shall expire at the earlier of (i) the
Effective Time (as defined in the Merger Agreement) and (ii) 5:00 p.m.,
California time, on the day that is the twelve (12) month anniversary of the
date on which the Merger Agreement has been terminated in accordance with the
terms thereof (such expiration date is referred to as the "Expiration Date").
13. GENERAL PROVISIONS.
(a) Survival. All of the representations, warranties and covenants
contained herein shall survive a Closing and shall be deemed to have been
made as of the date hereof and as of the date of each Closing.
(b) FURTHER ASSURANCES. If Parent or Purchaser exercises the Option,
or any portion thereof, in accordance with the terms of this Stock Option
Agreement,
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the Company and Parent or Purchaser, as the case may be, will execute
and deliver all such further documents and instruments and use all
reasonable efforts to take all such further action as may be necessary
in order to consummate the transactions contemplated thereby.
(c) SEVERABILITY. It is the desire and intent of the parties that
the provisions of this Stock Option Agreement be enforced to the fullest
extent permissible under the law and public policies applied in each
jurisdiction in which enforcement is sought. Accordingly, in the event
that any provision of this Stock Option Agreement would be held in any
jurisdiction to be invalid, prohibited or unenforceable for any reason,
such provision, as to such jurisdiction, shall be ineffective, without
invalidating the remaining provisions of this Stock Option Agreement or
affecting the validity or enforceability of such provision in any other
jurisdiction. Notwithstanding the foregoing, if such provision could be
more narrowly drawn so as not be invalid, prohibited or unenforceable in
such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn,
without invalidating the remaining provisions of this Stock Option
Agreement or affecting the validity or enforceability of such provision in
any other jurisdiction.
(d) ASSIGNMENT; TRANSFER OF STOCK OPTION. This Stock Option
Agreement shall be binding on and inure to the benefit of the parties
hereto and their respective successors and permitted assigns; PROVIDED,
HOWEVER, that the Company, Parent and Purchaser, without the prior
written consent of the other party, shall not be entitled to assign or
otherwise transfer any of its rights or obligations hereunder and any
such attempted assignment or transfer shall be void; provided, further,
that Parent shall be entitled to assign or transfer this Stock Option
Agreement or any rights hereunder to any wholly-owned subsidiary of
Parent so long as such wholly-owned subsidiary agrees in writing to be
bound by the terms and provisions hereof.
(e) SPECIFIC PERFORMANCE. The parties agree and acknowledge that in
the event of a breach of any provision of this Stock Option Agreement, the
aggrieved party would be without an adequate remedy at law. The parties
therefore agree that in the event of a breach of any provision of this
Stock Option Agreement, the aggrieved party may elect to institute and
prosecute proceedings in any court of competent jurisdiction to enforce
specific performance or to enjoin the continuing breach of such provisions,
as well as to obtain damages for breach of this Stock Option Agreement. By
seeking or obtaining any such relief, the aggrieved party will not be
precluded from seeking or obtaining any other relief to which it may be
entitled.
(f) AMENDMENTS. This Stock Option Agreement may not be modified,
amended, altered or supplemented except upon the execution and delivery of
a written agreement executed by Parent, the Company and Purchaser.
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(g) NOTICES. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be deemed to be
sufficient if contained in a written instrument and shall be deemed given
if delivered personally, telecopied, sent by nationally-recognized,
overnight courier or mailed by registered or certified mail (return receipt
requested), postage prepaid, to the other party at the following addresses
(or such other address for a party as shall be specified by like notice):
if to Parent or Purchaser: Cadence Design Systems, Inc.
0000 Xxxxx Xxxx, Xxxx. 0
Xxx Xxxx, XX 00000
Telecopier: 000-000-0000
Attention: General Counsel
with a copy to: Xxxxxx, Xxxx & Xxxxxxxx LLP
000 Xxxxx Xxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Telecopier: 000-000-0000
Attention: Xxxxxx X. Xxxxx
if to the Company to: OrCAD, Inc.
0000 XX Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Telecopier: 000-000-0000
Attention: President
with a copy to: Ater & Xxxxx LLP
000 X.X. Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, XX 00000
Telecopier: 503-226-0079
Attention: Xxxxxxx X. Xxxxxxxx
(h) HEADINGS. The headings contained in this Stock Option Agreement
are for reference purposes only and shall not affect in any way the meaning
or interpretation of this Stock Option Agreement.
(i) COUNTERPARTS. This Stock Option Agreement may be executed in one
or more counterparts, each of which shall be an original, but all of which
together shall constitute one and the same agreement.
(j) GOVERNING LAW. This Stock Option Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware without
regard to the principles of conflicts of law thereof.
(k) ENTIRE AGREEMENT. This Stock Option Agreement and the Merger
Agreement, and any documents and instruments referred to herein and
therein,
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constitute the entire agreement between the parties hereto and thereto
with respect to the subject matter hereof and thereof and supersede all
other prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereof and
thereof. Nothing in this Stock Option Agreement shall be construed to
give any person other than the parties to this Stock Option Agreement or
their respective successors or permitted assigns any legal or equitable
right, remedy or claim under or in respect of this Stock Option
Agreement or any provision contained herein.
(m) EXPENSES. Except as otherwise provided in this Stock Option
Agreement, each party shall pay its own expenses incurred in connection
with this Stock Option Agreement and the transactions contemplated hereby.
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IN WITNESS WHEREOF, the parties have caused this Stock Option
Agreement to be signed by their respective officers thereunto duly
authorized as of the date first written above.
CADENCE DESIGN SYSTEMS, INC.
By: /s/ H. Xxxxxxx Xxxxxxx
-----------------------------------------
Name: H. Xxxxxxx Xxxxxxx
---------------------------------------
Title: President & CEO
--------------------------------------
CDSI ACQUISITION CORPORATION
By: /s/ H. Xxxxxxx Xxxxxxx
-----------------------------------------
Name: H. Xxxxxxx Xxxxxxx
---------------------------------------
Title: President & CEO
--------------------------------------
OrCAD, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
---------------------------------------
Title: President & CEO
--------------------------------------
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