This excerpt taken from the SNPS 8-K filed Apr 27, 2006.

Description of 2005 Directors Plan


The 2005 Directors Plan provides for automatic stock awards to each non-employee member of the Company’s Board upon their initial appointment or election, and upon their reelection each year. The award price per share is 100% of the fair market value of the Company's common stock on the grant date. New non-employee directors receive an initial option for 30,000 shares, vesting in annual equal installments on the date preceding each of the first four annual meetings following the grant date, assuming continued Board service through each vesting date. In addition, each person who is reelected to serve as a non-employee Board member receives either (1) an option grant (with the number of shares determined so that the aggregate “fair value” of the option, calculated using the option pricing model used to determine the value of stock-based compensation in the Company's financial statements, will equal the annual cash retainer then paid to non-employee Board members) or (2) a restricted stock grant (with the number of shares subject to the award determined so that the fair market value of the restricted stock grant on the date of grant will equal the annual cash retainer then paid to non-employee Board members). The option grant or restricted stock vests in a series of 36 successive equal monthly installments from the grant date, assuming continued Board membership through each vesting date. The Board elected that the equity component for 2006 will be restricted stock. As a result, each non-employee Board member received a grant of 5,752 shares of restricted stock on April 25, 2006. An aggregate of 750,000 shares are reserved for issuance under the 2005 Directors Plan and the plan expires on the day immediately preceding the Company’s 2010 Annual Meeting of Stockholders.


These descriptions are qualified in their entirety by reference to the full text of the 2006 Employee Plan and the 2005 Directors Plan, both of which are filed as exhibits to this Current Report on Form 8-K.




This excerpt taken from the SNPS DEF 14A filed Mar 17, 2006.

The following is a summary of the material features of the 2005 Directors Plan, as proposed to be amended.

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