AGREEMENT OF MERGERAgreement of Merger • 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.
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”).
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).
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 AGREEMENTNassda Corporation • 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”).
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 LETTERNassda Corp • December 3rd, 2004 • 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.
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.”
