EXHIBIT 10.A
MENTOR GRAPHICS CORPORATION
FOREIGN SUBSIDIARY EMPLOYEE STOCK PURCHASE PLAN
(as adopted on May 7, 2002)
1. Purpose of the Plan . Mentor Graphics Corporation (Company) believes that ownership of shares of its common
stock by employees of its subsidiaries is desirable as an incentive to better performance and improvement of profits, and as a
means by which employees may share in the Company’s growth and success. The Company has previously operated its 1989
Employee Stock Purchase Plan (1989 Plan) pursuant to which employees of the Company and designated subsidiaries have had
a similar opportunity to purchase common stock. The purpose of the Company’s Foreign Subsidiary Employee Stock Purchase
Plan (Plan) is to provide an alternative to the 1989 Plan as a means by which employees of selected foreign subsidiaries may
purchase the Company’s shares and a method by which the Company may assist and encourage those employees to become
shareholders.
2. Shares Reserved for the Plan . There are 150,000 shares of the Company’s authorized but unissued or reacquired
Common Stock, no par value (Common Stock), reserved for the Plan. The number of shares reserved is subject to adjustment in
the event of stock dividends, stock splits, combinations of shares, recapitalizations or other changes in the outstanding
Common Stock. The determination of whether an adjustment shall be made and the manner of any adjustment shall be made by
a compensation committee (Committee) appointed by the Board of Directors of the Company without any further approval from
the shareholders, which determination shall be conclusive.
3. Administration of the Plan . The Plan shall be administered by the Committee. The Committee may promulgate rules
and regulations for the operation of the Plan, adopt forms for use in connection with the Plan, and decide any question of
interpretation of the Plan or rights arising thereunder. All determinations and decisions of the Committee shall