Synopsys 8-K 2010
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): January 24, 2010
(Exact name of Registrant as specified in charter)
700 East Middlefield Road
Mountain View, California 94043
(Address of principal executive offices)
Registrants telephone number, including area code: (650) 584-5000
(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:
(e) Compensatory Arrangements of Certain Officers
Approval of EIP Plan.
On January 24, 2010, the Compensation Committee (the Committee) of the Board of Directors (the Board) of Synopsys, Inc. (the Company) approved the Companys Executive Incentive Plan - 162(m) (the EIP) applicable to officers of the Company as such term is defined in Rule 16a-1(f) under Section 16 of the Securities Exchange Act of 1934, as amended. The EIP sets forth the Company performance objectives that will be measured following the end of each fiscal year to determine incentive bonus payments to such officers under the EIP. The performance criteria are the Companys current fiscal year revenue target, current fiscal year non-GAAP operating margin target, and following fiscal year revenue backlog target (collectively, the Corporate Financial Performance Goals), as well as the second following fiscal year revenue backlog target.
Pursuant to the EIP, each year the Committee must approve matrices that specify the bonus that may be earned at different levels of achievement of the Companys performance goals, within the parameters prescribed in the EIP, subject to Compensation Committee discretion to reduce any award. The EIP requires that a weighted average of 90% performance of the Corporate Financial Performance Goals must be achieved as a minimum threshold before officers may earn bonuses under the EIP; it also requires that bonuses paid pursuant to the EIP at the 90% minimum performance level represent no more than 67.5% of the officers applicable annual target bonus. The EIP provides that the maximum bonus payout may not exceed the lesser of $2,000,000 or 200% of the officers applicable annual target bonus. Bonus amounts that exceed an executives target bonus may, at the election of the Compensation Committee, be paid in the form of Restricted Stock Units which vest after one year.
The foregoing summary of the EIP does not purport to be complete, and is qualified in its entirety by reference to the EIP, a copy of which is filed as Exhibit 10.42 to this Current Report on Form 8-K and incorporated herein by reference.
On January 24, 2010, the Committee approved the matrices for fiscal 2010 pursuant to the EIP. These payout matrices comply with the parameters prescribed in the EIP and also provide that officers may earn no more than 85% of their 2010 target bonus, under the EIP, in the event the Company achieves 100% performance levels, and accordingly the Company must exceed 100% performance levels before the officers full 2010 target bonus may be earned.
Approval of Amended and Restated Employee Stock Purchase Plan.
On January 27, 2010, the Board approved the amendment and restatement of the Companys Employee Stock Purchase Plan (the ESPP) in order to accomplish the following:
The Board approved the amendment and restatement of the ESPP subject to approval by the Companys stockholders at the 2010 Annual Meeting of Stockholders scheduled to take place on March 25, 2010, to the extent such approval is necessary under applicable laws and regulations. The amendments that were necessary to conform the ESPP to the requirements of the final Section 423 regulations, as well as certain other amendments, do not require stockholder approval under applicable laws and regulations, and are effective for all offerings that commence on or after March 1, 2010. The amended and restated ESPP, as approved by the Board and presented to the Companys stockholders for approval, will be filed as an exhibit to the Companys proxy statement for the 2010 Annual Meeting of Stockholders.
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.