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): August 17, 2005

CADENCE DESIGN SYSTEMS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-10606	77-0148231
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification Number)

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

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

EXHIBIT 10.1

EXHIBIT 10.2

EXHIBIT 14.1

Item 1.01. Entry into a Material Definitive Agreement.

     On August 17, 2005, Cadence Design Systems, Inc. (“Cadence”) and director Alberto Sangiovanni-Vincentelli entered into a consulting agreement (the “Consulting Agreement”), effective as of June 1, 2005. The Consulting Agreement provides for an annual consulting fee of $55,000 and reimbursement of reasonable costs and expenses incurred in the performance of work under the Consulting Agreement. Pursuant to the Consulting Agreement, Dr. Sangiovanni-Vincentelli will provide technical and strategic advice to Cadence’s CEO with respect to potential acquisitions and organizational and customer relations matters, serve as facilitator in customer and partner meetings to discuss industry trends, collaboration on technology and business issues, represent Cadence at industry, technical and government events, and participate in setting the direction of the Cadence Berkeley Labs and of Cadence’s research partnerships. The Consulting Agreement also contains confidentiality and non-solicitation provisions in favor of Cadence. A copy of the Consulting Agreement is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

     On August 17, 2005, the Board of Directors of Cadence approved amended annual retainer fees for non-employee directors and the Chairman of the Board and approved an additional annual retainer fee for the chairman of the recently created Technology Committee, effective as of August 17, 2005. All other provisions relating to the compensation of non-employee directors remained unchanged. A summary of non-employee director cash compensation is attached hereto as Exhibit 10.2 and is incorporated by reference herein.

Item 5.05. Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

     On August 17, 2005, the Board of Directors of Cadence amended and restated Cadence’s Code of Business Conduct (the “Code”), which applies to all Cadence directors, officers and employees, including Cadence’s Chief Executive Officer and Chief Financial Officer. The Code was amended to clarify:

• the obligation to comply with applicable laws;

• the obligation to protect the integrity and confidentiality of assets and information of Cadence and third parties;

• how conflicts of interests, or potential conflicts of interests, and corporate opportunities are to be disclosed and addressed;

• Cadence’s procurement policy;

• where to seek guidance and assistance regarding compliance with the Code; and

• where to report possible misconduct under the Code.

     The Code was also amended to reorganize the provisions of the Code and to add headings and subheadings to improve the organization of the Code. The amended and restated Code is attached hereto as Exhibit 14.1 and is incorporated by reference herein. The amended and restated Code is also posted on the investor relations page of Cadence’s website at www.cadence.com.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits

Exhibit	Description
10.1	Consulting Agreement between Cadence Design Systems, Inc. and Alberto Sangiovanni-Vincentelli, entered into on August 17, 2005.
10.2	Summary of Non-Employee Director Cash Compensation.
14.1	Code of Business Conduct for Cadence Design Systems, Inc.

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: August 19, 2005
	CADENCE DESIGN SYSTEMS, INC.
	By:	/s/ R.L. Smith McKeithen
		R.L. Smith McKeithen
		Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit	Description
10.1	Consulting Agreement between Cadence Design Systems, Inc. and Alberto Sangiovanni-Vincentelli, entered into on August 17, 2005.
10.2	Summary of Non-Employee Director Cash Compensation.
14.1	Code of Business Conduct for Cadence Design Systems, Inc.

EX-10.1

EXHIBIT 10.1

Agreement No: ASV2005-2006

MASTER INDIVIDUAL

CONSULTING AGREEMENT

with

CADENCE DESIGN SYSTEMS, INC.

This agreement is a Master Agreement. As such, it is intended to be put into place once with a consulting party. Thereafter, as more consulting activity is desired by Cadence with the consulting party, additional schedules are written up, signed by the parties, and filed with the Master Agreement.

THIS CONSULTING AGREEMENT (“Agreement”) is entered into as of June 1, 2005 (“Effective Date”), between Cadence Design Systems, Inc., at 2655 Seely Avenue, San Jose, CA 95134 (“Cadence”), and Alberto Sangiovanni-Vincentelli (“Consultant”).

NOW THEREFORE, the parties hereby agree as follows:

1. Consultancy.
1.1 Consulting Period.
Consultant shall serve as a consultant to Cadence for a period commencing on the date of this Agreement and concluding on the date set forth in § 3.0 of the applicable Schedule attached hereto, subject to the termination of this Agreement. The period during which Consultant shall serve as a consultant to Cadence shall constitute the “Consulting Period”. During the Consulting Period, Consultant agrees to perform all duties to the best of its capabilities. The Consulting Period may be terminated at will by Cadence or Consultant for any reason upon fifteen (15) days written notice to the other party.

1.2 Additional Schedules.

Additional Schedules may be attached to include other work projects or services which the parties agree Consultant shall provide to Cadence. The Schedule(s) may be amended from time to time by mutual written consent of the parties.

2. Duties of Consultant.
Consultant shall serve as the consultant to Cadence in the activities of Cadence set forth in §4 of the applicable Schedule. Consultant shall perform such services under the general direction of Cadence or its officers and at the direction of whom Consultant primarily reports as set forth in the applicable Schedule. Consultant shall determine the manner and means by which the services are accomplished. Such services shall be provided only in accordance with the provisions of this Agreement and the applicable Schedule. In the performance of such services, Consultant shall consult with Cadence up to the number of days per month as set forth in the applicable Schedule.

3. Work Rules.
Unless otherwise agreed to by the parties, Consultant and its personnel, agents, or subcontractors shall observe the working hours, rules and policies of Cadence while working in Cadence facilities or while on Cadence’s premises.

4. Project Management.
4.1 Cadence Project Manager
Cadence shall designate a Project Manager for each of the projects set forth in §6 of the applicable Schedule, (the “Project Manager”). Such person shall act as a liaison between Cadence and Consultant and have primary responsibility for managing Consultant’s activities.

4.2 Progress Reports and Meetings.
Consultant shall submit a detailed Progress Report to the Project Manager on an agreed upon period during the term of each applicable Schedule. Progress reports will detail work performed to date and estimated time to complete. If Cadence so requests, Consultant shall participate in status meetings with the Project Manager to review the status and progress of the Consultant’s scheduled activities.

5. Other Affiliations.
5.1 Employment.
Consultant represents that it is not a party to any existing agreement that would prevent it from entering into this Agreement, and that the only agreements with third parties which may restrict its consulting activities on behalf of Cadence at the time of this Agreement are Consultant’s obligations pursuant to the agreements set forth in the applicable Schedule. Cadence understands and agrees that during the Consulting Period, Consultant may be retained by other companies, corporations, and/or commercial enterprises which are not engaged in the design, development, manufacture or marketing of products similar to those of Cadence.

5.2 Segregation of Work.
Consultant shall not use, disclose or deliver any proprietary or confidential information of any third

MASTER INDIVIDUAL
CONSULTING AGREEMENT

party in dealings with Cadence or in providing the services under this Agreement. Consultant agrees to use best efforts to segregate work done under this Agreement from all work done at, or for, any such company, corporation, and/or other commercial enterprise. In any dealings with any company, corporation, and/or other commercial enterprise, Consultant shall protect and guard Cadence’s Confidential Information (as defined herein) in accordance with the terms of this Agreement.

5.3 Conflict of Interest.
Consultant warrants that neither it nor any of its employees designated to perform work hereunder, are obligated under any other consulting, employment, or other agreement which would affect Cadence’s rights or Consultant’s duties under this Agreement other than those referred to in Section 5.1 above. Consultant has listed existing contractual obligations in § 5 of the applicable Schedule.

6. Compensation.
6.1 Payment by Cadence.
Cadence agrees to pay Consultant and Consultant agrees to accept for Consultant’s services under this agreement consulting fees (the “Consulting Fees”) as set forth in §9 of the applicable Schedule payment of the Consulting Fees.

6.2 Reimbursement for Costs/Expenses.
Consultant agrees to invoice Cadence for such reasonable out-of-pocket costs and expenses incurred by Consultant in performance of its services hereunder to Cadence. Consultant will be reimbursed only for reasonable costs and expenses incurred in performing its duties hereunder and only if the incurring of such costs and expenses was approved in advance and in writing by the Project Manager. Requests for reimbursement must be detailed on a form acceptable to Cadence and submitted first to the Project Manager for approval. If requested by Cadence, Consultant shall submit supporting documentation in addition to the approved reimbursement forms. Such reimbursement shall be made within thirty (30) days after submission to Cadence of adequate and appropriate documentation of such costs and expenses.

6.3. Maximum Dollar Amount.
Notwithstanding anything to the contrary, Cadence shall not be liable for any charges and/or expenses under any applicable Schedule for Work done on a time and materials basis in excess of the maximum dollar amount specified in § 10 of the applicable Schedule.

6.4 Taxes and Other Benefits.
Consultant acknowledges and agrees that it shall be Consultant’s sole obligation to formally report as its income all compensation received by Consultant from Cadence for Consultant’s and its employee services. Consultant agrees indemnify Cadence and hold it harmless to the extent of any obligations imposed by law on Cadence and pay any taxes on behalf of Consultant, including but not limited to payroll, FICA and social security withholdings, and unemployment, disability and/or worker’s compensation insurance or similar items in connection with any payments made to Consultant or its employees. Consultant shall not be entitled to compensation from Cadence except as set forth in this Agreement and in no event shall Consultant’s employees be entitled to any fringe benefits available to employees of Cadence. Consultant and its employees waive any rights they may have in such fringe benefits even if they are later deemed “common law employees”.

6.5 Accounting Records.
Consultant shall maintain complete and accurate accounting records, in a form in accordance with generally accepted accounting principles, to substantiate Consultant’s charges and expenses and shall retain such records for a period of one (1) year from the date of final payment made under the applicable Schedule.

7. Confidentiality.
7.1 Confidential Information.
“Confidential Information” as used herein and in the attached Exhibit Non-Disclosure Agreement includes marketing plans, product plans, business strategies, financial information, forecasts, personnel information, customer lists, trade secrets, Innovations (as defined in § 8), other non-public technical or business information, third party information made available to Consultant, joint

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MASTER INDIVIDUAL
CONSULTING AGREEMENT

research agreements or agreements entered into by Cadence or any of its affiliates, whether in writing or given to Consultant orally, which Consultant knows or has reason to know Cadence would like to treat as confidential for any purpose, such as maintaining a competitive advantage or avoiding undesirable publicity.

7.2 Relationship of Trust.
Consultant’s work for Cadence creates a relationship of trust and confidence between Cadence and Consultant.

7.3 Attached Non-Disclosure Agreement.
Consultant’s obligations with respect to maintaining the confidentiality of Cadence’s Confidential Information disclosed to Consultant during the Consultancy Period shall be governed by the terms of the Non-Disclosure Agreement attached hereto as Exhibit which supersedes all prior agreements governing the exchange of Confidential Information.

7.4 Disclosing Period.
The provisions of the attached Exhibit NDA govern only that Confidential Information disclosed by Cadence to Consultant during the term of the Consultancy Period as defied in §1 above.

7.5 Continuing Obligation.
After the Disclosing Period, Consultant has a continuing obligation to maintain the confidentiality of Cadence’s disclosed Confidential Information for a period of five (5) years.

8. Innovations.
8.1 Disclosure of Innovations.
Consultant shall disclose in writing to Cadence all inventions, discoveries, concepts, ideas, improvements and other innovations of any kind that Consultant or its employees may make, conceive, develop or reduce to practice, alone or jointly with others, in the course of performing work for Cadence or as a result of that work, whether or not they are eligible for patent, copyright, trademark, trade secret or other legal protection (collectively, “Innovations”). Examples of Innovations includes: formulas, algorithms, methods, processes, databases, mechanical and electronic hardware, electronic components, computers and their parts, computer languages, computer programs and their documentation, encoding techniques, articles, writings, compositions, works of authorship, marketing and new product plans, production processes, advertising, packaging and marketing techniques, and improvements to anything.

8.2 Innovation Remains Cadence Property.
All Innovations made, conceived, or completed by Consultant or its employees, individually or in conjunction with other during the Consulting Period shall be the sole and exclusive property of Cadence, provided, that such Innovations are: (i) made, conceived or completed with equipment, supplies, or facilities of Cadence, its subsidiaries or affiliates, or (ii) made, conceived or completed by Consultant or its employees during hours in which Consultant is performing services for Cadence or any of its subsidiaries or affiliates. It is understood that nothing contained herein shall affect the rights or obligations of Consultant’s employees with respect to any Innovations which are protected by §2870 of the California Labor Code.

8.3 Assignment of Innovations.
Consultant agrees that all Innovations will be the sole and exclusive property of Cadence and Consultant hereby assigns to Cadence all rights in the Innovations and in all related patents, patent applications, copyrights, mask work rights, trademarks, trade secrets, rights of priority and other proprietary rights. At Cadence’s request and expense during and after the period during which Consultant acts as a consultant to Cadence, Consultant will assist and cooperate with Cadence in all respects and will execute documents, and subject to reasonable availability, give testimony and take further acts requested by Cadence to acquire, transfer, maintain and enforce patent, copyright, trademark, mask work, trade secret and other legal protections for such Innovation(s). Consultant hereby appoints an Officer of Cadence as Consultant’s attorney-in-fact to execute such documents on Consultant’s behalf for this specific purpose

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MASTER INDIVIDUAL
CONSULTING AGREEMENT

8.4 Moral Rights.
“Moral Rights” as used herein shall mean any rights of paternity or integrity, any right to claim authorship of an Innovation, to object to any distortion, mutilation or other modification of, or other derogatory action in relation to, any Innovation, whether or not such would be prejudicial to Consultant’s honor or reputation, and any similar right, existing under judicial or statutory law or any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a Moral Right. Consultant hereby irrevocably transfers and assigns to Cadence any and all Moral Rights that Consultant may have in or with respect to any Innovation. Consultant also hereby forever waives and agrees never to assert any and all Moral Rights Consultant or its employees may have in or with respect to any Innovation, even after termination of Consultant’s work on behalf of Cadence.

8.5 License to Cadence.
To the extent that Cadence’s use or exploitation of any Innovations made or contributed by Consultant hereunder may require a license from Consultant under any other proprietary rights held by Consultant, Consultant hereby grants Cadence a fully-paid, royalty-free, perpetual, worldwide license, with right to sublicense, to make, use, sell, copy, modify, distribute, perform, display and otherwise exploit such Innovations.

8.6 Legal Proceedings.
Whenever requested to do so by Cadence, Consultant shall promptly deliver to Cadence evidence for interference purposes or other legal proceedings and testify in any interference or other legal proceedings which relates to any matters on which Consultant has provided services to Cadence.

8.7 Non-Infringement.
Consultant represents and warrants the services performed under this Agreement and the Innovations made or contributed by Consultant hereunder will not infringe on any rights of any third party.

8.8 Indemnity.
Consultant agrees to defend at its own cost and expense any claim or action against Cadence for actual or alleged infringement of any patent, copyright or other property right (including, but not limited to, misappropriation of trade secrets) based on any software, program, service and/or other materials furnished to Cadence by Consultant. Consultant further agrees to indemnify and hold Cadence, its subsidiaries and/or affiliated companies harmless from and against any and all liabilities, losses, and expenses associated with such claims or action.

9. Indemnity and Liability.
9.1 Indemnity.
Consultant agrees to indemnify Cadence, its subsidiaries and/ or affiliated companies for any liability or expenses due to claims for personal injury or to property arising out of the furnishing, performance or use of Cadence’s materials, machines, or facilities.

9.2 Joint and Several Liability.
In the event that Consultant is a professional corporation, each of the members of said corporation hereby agrees to be held jointly and severally liable for any liability of Consultant set forth in this section or arising hereunder.

10. Non-Solicitation.
Consultant agrees that, during the Consulting Period and for a period of two (2) years after the expiration or earlier termination of the Consulting Period, Consultant will not solicit or recruit Cadence employees for any other employers outside Cadence or employ any of the employees of Cadence without Cadence’s prior written consent.

11. No Legal Relationship.
Consultant shall be an independent contractor with respect to Cadence and shall not be a representative or agent of Cadence. Neither Consultant nor Consultant’s employees are or shall be deemed for any purpose to be employees of Cadence. In this regard, Consultant waives any and all rights he or she may now or in the future have to claim eligibility for, or receipt of, fringe benefits available to Cadence employees, including in the

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MASTER INDIVIDUAL
CONSULTING AGREEMENT

event Consultant is deemed to be a “common law employee”.

12. Notice.
Any notice to be delivered pursuant to this Agreement shall be in writing and shall be deemed delivered upon service, if served personally, or three days after deposit in the United States Mail, if mailed by first class mail, postage prepaid, registered or certified with return receipt requested, and addressed to the other party at the following address, or such address as may be designated in accordance herewith: To Cadence at:

CADENCE DESIGN SYSTEMS, INC.
2655 Seely Av., Bldg. 5
San Jose, CA 95134
Attn.: Legal Department

To Consultant at:

As set forth in the applicable Schedule.

13. Injunctive Relief.
Consultant acknowledges that disclosure of any Confidential Information by Consultant will give rise to irreparable injury to Cadence, its subsidiaries and/ or affiliated companies. Accordingly, Cadence or such other party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available. Consultant acknowledges and agrees that the covenants contained herein are necessary for the protection of legitimate interests of Cadence.

14. Severability.
If a court finds any provision of this Agreement invalid or unenforceable as applied to any circumstance, that provision shall be enforced to the maximum extent permitted by law, and the other provisions will remain in full force and effect. The covenants and agreements set forth in Exhibit NDA and in Section 7, 8, 9, 10 and 13 shall survive in full force and effect regardless of early termination of this Agreement.

15. Binding Effect; No Assignment; Amendment.
This Agreement shall be binding upon Consultant, and except as regards to personal services, upon Consultant’s successors and assigns, and shall inure to the benefit of Cadence, its successors and assigns. This Agreement may not be assigned by Consultant and any attempted assignment by Consultant shall be void.

16. Amendment. This Agreement may only be modified or amended by mutual written consent of the parties.

17. Governing Law.
This Agreement shall be governed and enforced in accordance with the laws of the State of California, excluding that body of law known as choice of law.

18. Waiver.
A failure of either party to exercise any right provided for herein shall not be deemed to be a waiver of any other right existing hereunder.

19. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.

20. Entire Agreement.
This instrument and the attached Schedule(s) and Exhibits contain the entire agreement of the parties relating to the subject matter hereof, and supersedes all prior and contemporaneous negotiations, correspondence, understanding and agreements of the parties relating to the subject matter hereof.

—— End of Terms —

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

CONSULTANT:		CADENCE DESIGN SYSTEMS, INC.
Signature:	/s/ Alberto Sangiovanni-Vincentelli	Signature:	/s/ Michael J. Fister
	Alberto Sangiovanni-Vincentelli
		Name: Michael J. Fister
		Title: President and Chief Executive Officer
Date: August 17, 2005		Date: August 17, 2005

Agreement No: ASV2005-2006

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Agreement No: ASV2005-2006

SCHEDULE

ALL ITEMS BELOW MUST BE
COMPLETELY FILLED IN.
DO NOT LEAVE ANY BLANK.

1.	Name and address of Consultants who will perform work:
	Prof. Alberto Sangiovanni-Vincentelli
	[Home Address]
2.	Name and Address of Primary Consultant for Notice purposes:
	Prof. Alberto Sangiovanni-Vincentelli
	[Home Address]
	Tel.           [Telephone Number]
	Fax [Fax Number]
	Email: [E-mail Address]
	Email: [E-mail Address]
3.	Term of Consulting Period for this Schedule
	Start Date               End Date
	06/01/2005               5/31/2006
	Either party may terminate this
	Schedule at any time without
	cause upon thirty (30) days’
	prior written notice to the other
	party.
4.	Duties and/or Deliverables of Consultant,
(Provide attachments as necessary)

• Act as the Technology Advisor to the CEO in terms of strategic directions of the company, acquisitions, organizational matters, and customer relations

• Serve as facilitator in high-level customer and partner meetings to discuss industry and technology trends and ways of collaborating on technology and business issues

• Participate in Executive Staff meetings whenever feasible and appropriate in CEO’s judgment

• Represent Cadence in industry, technical and government events as panelist, speaker, and industry expert

• Participate in the investment committee for incubation and acquisitions

• Oversee and participate in the due diligence in acquisition cases

• Generate leads for potential internal and external investments

• Participate in the creation and management of incubators as “board” member or technical and business advisor as the case may require

• Serve as advisor and “board” member for Project Catena

• Participate in setting the technical directions of the Cadence Berkeley Labs and of the research partnership with customers, academia and industry consortia

• Serve as member of any committee or group in charge of discussing and establishing the direction of the company in System Level Design including embedded software

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• Serve as technical and business advisor to the Europe Region Director

• Manage the relationship with PARADES and direct its actives

• Advise the CEO and others designated by the CEO with respect to the strategy of the company

• Participate with management (CEO and Executive VPs) in reviews of the operation of technology groups to assess the soundness of the technical approach, the degree of overlaps and potential synergies to be exploited, and to advise on directions

5. No Competition during the Consulting Period.

During the Consulting Period, Consultant shall not own, manage, operate, control, enable (whether by license, sublicense, assignment or otherwise) or otherwise engage or participate in, or be connected as a securityholder, director, officer, employee, partner, member, lender, guarantor or advisor of, or consultant or contractor to, any Person (as defined below) that, directly or indirectly, (1) engages in the Business (as defined below), (2) competes in the Business against Cadence or any of its existing or future affiliates engaged in the Business, or (3) markets, distributes or sells any products that are marketed, distributed or sold, directly or indirectly through intermediaries, that are competitive with Business products marketed sold or distributed by Cadence or any of its existing or future affiliates. As used herein, the term “Business” means the research, design and development of electronic design automation software, electronic design verification and emulation hardware, and (ii) commercial electronic design and/or maintenance services (clauses (i) and (ii), together with all intellectual property embodied in or otherwise arising from the foregoing). As used herein, the term “Person” means any individual, corporation, partnership, limited liability company, association, trust, unincorporated organization or other legal entity, including any governmental entity. Notwithstanding any provision in this Agreement to the contrary, Cadence acknowledges that Consultant presently serves as a member of the Board of Directors of Accent S.r.l., Gradient Design Automation, Inc., Sonics, Inc. and UPEK, Inc., and that continuing in such positions in accordance with Cadence’s Code of Business Conduct, as it may be amended from time to time, shall not be deemed to violate the covenants set forth above in this Section 5. Furthermore, for the avoidance of doubt, Consultant’s performance of his academic duties as a professor of electrical engineering and computer science shall not be deemed to violate the covenants set forth above in this Section 5.

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6.	Project Manager to whom Consultant reports
Mike Fister
	Tel: [Telephone Number]
Fax: [Fax Number]
7.	Expected days of consulting to be performed per month:
	N/A
8.	Cost Center #: 41000
9.	Consulting Fees: $4,583.33 per month. Payments are due the first week of the new month for the past month’s advisory services. Checks are to be sent to the home address listed in item 1.
	(To be stated as dollars per hour or day, or other agreed upon terms):
10.	The dollar value of this Consulting Schedule is not to exceed: $55,000.00
	Consultant:
	Cadence Design Systems, Inc.

Signature:	/s/ Alberto Sangiovanni-Vincentelli	Signature:	/s/ Michael J. Fister
	Alberto Sangiovanni-Vincentelli		Michael J. Fister
			President and CEO
Date:	August 17, 2005	Date:	August 17, 2005

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EXHIBIT NDA

1. “Confidential Information” shall have the same meaning as defined §7 of the Master Consulting Agreement.

2. “Disclosing Period” shall have the same meaning as defined in §7 of the Master Consulting Agreement.

3. Other Sources Exemptions: Consultant’s obligations hereunder will not apply, or shall cease to apply, to that Confidential Information which Consultant can establish: (i) was not identified as confidential when disclosed or within thirty (30) days thereafter; or (ii) was in the public domain by acts not attributable to Consultant or otherwise available to the public other than by breach of this NDA; or (iii) was rightfully in possession of Consultant prior to receiving it from Cadence; or (iv) becomes available to Consultant from a source other than Cadence who is in rightful possession with the lawful right to provide it to Consultant; or (v) is independently developed by Consultant without use of or reference to the Confidential Information; or (vi) is otherwise agreed in writing to be no longer considered otherwise restricted by Cadence.

4. Limitations on Duty: Consultant’s duty to maintain the confidentiality extends only to that disclosed Information which: (i) is identified as being Confidential at the time of disclosure by Cadence or within 30 days thereafter; or (ii) is marked Confidential, or with a similar legend, at the time of disclosure; or (iii) is summarized and designated as Confidential by Cadence in a written memorandum delivered to Consultant within thirty (30) days after the disclosure.

5. Standard of Care: Consultant shall protect the disclosed Confidential Information by using the same degree of care, but no less than a reasonable degree of care, as it uses to safeguard its own confidential or proprietary information of a like nature from unauthorized use, disclosure, or dissemination. Consultant shall not copy, distribute, or disseminate any of the Confidential Information to any unauthorized persons or entities without the Cadence’s express prior written consent and Consultant shall limit access to the Confidential Information to only those authorized employees or agents having a need to know.

6. Return of Materials: Upon the earlier of fifteen (15) calendar days after: (i) Consultant’s receipt of Cadence’s written request for same, or (ii) Consultant’s completion of those stated purposes for which Cadence provided Consultant its Confidential Information; or (iii) the end of the Disclosing Period; all of Cadence’s Confidential Information and all copies thereof in Consultant’s possession or control shall be returned to Cadence or destroyed by Consultant at Cadence’s instruction. At Cadence’s request, Consultant shall then certify the same in writing and that no copies have been retained by Consultant, its employees or agents.

7. Mandatory Disclosure Exemptions: Nothing herein shall restrict Consultant’s right to disclose the Confidential Information where such disclosure is required by written order of a judicial, legislative, or administrative authority of competent jurisdiction provided, however that, in each case, Consultant will first notify Cadence of such need or requirement and cooperate with Cadence in limiting the scope of the proposed disclosure. Consultant will assist Cadence in taking all reasonable steps for obtaining further appropriate means of limiting the scope of the required disclosure of Cadence’s Confidential Information.

8. Equitable Relief Availability: Consultant acknowledges that an unauthorized disclosure of the Confidential Information may cause irreparable harm to Cadence for which no adequate remedy at law exists and that, in addition to any other remedies which may be available, Cadence shall be entitled to seek injunctive relief to enforce the terms of this NDA.

9. No Rights or Licenses Extended: No rights or licenses whatsoever, either express or implied, are granted hereunder by one to the other as to any patents or patent applications, copyrights, trade marks, trade secrets, or other intellectual property now or hereafter acquired, developed, or controlled. Cadence retains all rights and remedies afforded under all U.S. and foreign patent, copyright, trade secret, and other applicable laws for protecting confidential, proprietary, or trade secret information.

10. No Waiver of Rights: If one Party breaches this Agreement then the failure of the other Party to enforce any rights under this NDA shall not be deemed a waiver of any such rights.

11. Transfer Restrictions: Consultant will not transfer any disclosed information received hereunder to any country prohibited from obtaining such data according to any national export regulation, (e.g., U.S. Department of Commerce Export Administration Regulations), without first obtaining all valid export licenses and authorizations.

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EX-10.2

EXHIBIT 10.2

SUMMARY OF NON-EMPLOYEE DIRECTOR CASH COMPENSATION

     Each non-employee director receives an annual retainer of $80,000, and the Chairman of the Board, if a non-employee director, receives an additional annual retainer of $80,000. In addition to the annual retainer, non-employee directors who serve as the Chairman of the Audit Committee, the Venture Committee or the Technology Committee receive an annual fee of $40,000, and non-employee directors who serve as the Chairman of the Compensation Committee or the Corporate Governance and Nominating Committee receive an annual fee of $20,000; provided, however, that no committee chair fee is paid to a non-employee director who also serves as Chairman of the Board. Non-employee directors are also paid $2,000 for each Board or committee meeting attended in person and $1,000 for each Board or committee meeting attended by telephone or other electronic means. No additional compensation is paid when the Board of Directors or a committee acts by unanimous written consent in lieu of a meeting. Non-employee directors are eligible for reimbursement of their expenses incurred in connection with attendance at Board meetings in accordance with Cadence policy.

EX-14.1

EXHIBIT 14.1

Code of Business Conduct
for
Cadence Design Systems, Inc.
and all of its Subsidiaries Worldwide

Introduction

Cadence’s business success is directly linked to its integrity in dealing with customers, suppliers, employees and governments. In order to be valued, we must be trusted. The highest order of ethical conduct has and continues to be the very foundation of our enterprise. The following statement of business philosophy and objectives applies to all facets of Cadence’s business. This Code of Business Conduct (this “Code”) provides firm, uncompromising standards for each of us in our dealings with agents, customers, suppliers, political entities and others.

Adherence to this Code is the responsibility of each member of the Board of Directors (the “Board”), officer and employee (individually, a “Cadence Person”; collectively, “Cadence Personnel”) and is a condition of continued service or employment. Every director, officer and employee is to comply with this Code, to raise questions when in doubt about the best course of action, and to report possible misconduct promptly after becoming aware of it. Unless a particular provision of this Code directs otherwise, employees are to raise questions with their supervisor, the Human Resources Department, or the Office of the General Counsel.

Executive officers are to contact the General Counsel, and members of the Board are to contact the chair of the Corporate Governance and Nominating Committee. If the person at issue is the General Counsel, executive officers are to contact the chair of Corporate Governance and Nominating Committee; if the person at issue is the chair of this committee, members of the Board are to contact another member of the committee.

Information about how to report possible misconduct is set forth under “Compliance” below.

In addition to the principles discussed here, there are specific policies and procedures that apply when dealing with financial matters, proprietary information, and employment and other issues. Cadence Personnel are to familiarize themselves with these policies and guidelines as well, all of which are explained in Cadence’s Policies & Procedures Manual. When we refer to “Cadence” below, we are referring to Cadence and its subsidiaries collectively.

Compliance with Laws

It is Cadence’s policy to conduct its business in accordance with all applicable laws, rules and regulations wherever Cadence does business. Cadence expects all Cadence Personnel to carry out their responsibilities on behalf of Cadence in accordance with the law and to refrain from illegal conduct.

No individual is expected to know the details of all applicable laws, but individuals have an obligation to be knowledgeable about specific laws, rules and regulations that apply to their areas of responsibility. To the extent that provisions of local law are more restrictive than this Code, Cadence Personnel are to follow the more restrictive provisions. To the extent any provision of

this Code is expressly prohibited by the laws of a particular jurisdiction in which Cadence does business, the laws of that jurisdiction will prevail within that jurisdiction. Individuals who have questions about whether particular circumstances may involve illegal conduct, or about specific laws that may apply to their activities, are to contact the Office of the General Counsel.

Integrity and Confidentiality of Assets and Information

Confidential Information — Cadence assets are more than physical plants and equipment. They include technology and concepts, valuable ideas, trade secrets, and business and product plans, as well as other information about our businesses. Cadence Personnel have a responsibility to protect the confidentiality of all information they receive, from whatever source, while employees or directors of Cadence. This includes information received from or relating to third parties with which Cadence has or is contemplating a relationship, such as suppliers, customers or affiliates. All Cadence Personnel must protect the confidentiality of confidential information, use this information only for business purposes, and limit the dissemination of confidential information to those (both inside and outside Cadence) who have a need to know the information for business purposes. Confidential information received from third parties is to be used only for the specific purpose for which it was disclosed and handled consistent with the terms of any applicable nondisclosure agreement.

Protection and Proper Use of Company Assets — Cadence Personnel have a responsibility to protect Cadence’s assets from damage, destruction, theft or unauthorized use.

Accurate Reporting and Public Disclosure — Our integrity as a company depends upon the integrity of each Cadence Person. As a result, it is imperative that all reports of any kind (including customer billing, time reported, expense reports, hours worked, sales reports, etc.) be completed accurately and honestly. Dishonesty or intentional inaccuracy in reporting expenses or hours worked is not only a violation of Cadence policy, it is illegal. Additional information about the responsibility to keep accurate books and records is set forth under “Business and Accounting Practices” below.

Cadence Personnel are responsible for the accurate and complete reporting of financial information within their respective areas of responsibility and for the timely notification to the Vice President responsible for their organization of significant transactions, trends and other financial or non-financial information that may be material to Cadence. Reports and documents that Cadence files with or furnishes to the Securities and Exchange Commission, and/or any other statutory body, and other public communications, should contain full, fair, accurate, timely and understandable disclosure.

Projections of future performance are to be provided only by senior management. All inquiries from securities or financial analysts or brokers involving requests for specific or detailed company information are to be directed to the Chief Financial Officer or the Vice President of Investor Relations.

Employee Information — Cadence only collects, uses and maintains employee information that is required for business or legal reasons. Cadence provides employees access to their personnel

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files. Cadence does not release employee information without the approval of the employee affected except to verify employment or to satisfy legitimate investigatory or legal requirements.

Conflicts of Interest

A conflict of interest is any activity or interest that is inconsistent with or opposed to, or appears to be inconsistent with or opposed to, the best interests of Cadence. This may include an activity or interest of a family member or an organization with which a Cadence Person has a significant relationship. The following are examples of conflicts of interest to be avoided:

• Interests in Other Businesses — Circumstances in which Cadence Personnel have a direct or indirect financial interest in a transaction to which Cadence is a party or any present customer, competitor or supplier that could cause divided loyalty or the appearance of divided loyalty.

• Moonlighting — Cadence expects employees to devote their full business time and attention to Cadence. Therefore, employees are not to engage in outside work either for their own account (e.g., as a consultant) or for any third party without prior written approval from the Human Resources Department or the Office of the General Counsel. Under no circumstances is outside employment by any employee to lessen his or her interest in, or efficiency, alertness or productivity with respect to, Cadence.

• Gifts and Other Gratuities — No Cadence Person or family member of a Cadence Person is to accept material gifts or gratuities or other favored treatment from any person associated with a present or prospective customer, competitor or supplier of Cadence. Good judgment is to be exercised in the acceptance of business gifts, lunches, dinners and entertainment. These activities must be consistent with company policies and for the express purpose of enhancing a business relationship. Similarly, no Cadence Person is to give money or gifts of material value to a customer, prospective customer, competitor or supplier if it reasonably could be viewed as being done to gain an unfair business advantage. If you are uncertain whether a gift is questionable or improper, consult with the Office of the General Counsel or your supervisor.

• Family — No Cadence Person is to conduct business involving Cadence with a person to whom he or she is related by blood or marriage, or a business organization in which an individual to whom such Cadence Person is related by blood or marriage has a significant or controlling interest.

• Loans — Cadence is not to extend credit to any of its executive officers or directors if the extension of credit would violate applicable law or regulations.

A conflict of interest or potential conflict of interest may be resolved or avoided if it is appropriately disclosed and approved. In some instances, disclosure may not be sufficient and Cadence may require that the conduct in question be stopped or that actions taken be reversed where possible. Any situation, transaction or relationship that may give rise to an actual or

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potential conflict of interest must be disclosed to the Office of the General Counsel. Executive officers are to report actual or potential conflicts to the General Counsel (who will convey the information to the Corporate Governance and Nominating Committee for its determination), and members of the Board of Directors are to report actual or potential conflicts to the chair of the Corporate Governance and Nominating Committee (the chair of this committee is to contact a disinterested member of the committee if the chair is the person with the actual or potential conflict of interest).

Corporate Opportunities

Cadence Personnel are not to: (a) take for themselves personally business opportunities that are discovered through the use of Cadence property or information or their position with Cadence; (b) use Cadence property, information or their position with Cadence for personal gain; or (c) compete with Cadence for business opportunities; provided, however, that if, after disclosure of all material facts, a determination is made that it will not be adverse to the interests of Cadence for an individual to pursue a business opportunity, the individual may do so. This determination is to be made: (i) in the case of directors and executive officers, by the disinterested members of Cadence’s Corporate Governance and Nominating Committee or another body of disinterested directors to whom the determination is delegated; (ii) in the case of other officers, by the disinterested members of the Corporate Governance and Nominating Committee or the Committee’s designee; and (iii) in the case of all other employees, by, and upon the written consent of, the Chief Executive Officer or the Office of the General Counsel.

Trading in Cadence or Other Securities

Federal and state securities laws of the United States prohibit any trading (purchase or sale) of securities by a person while in possession of material, non-public information (i.e., information not publicly announced that could reasonably be expected to be important to a person making a decision to trade in such securities). Communicating non-public information to another person who then bases a trade on such information, or suggesting that another person trade in a company’s securities at a time when you have material, non-public information about the company, are also prohibited under the insider trading laws. Individuals who violate the insider trading laws are potentially liable for civil damages, as well as criminal fines and imprisonment, and companies may face civil penalties for insider trading violations by their employees and other agents. To avoid serious civil and criminal liability, all Cadence Personnel are to comply with the following rules:

• In all cases in which a Cadence Person is in possession of material, non-public information regarding Cadence or any other publicly traded company (such as customers), that Cadence Person must refrain from trading or recommending a purchase or sale of Cadence stock or other securities (or any derivative security) or the stock or other securities of the other publicly traded company until such information has been publicly disclosed and adequately disseminated.

• All Cadence Personnel are to keep confidential all non-public information they possess regarding Cadence or any other publicly traded company prior to its public disclosure.

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• Cadence Personnel must comply with Cadence’s Securities Trading Policy, which is posted at http://ess.cadence.com.

The failure by a Cadence Person to confirm to Cadence upon request that he or she is in compliance with these trading policies will be deemed a violation of the policies. Any Cadence Person who is considering a transaction involving Cadence or any other publicly traded securities and who feels that he or she may have possession of material, non-public information is to consult with the Office of the General Counsel.

Health, Safety, and Environmental Policy

External Environment — Cadence is committed to conducting its business activities and operations in a manner that promotes protection of people and the environment. Cadence maintains an environmental compliance program to foster compliance with all environmental laws and regulations, as well as corporate policies and operating instructions. For detailed information on environmental compliance, contact the Cadence Director of Real Estate.

Internal Environment — Cadence endeavors to provide its employees a workplace free from recognized chemical and physical hazards that are reasonably likely to cause harm, and complies with the laws and regulations governing safety in those jurisdictions in which its sites are located.

Fair Dealing

Cadence aims to succeed through fair and honest competition. Cadence seeks superior performance, but never through unethical or illegal business practices. Cadence Personnel are to deal fairly with Cadence’s customers, suppliers, competitors and employees.

Employment Practices

Discrimination — In keeping with our commitment to the communities in which we do business, Cadence is an equal opportunity employer. Cadence does not discriminate against qualified applicants or employees with respect to any terms or conditions of employment based on race, color, national origin, ancestry, sex, sexual orientation, age, religion, creed, physical or mental disability, medical condition, marital status, military service status, or any other characteristic protected by state or federal law or local ordinance. Further, when necessary, Cadence attempts to reasonably accommodate employees and applicants with disabilities if the individual is otherwise qualified to safely perform all of the essential functions of the position. Any employee who witnesses discrimination or believes he or she has been discriminated against is to notify his/her Human Resources representative immediately. Any employee who is found to have discriminated against another employee as described above is subject to discipline up to and including termination.

Harassment — Cadence is committed to providing a work environment free of harassment. Harassment of any kind is prohibited, including harassment on the basis of sex, race, color, religion, gender, age, mental or physical disability, medical condition, national origin, marital status, veteran status, sexual orientation, or any other characteristic protected under federal or

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state law or local ordinance. No individual will suffer any reprisals or retaliation for reporting any incidents of harassment, or perceived harassment, for making any complaints of harassment or for participating in any investigation of incidents of harassment or perceived harassment. If you believe you have witnessed some form of harassment in a job-related activity, or believe you have been the victim of harassment, notify your supervisor or Human Resources representative immediately.

Payment Practices

The United States Foreign Corrupt Practices Act creates certain restrictions on payment and accounting practices which, if not followed, carry civil and criminal liability for both Cadence and individual Cadence Personnel. In order to comply with this Act, Cadence Personnel are to observe the following rules:

• Business and Accounting Practices — Cadence Personnel must adhere to the legal requirements of each country in which Cadence conducts business and employ the highest ethical standards. No undisclosed or unrecorded Cadence fund or asset is to be established for any purpose, and no false or misleading entries are to be made in Cadence’s books or records. No payment on Cadence’s behalf is to be made without adequate supporting documentation, or made for any purpose other than as described in such documents. Cadence Personnel are to comply with Cadence’s internal control policies at all times.

• Questionable Payments — With the exception of certain regulatory fees set by the government and “facilitating payments”, all payments, promises to pay, or offers of payment for any thing of value to any foreign official, political party or official thereof from either Cadence or private funds in furtherance of Cadence business are prohibited. Where, in accordance with the practice and custom of a particular jurisdiction, the payment of a nominal sum (“facilitating payments”) must be made in order to induce an official of a foreign government to perform an act which the official would be required to perform in any event, such payment is not prohibited. These facilitating payments must be properly documented and recorded in Cadence’s financial records.

• Kickbacks — In accordance with U.S. federal law, no Cadence Person is to make or provide, or offer to make or provide, any kickback in connection with procuring any contract with a customer who is a prime contractor or sub contractor with the U.S. Government. Under the Federal Anti-Kickback Act, a kickback is any money, fee, commission, credit, gift, gratuity or anything of value that is provided to a prime contractor in accordance with a subcontract relating to a prime contract for the purpose of obtaining favorable treatment. Moreover, kickbacks of any kind to or from individuals or companies who conduct business with Cadence are prohibited regardless of whether they are a prime contractor. All Cadence Personnel have an obligation to promptly report to the General Counsel any possible violation of this policy or of the federal anti-kickback laws. Cadence’s involvement in government procurements, including contracts with

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	government and military officials and personnel, as well as contracts with other contractors, are to be above reproach.
•	Political Contributions — Cadence does not make any contributions or payments to political parties, candidates, or initiative or referendum campaigns, unless such payments are permitted by law and approved by the Chief Executive Officer. This restriction is not intended to discourage Cadence Personnel from making individual contributions to, or being involved with candidates, parties, initiative referenda or political committees of their choice as private individuals. Such involvement, however, is to be on a Cadence Person’s own time and at his or her own expense and can in no way indicate Cadence’s approval or endorsement of such activity.
•	Fraud and False Statements — Cadence Personnel must not engage in embezzlement, bribery, misappropriation or conversion of property, false statements to the government, or any fraudulent, deceptive or corrupt conduct, with respect to Cadence, its customers, suppliers, contractors, or anyone else with whom Cadence has business associations.

Antitrust

Competition laws and regulations throughout the world are designed to foster a competitive marketplace and prohibit activities that restrain trade. Generally, actions taken in combination with other companies that restrain competition may violate the antitrust laws. Certain antitrust violations involving agreements with competitors are crimes and can result in large fines and prison terms for the individuals involved. In addition, actions taken by an individual company in market segments in which it has a particularly strong position may violate competition laws if they have the effect of excluding competition through unfair means.

Cadence’s success depends on competing independently and fairly at all times. Cadence competes vigorously but within the bounds of fair competition. You are to be attentive to the following types of practices:

• You are not to enter into any arrangements or understandings with competitors or potential competitors concerning prices, terms or conditions of sale or license, sales or marketing practices or plans, or R&D plans.

• Participation in a standard-setting organization or similar organization is to be approved in advance by the Office of the General Counsel. When representing Cadence in a standard-setting organization or similar organization, you are to adhere to the rules and bylaws of the organization, including rules affecting intellectual property disclosure.

• Participation in trade associations, seminars, standard-setting organizations, or other industry groups is not to be used as, or even appear to be used as, an occasion for any discussion of competitive policies or practices.

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• In connection with any collaborative activities with other electronic design automation, or EDA companies or companies that otherwise may compete with Cadence in any part of its business, including strategic alliances or joint ventures, all discussions are to be limited to the specific projects in which the companies are collaborating and avoid any discussion of areas in which the other company is a competitor.

• You are not to enter into any arrangements or understandings with a particular competitor not to deal with a particular customer or supplier.

• You are not to enter into any arrangements or understandings with a supplier or customer not to deal with a Cadence competitor.

• You are not to enter into agreements or understandings that control the prices charged by a distributor.

• If you have any questions concerning the propriety of any business practice, consult with the Office of the General Counsel.

Procurement Policy

Restricting a supplier from selling its products or services (unless proprietary to Cadence) to Cadence’s competitors or other third parties may be illegal under some circumstances. Requiring a supplier to buy Cadence products in return for Cadence’s purchases may also be illegal under some circumstances, although Cadence may otherwise attempt to sell Cadence products to its suppliers. Thus, restrictions on sales to competitors or requiring reciprocal purchases must first be cleared by the Office of the General Counsel.

Confidential or proprietary information is not to be accepted from or released to a supplier unless a written agreement regarding any restrictions on use of disclosure has been executed. Employees are not to discuss the problems or weaknesses of one supplier with another.

Other Unethical or Disreputable Activity

In addition to the above, Cadence Personnel are not to engage in any unethical or other conduct that could besmirch, whether directly or indirectly, the reputation of Cadence or any of its affiliates.

Compliance

Admittedly no summary of guidelines for ethical business conduct can cover every situation. The absence of a guideline covering a particular situation does not relieve Cadence Personnel from the responsibility to operate with the highest ethical standards of business conduct. Each of us is responsible for his or her actions.

Raising Questions — Do not hesitate to seek guidance and assistance regarding compliance with this Code. Unless a particular provision of this Code directs otherwise, employees are to raise

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questions with their supervisor, their Human Resources representative, or the Office of the General Counsel.

Executive officers are to contact the General Counsel, and members of the Board are to contact the chair of the Corporate Governance and Nominating Committee (if the person at issue is the General Counsel, executive officers are to contact the chair of the Corporate Governance and Nominating Committee; if the person at issue is the chair of this committee, members of the Board are to contact another member of the committee).

Reporting Possible Misconduct — Each Cadence Person has the responsibility to report possible misconduct, including unethical business practices, violations of this Code and apparent or suspected illegal activities. Employees are to report potential misconduct to the Office of the General Counsel or, in the event a report concerns an executive officer of the Company, to the General Counsel or the chair of the Corporate Governance and Nominating Committee, by contacting them at the following:

Office of the General Counsel	generalcounsel@cadence.com           or
	+1 (408) 944-7748
Corporate Governance and Nominating	governancechair@cadence.com
Committee Chair

Executive officers are to contact the General Counsel (if the person at issue is the General Counsel, executive officers are to contact the chair of Corporate Governance and Nominating Committee). Directors are to contact the chair of the Corporate Governance Committee (if the person at issue is the chair of this committee, directors are to contact another member of the committee).

Alternatively, if an accounting, internal accounting control or auditing matter is involved, Cadence Personnel may report the matter confidentially and anonymously by calling one of the numbers below and leaving a detailed description of the complaint or concern. Inside the United States: (800) 260-9341. Outside the United States: +1 (408) 570-3728.

No Retaliation — No individual will suffer any reprisals or retaliation for reporting in good faith any possible misconduct or for participation in any investigation of possible misconduct.

Vice Presidents are responsible for overseeing compliance with this Code with respect to the employees within their organizations and for promptly referring possible misconduct to the Office of the General Counsel (or, if the person at issue is the General Counsel, to the Corporate Governance and Nominating Committee) for investigation. The Corporate Governance and Nominating Committee is responsible for overseeing compliance with this Code, including the investigation of possible misconduct, with respect to directors and executive officers.

Where the Office of the General Counsel or the Corporate Governance and Nominating Committee, as the case may be, determines that a violation of this Code exists, appropriate corrective and disciplinary action is to be taken. Such action may include one or more of the

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following measures, as appropriate: (i) counseling; (ii) a warning; (iii) a reprimand noted in the Cadence Person’s personnel file; (iv) probation; (v) change, including reassignment, in job responsibilities, compensation, authority and/or title; (vi) temporary suspension, with or without pay; (vii) termination of employment or other relationship with Cadence; (viii) reimbursement of losses or damages resulting from the violation; or (ix) referral for criminal prosecution or civil action.

Integrity is the foundation of our business. Each of us must insist that we as individuals, and Cadence as a company, attain the highest ethical standards of business conduct.

Waivers

Cadence does not expect to grant waivers of this Code except in very limited circumstances. Any waiver by Cadence of any provision of this Code with respect to any member of the Board or any executive officer is to be made only by the Board or the Corporate Governance and Nominating Committee, after disclosure of all material facts by the individual seeking the waiver. Cadence shall disclose any such waiver with respect to a director or executive officer in accordance with applicable law. Any waivers for other individuals are to be granted only by the Chief Executive Officer or the General Counsel or their respective designees.

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Code of Business Conduct
for
Cadence Design Systems, Inc.
and all of its Subsidiaries Worldwide

SIGNATURE AND ACKNOWLEDGMENT

I have received the current version of the Cadence Code of Business Conduct, which I have read and understand. I agree to comply with the Code as a condition of my service at Cadence. I understand that the Code is updated from time to time and that the current version is maintained at the Corporate Governance section of the Cadence website (currently http://governance.cadence.com), and I agree to review any changes to the Code when I am notified that the Code has been updated.

Signature	Date
Print name
Position

*NOTE:

Employees based in North America: Fax completed acknowledgment to HR Central (408) 576-3697 within 14 days after commencement of employment.

Employees based outside of North America: Deliver completed acknowledgment to your HR representative within 14 days after commencement of employment.