RESTRICTED STOCK UNIT AGREEMENT
This Agreement is entered into as of , 20 between Mentor Graphics Corporation, an Oregon corporation
(“Company”), and (“Recipient”).
On the date of this Agreement (“Grant Date”), Recipient has been granted an award of Restricted Stock Units (“RSUs”)
pursuant to Section 8 of the Company’s 2010 Omnibus Incentive Plan, and Recipient desires to accept the award subject to the
terms and conditions of this Agreement.
The Company hereby grants to Recipient RSUs subject to the terms and conditions of this Agreement. The grant of
RSUs obligates the Company, upon vesting in accordance with this Agreement, to issue to the Recipient one share of Common
Stock of the Company for each RSU.
2.1 RSUs shall become vested, and the underlying shares of Common Stock shall be issued in accordance with the
2.2 The table in section 2.1 is based on the Grant Year. The Grant Year is a 12-month period starting on the Grant Date or an
anniversary of that date.
2.3 If Recipient ceases to be a director for any reason, all remaining RSUs shall become vested and the underlying shares
of Common Stock shall be issued to Recipient.
3.1 Notwithstanding any provision in this Agreement, all RSUs shall immediately become vested upon the occurrence of a
Change in Control.
3.2 ”Change in Control” means the occurrence of any of the following events:
(a) the approval by the shareholders of the Company of:
(i) any consolidation, merger or plan of share exchange involving the Company (Merger) in which the Company
is not the continuing or surviving corporation or pursuant to which shares of Common Stock would be converted into
cash, securities or other property, other than a Merger involving the Company in which the holders of the Company’s
Common Stock immediately prior to the Merger have the same proportionate ownership of Common Stock of the
surviving corporation immediatel