8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 21, 2007

CADENCE DESIGN SYSTEMS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction
of Incorporation) 000-15867
(Commission File Number) 77-0148231
(I.R.S. Employer
Identification Number)

2655 Seely Avenue, Building 5
San Jose, California
(Address of Principal Executive Offices) 95134
(Zip Code)

Registrant’s telephone number, including area code: (408) 943-1234

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 10.1

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     (e) Material Amendment to Employment Contract

     On December 21, 2007, Cadence Design Systems, Inc. (“Cadence”) and Michael J. Fister, President and CEO of Cadence, entered into a third amendment (the “Amendment”) to Mr. Fister’s Employment Agreement dated May 12, 2004 (the “Employment Agreement”). The Amendment provides for Mr. Fister to receive a housing allowance of $17,000 per month through the earlier of (A) December 31, 2008, or (B) the later closing date of the sale of each of Mr. Fister’s two private residences in Lake Oswego, Oregon. As provided in the Employment Agreement, Mr. Fister will receive tax gross-up payments in connection with this payment. All other terms of the Employment Agreement remain unchanged. The Amendment to the Employment Agreement was approved by the Compensation Committee of the Board of Directors of Cadence. A copy of the Amendment is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits

Exhibit		Description
	10.1	Third Amendment to Employment Agreement, dated as of December 21, 2007, between Cadence Design Systems, Inc. and Michael J. Fister.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 21, 2007

CADENCE DESIGN SYSTEMS, INC.
By:	/s/ William Porter
	William Porter
	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit		Description
	10.1	Third Amendment to Employment Agreement, dated as of December 21, 2007, between Cadence Design Systems, Inc. and Michael J. Fister.

EX-10.1

Exhibit 10.1

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

     This Third Amendment to Employment Agreement (this “Third Amendment”) is made and entered into as of the 21st day of December, 2007, by and between Cadence Design Systems, Inc. (“Cadence”) and Michael J. Fister (“Executive”).

W I T N E S S E T H:

     WHEREAS, Cadence and Executive have entered into that certain Employment Agreement effective May 12, 2004 (the “Original Agreement”);

     WHEREAS, Cadence and Executive have entered into that certain Amendment to Employment Agreement effective May 17, 2005 (the “First Amendment”) and that certain Second Amendment to Employment Agreement effective May 17, 2007 (the “Second Amendment”);

     WHEREAS, the Original Agreement, as amended by the First Amendment and the Second Amendment, is hereinafter referred to as the “Agreement”; and

     WHEREAS, Cadence and Executive desire to amend the Agreement as more particularly set forth herein.

     NOW, THEREFORE, for and in consideration of the premises, the mutual covenants and agreements herein set forth, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby expressly acknowledged by the parties hereto, the parties hereto do hereby covenant and agree as follows:

     1.     Relocation Benefits. Section 3(c)(ii) of the Agreement is hereby modified by deleting the date “December 31, 2007” and inserting in lieu thereof the following: “the

earlier of (A) December 31, 2008, or (B) the later closing date of the sale of each of Mr. Fister’s two (2) private residences in Lake Oswego, Oregon”.

     2.     Ratification. The Agreement, as modified by this Third Amendment, is hereby ratified and confirmed by Cadence and Executive.

     IN WITNESS WHEREOF, the undersigned have caused this Third Amendment to be executed and delivered as of the date first above written.

CADENCE DESIGN SYSTEMS, INC.

By:	/s/ R.L. Smith McKeithen	/s/ Michael J. Fister
Name:	R.L. Smith McKeithen	Michael J. Fister
Title:	Senior Vice President & General Counsel

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