Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On February 8, 2021, the Compensation Committee (the "Committee") of the Board
of Directors of Synopsys, Inc. (the "Company") approved the Synopsys, Inc.
Executive Severance Benefit and Transition Plan (the "Severance Plan") to offer
severance benefits to designated key employees outside of a change of control.
Each of our current executive officers is covered under the Severance Plan,
except Drs. de Geus and Chan. The Severance Plan provides that in the event a
participant is terminated without cause or resigns for good reason, such
participant shall be entitled to (i) a cash severance payment equal to (a) 12
months of his or her base salary and (b) the cost of 12 months of COBRA
premiums, and (ii) six months of vesting acceleration of his or her equity
awards that remain subject only to time-based vesting conditions. In addition,
such participant shall remain eligible to earn an annual cash incentive award
under the Company's Executive Incentive Plan (the "EIP") based on actual results
achieved or if lower, target, which will be pro-rated based on the number of
months the participant served as a full-time employee during the applicable
performance period.
Such severance benefits are subject to certain conditions, including the
provision of up to 9 months of part-time employment (at a greater than 50% rate
with proportionately reduced base salary) at the sole discretion and request of
the Company, compliance with certain non-compete, non-solicitation and
non-disparagement provisions, and the execution of a release of claims against
the Company.
The foregoing summary of the Severance Plan does not purport to be complete, and
is qualified in its entirety by reference to the full text of the Severance
Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form
8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Exhibit Title
10.1 Executive Severance Benefit and Transition Plan
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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