(US AND NON-US EMPLOYEES)
This Stock Option Agreement (the “Agreement”) is made and entered into as of the Option Date indicated on the Options and Awards Summary provided with this
Agreement by and between Mentor Graphics Corporation, an Oregon corporation (the “Company”), and you. Capitalized terms not otherwise defined in this
Agreement shall have the same meanings as set forth in Plan and the Options and Awards Summary. The terms of this Agreement are as follows:
The Company hereby grants you an option to purchase shares of the Company’s common stock (the “Option”) under the 1982 Stock Option Plan or the 1986
Stock Plan (the “Plan”). This Option is the most recent option summarized on the Options and Awards Summary provided to you with this Agreement. The
number of shares subject to this Option and the price per share are indicated in the Options and Awards Summary. By accepting this Option, you agree to all the
terms and conditions of this Agreement, including the Appendix to this Agreement, the Options and Awards Summary and the Plan.
2.1 Subject to Sections 2.2, 2.3, 2.4, 3 and 9.2, this Option may be exercised from time to time to purchase whole shares of the Company’s common stock with
respect to which it has become exercisable. This Option shall become exercisable for 25% of the shares on the first anniversary of the Option Date shown on the
Option and Awards Summary and for 1/48th of the shares at the end of each one-month period thereafter, so that this Option will be fully exercisable on the fourth
anniversary of the Option Date.
2.2 In the event of termination of your employment due to your death, the percent of shares for which this Option is exercisable will be at least 50 percent ( i.e. ,
this Option will lapse with respect to no more than 50% of the shares upon termination of your employment due to your death).
2.3 Subject to the limits in Section 3, this Option shall become exercisable in full if a Change in Control (as defined in Secti