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FORM OF AMENDED AND RESTATED EXECUTIVE CHANGE OF CONTROL SEVERANCE BENEFIT PLAN
SECTION 1. INTRODUCTION.
The Synopsys, Inc. Executive Change of Control Severance Benefit Plan (the " Plan ") was established effective March 23,
2006 and is hereby amended and restated effective December 10, 2008. The purpose of the Plan is to provide for the payment of
benefits to certain eligible executive employees of Synopsys, Inc. (the " Company ") if such employees are subject to qualifying
employment terminations in connection with a Change of Control (as such term is defined below). This Plan shall supersede, as
to any Eligible Employee, any severance benefit plan, policy, or practice previously maintained by the Company, other than
change of control or severance benefits set forth in an equity incentive plan in which the primary form of award is in the form of
options on stock of the Company or grants of shares of stock of the Company. In the event of a benefit set forth in an equity
incentive plan, an employee's severance benefit, if any, shall be governed by the terms of such equity incentive plan and shall
be governed by this Plan only to the extent that the reduction pursuant to Section 5(b) below does not entirely eliminate
benefits under this Plan. This Plan shall not supersede or otherwise amend any severance plan, policy, or practice of the
Company with respect to individuals who are not Eligible Employees. This document also constitutes the Summary Plan
Description for the Plan.
SECTION 2. DEFINITIONS.
For purposes of the Plan, the following terms are defined as follows:
(a) " Base Salary" means the Eligible Employee's annual base pay (excluding incentive pay, premium pay, commissions,
overtime, bonuses and other forms of variable compensation), at the rate in effect during the last regularly scheduled payroll
period immediately preceding the date of the E