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

October 30, 2004

Date of Report (date of earliest event reported)

SYNOPSYS, INC.

(Exact name of Registrant as specified in charter)

Delaware	000-19807	56-1546236
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
700 East Middlefield Road Mountain View, California 94043
	(Address of principal executive offices)
Registrant’s telephone number, including area code: (650) 584-5000
N/A
(Former name or former address, if changed since last report)

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:

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

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

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

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

Item 1.01 Entry into a Material Definitive Agreement.

Effective October 30, 2004, the Registrant adopted the FY2004 Recognition Bonus Plan (the “Bonus Plan”) which provides for the payment of bonuses to eligible employees of the registrant (including executive officers). In December 2004, the Compensation Committee of the Registrant’s Board of Directors approved the following bonuses pursuant to the Bonus Plan for the Chief Executive Officer and the next four most highly compensated executive officers of the Registrant whose compensation earned during fiscal 2004 exceeded $100,000 (in the case of the Senior Vice President, Worldwide Sales, a portion of her total bonus was paid pursuant to her FY2004 Individual Compensation Plan (the “Compensation Plan”)):

Name	Title	Bonus Amount
Aart de Geus	Chairman and Chief Executive Officer	$	498,000
Chi-Foon Chan	President and Chief Operating Officer	$	402,000
Vicki Andrews	Sr. Vice President, Worldwide Sales	$	268,000	(1)
Raul Camposano	Sr. Vice President and General Manager, Silicon Engineering Group	$	188,833	(2)
Antun Domic	Sr. Vice President and General Manager, Implementation Group	$	246,000

(1)Comprised of $136,120 in bonus paid under the Bonus Plan and $131,880 in commissions paid under the Compensation Plan.

(2)Includes $3,333 patent bonus not provided for under the Bonus Plan.

Item 9.01 Financial Statements and Exhibits

(c)Exhibits.  The following documents are filed as exhibits to this Form 8-K:

10.29FY2004 Recognition Bonus Plan.

10.30FY04 Individual Compensation Plan for Senior Vice President, Worldwide Sales.

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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.

Date: January 11, 2005	SYNOPSYS, INC.
	/s/ Rex S. Jackson
	Rex S. Jackson
	Vice President, General Counsel and Secretary

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Exhibit Index

Exhibit Number	Exhibit Title
10.29	FY2004 Recognition Bonus Plan.
10.30	FY04 Individual Compensation Plan for Senior Vice President, Worldwide Sales.

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EX-10.29

Exhibit 10.29

FY2004 Recognition Bonus Plan

Title:	FY2004 Recognition Bonus Plan
Effective Date:	October 30, 2004

Document Owner:	John Cleveland, Human Resources Compensation
Approvals:	Jan Collinson
	Sr. VP of Human Resources and Facilities
	Steve Shevick
	CFO and Sr. VP of Finance
	Chi-Foon Chan
	President and COO
	Aart de Geus
	Chairman and CEO

1.0Purpose

This Synopsys FY 2004 Recognition Bonus Plan (“Plan”) provides a framework for Synopsys Management to recognize and retain eligible employees (individual contributors and management) with variable compensation based on individual employee performance and contribution during Fiscal Year 2004.

HIGHLIGHTS OF THE PLAN

•The Plan is intended to provide a framework for identifying and rewarding employees within the Company.

•The Plan supercedes and replaces the FY2004 Corporate Incentive Plan and the FY2004 WWAS Overachievement Bonus Plan.

•The Plan will be guided by an Executive Oversight Committee (EOC), to be comprised of:

•Chi-Foon Chan, President and COO

•Steve Shevick, CFO and SR. VP of Finance

•Jan Collinson, Sr VP Human Resources

ELIGIBILITY

Individuals may be considered for a Recognition Bonus if they are regular employees and:

•are employed by Synopsys as of the first working day of the last fiscal quarter (August 1, 2004);

•were employed at Fiscal Year 2004 end (October 30, 2004);

•are not on a Corrective Action Plan (CAP)  when the awards are distributed.

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2.0Budget and Responsibility

•$[  ]* is available under the Plan for distribution to eligible employees.

•The Sr. VP HRFA will determine final allocation and distribution methodology.

•Actual Recognition Bonuses will be reviewed and approved by the EOC.

3.0Timing of Payment

•Recognition Bonuses will be awarded to approved recipients in the first quarter of the Company’s Fiscal Year 2005.

IMPORTANT NOTES ABOUT THE PLAN

The Plan reflects the intention of Synopsys as of the Effective Date concerning bonus awards to eligible employees.  Synopsys reserves the right to amend or terminate the Plan at any time, with or without notice, except that any amendment or termination will not affect bonuses paid prior to such amendment or termination. Nothing in this Plan shall be construed to be a guarantee that an eligible employee will receive a bonus, or to imply a contract to that effect. This Plan does not alter the at-will relationship between the Company and any eligible employee, and the Company reserves the right to terminate an individual’s eligibility under the Plan at any time, for any reason, with or without notice. Eligibility for and determination of bonus payments under the Plan are within the sole discretion of the Company.

Approvals:

/s/ Jan Collinson	October 30, 2004
Jan Collinson	Date
Senior Vice President – HRFA
/s/ Steven K. Shevick	October 30, 2004
Steven K. Shevick	Date
Chief Financial Officer
Senior Vice President – Finance
/s/ Chi-Foon Chan	October 30, 2004
Chi-Foon Chan	Date
President & COO
/s/ Aart de Geus	October 30, 2004
Aart de Geus	Date
Chairman & CEO

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* Represents specific quantitative or qualitative performance-related factors, or factors or criteria involving confidential commercial or business information, the disclosure of which would have an adverse effect on the Registrant.

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EX-10.30

Exhibit 10.30

FY04 Individual Compensation Plan
Effective Date:5/2/04 - 10/30/04
Type:	o Initial
ý Revision
revised 6.8.04

NAME: Vicki L. Andrews

TITLE: Sr. Vice President, Worldwide Sales

FY04  COMPENSATION PLAN:

	ANNUAL $
Base Salary:	$	350,000
Worldwide Bookings Bonus:	$	[*]	(paid at 100% of achievement, after fiscal year end)
Quarterly Revenue Bonus:	$	[*]	(paid for meeting quarterly target revenue)
Annual FYRI Revenue Bonus:	$	[*]	(payable at fiscal year-end)
Corporate MBO Bonus:	$	[*]	(payable at fiscal year-end)
Total Variable at Target:	$	[*]
Total Target Compensation at Plan:	$	[*]

I.  PLAN TARGETS:

	Q1		Q2		Q3		Q4		FY04 Total
Worldwide Bookings QUOTA:	$	[*]	$	[*]	$	[*]	$	[*]	$	[*]

QUARTERLY REVENUE TARGET:[*]

II.  PLAN MECHANICS

A.BOOKINGS VOLUME BONUS:

The Bookings Bonus is paid at fiscal (annual) year-end on the basis of the bookings level achieved, according to the “Sales Commission/Bonus Policy” (attached) and the current “Synopsys Sales Order Acceptance and Distribution Policy” (attached).

Bonus is paid according to the following formula for performance against the FY04 bookings targets:

In addition, for achievement of the last 3 quarter’s booking target, an additional 1/4 of the bookings bonus will be paid after year end.

% of FY04 Annual Target Bookings Quota Achieved	Percent of Annual Target Bonus	Bonus Points (All 4 Qtrs Booking Target achieved)	Comments
< [*]%	0.0%	0
[*]% - [*]%	[*]% - [*]%	0	[*] pts for every point
>[*]% - [*]%	[*]% - [*]%	0	[*] pts for every point
>[*]%	[*]% + [*]%	[*]%	1 Qtr above the target: [*]%
			2 Qtrs above the target: [*]%
			3 Qtrs above the target: [*]%
			4 Qtrs above the target: [*]%

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B.REVENUE TARGET BONUS

The current quarterly/annual fiscal year-end revenue bonus is paid based on:

B-1.Achieving 100% of the current corporate quarterly target revenue, and/or;

B-2.Achieving the targeted fiscal year revenue incentive (FYRI) based on the proportion of [*] at a minimum threshold level defined below.

B-3.No quarterly revenue bonus is paid unless the current quarter’s revenue target is achieved (100%).

B-4.The annual year-end Revenue Target Incentive (FYRI) is derived from the worldwide achievement of the FYRI revenue target.  (See below)

B-4-1.The annual year-end Revenue achievement (FYRI) is derived from the [*] attained at the fiscal year-end.

B-4-2.Orders eligible for FYRI are defined in the Sales Bonus/Commission policy, section 6.2.

B-5.Quarterly and Annual Revenue Bonus Targets

	Q1		Q2		Q3		Q4		Total
Plan Revenue Target	[*]
Quarterly Revenue Bonus	$	[*]	$	[*]	$	[*]	$	[*]	$	[*]
Annual FYRI Bonus									$	[*]
							Total:		$	[*]

B-5-1.Annual FYRI Bonus is paid according to the following formula for performance against the FY04 annual revenue target of $[*].

Target FYRI Revenue Attained	% of the FYRI Payout	Comments
< [*]%	$0
[*] - [*]%	[*] - [*]%	[*]% per point
> [*] - [*]%	[*]-[*]%	[*]% per point
>[*]%	[*]% + [*]%	[*]% per point

FYRI Payout Example

Attainment (%)		Payout (%)		Payout (Amt)
@ [*]	%	[*]	%	$	[*]
@ [*]	%	[*]	%	$	[*]
@ [*]	%	[*]	%	$	[*]
@ [*]	%	[*]	%	$	[*]
@ [*]	%	[*]	%	$	[*]

NOTES:

This plan is subject to all provisions of the current “Synopsys Commission/Bonus Policy” (attached) and the current “Synopsys Sales Order Acceptance Policy” (attached).  All elements of this plan are subject to change at any time during the year.

Plan targets reflect those in place at this time.  These targets may be revised as conditions require subject to the approval of the President/COO.

This plan is applicable only if the Sr. VP of HR, the President/COO, and the CEO approve.

SIGNATURES:	Signature below by employee acknowledges receipt of:
	1) FY04 Individual Compensation Plan
	2) FY04 Sales Commission/Bonus Policy
	3) FY04 Revenue Recognition Policy
	4) FY04 Sales Order Acceptance Policy

/s/ Vicki L. Andrews		/s/ Aart de Geus
Vicki L. Andrews	Date	Aart de Geus,	Date
Sr. Vice President, Worldwide Sales		Chairman of Board & CEO
/s/ Janet S. Collinson		/s/ Chi-Foon Chan
Janet S. Collinson	Date	Chi-Foon Chan,	Date
Sr. VP, Human Resources & Facilities		President & COO

* Represents specific quantitative or qualitative performance-related factors, or factors or criteria involving confidential commercial or business information, the disclosure of which would have an adverse effect on the Registrant.

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