MENTOR GRAPHICS CORPORATION
IRREVOCABLE RSU DEFERRED DISTRIBUTION ELECTION FORM
JULY 1, 2010 OUTSIDE DIRECTOR RSU AWARDS
To be submitted on or before July 31, 2010
On July 1, 2010 you received a grant of Restricted Stock Units (“RSUs”) with respect to Shares of Mentor Graphics
Corporation (the “Company’s”) Common Stock (the “RSU Award”). The RSU Award is scheduled to vest 50% on July 1, 2011
(the “First Tranche”) and 50% on July 1, 2012 (the “Second Tranche”). You may elect to defer delivery of all or a portion of the
Second Tranche of your RSU Award by making an irrevocable written deferral election within 30 days of the grant (i.e., on or
before July 31, 2010). This deferral is permitted under the “ad hoc” exception to the general rules on deferrals under Internal
Revenue Section 409A. You may not defer distribution of the shares subject to the First Tranche.
However, even if you elect to defer delivery of all or a portion of the shares underlying the Second Tranche to a fixed
future date, distribution to you of those shares will be automatically accelerated as of the date of the first to occur of the
following specific events (provided that such date is after the original vesting date applicable to the shares of stock subject to
the Second Tranche of the RSU award): (i) a change in control of the Corporation (as defined under Code Section 409A), (ii) a
separation from service (as defined under Code Section 409A) with the Company, (iii) upon a Disability (as defined under Code
Section 409A), or (iv) the date of your death. Your distribution election is effective only with respect to shares subject to the
Second Tranche of your Restricted Stock Unit Award that vest.
Your timely and effective distribution election may be amended at a later date, but any amendment will be subject to specific and
complex rules and requirements which may limit your ability to change the timing of your distribution.
PLEASE NOTE THAT