Employment Agreement - Synplicity Inc. and Bernard Aronson


Bernard Aronson
[Address]


Re: Updated Employment Offer

June 19, 1997

Dear Bernie,

On behalf of the Synplicity Board of Directors, I am pleased to confirm our
offer of regular, full-time employment with Synplicity starting in July, 1997,
as President and CEO of the Company. In this position you will report to the
Board of Directors, and you will also become a member of the Board of Directors.
As President and CEO, your powers and responsibilities will be those set forth
in the Bylaws of the Company, as well as other duties that the Board assigns to
you.

Salary: You will receive a starting base salary at a rate equivalent to $165,000
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per year. As a professional (exempt) employee, you will be paid on a salaried
basis, with paydays occurring semi-monthly, on the fifteenth and the last
business day of each month.

Bonus:  You will be eligible for a target annual bonus in the amount of $50,000
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per year based on achieving specific objectives. The target bonus amount for
1997 will be pro-rated to the number of months you are an employee of
Synplicity, and the bonus objectives will be as approved by the Board within 60
days of you joining, based on Synplicity reaching certain 1997 P&L revenue and
profit goals. The bonus objectives for subsequent years will be as approved by
the Board. You will receive a bonus for a given year only if you are an employee
on December 31 of that year.

Stock:  When you join the company, you shall be granted an Incentive Stock
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Option (ISO) in accordance with the 1995 Synplicity, Inc. Stock Option Plan to
purchase 6.0% of the fully diluted outstanding shares as calculated on the day
before your first day of employment, at the then fair market value (which was
$.20 per share at the most recent determination by the Board of Directors in
June 1997). Fully diluted outstanding shares means all outstanding common
shares, including those issuable upon exercise of outstanding options, whether
vested or not, and all common shares issuable upon conversion of outstanding
preferred stock. The option will vest over a four-year period from your start
date, with 25% vesting after one year, and 1/48th per month thereafter for the
remaining three years. If you desire to purchase your shares in order to start
your capital gains holding period, your ISO will have a provision permitting
exercise as to unvested shares, provided that you execute a Restricted Stock
Purchase Agreement granting the company a repurchase right as to such unvested
shares in the event of your termination of employment.

 
If all or substantially all of Synplicity's assets or outstanding shares are
sold, or if Synplicity is a party to a merger as a result of which Synplicity
shareholders do not own more than 50% of the surviving entity, and your
employment is terminated or constructively terminated without cause within six
months after such sale or merger ("Sales Transaction"), this ISO will
immediately vest in full. Constructive termination will mean a resignation
following a change in business location outside the San Francisco Bay Area, a
reduction in salary, or a diminution in responsibilities such that you no longer
have a role commensurate with the position of an executive officer or of a
manager in charge of a business unit which is similar in size to Synplicity.
"Cause" will be defined as the determination by the board of directors that you
have refused to follow board directives, violated your non-disclosure agreement
with the company or your duties of loyalty or care, committed a felony or an act
of moral turpitude or other action not becoming of an executive officer, engaged
in actions which involved gross negligence or willful misconduct in the
performance of your duties, or the like."

You will also be granted another stock option to purchase 1.5% of the fully
diluted outstanding shares as calculated on the day before your first day of
employment. This stock option will vest 100% upon the fifth anniversary of your
employment, with accelerated vesting as to 100% of such shares upon the
effective date of a Company IPO or the effective date of a Sales Transaction
valuing the Company at seventy-five million dollars or more.

Current Company Benefits:
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Synplicity offers a group medical and dental plan for employees, and a 401K plan
with some company matching. Synplicity allows 15 days of paid time-off per year
for vacation, sick time, and personal needs. Company holidays are New Year's
Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and the day
after, and Christmas Day. We also have as holidays the first day of Rosh
Hashanah, and Yom Kippur. These last two holidays are floating, and can be used
at another time after those dates, within the same year. You will receive more
details from our HR manager when you join.

With your employment, comes the responsibility that you will honor any
confidentiality agreements you have signed with other companies. If you have any
confidential information or trade secrets, written, or otherwise known by you,
you agree not to bring them to Synplicity, and you agree not to use them on the
job in any way. You attest that you have not signed a "non-competition"
agreement or any other agreement that would prohibit you from working here. This
offer is contingent upon reviewing any agreements with your current employer
concerning non-competition and confidentiality of information.

Your employment is "At Will". Both you and Synplicity agree that your employment
is completely voluntary in nature, and will not be for a specific duration or
term. This letter constitutes the full offer of employment and supersedes any
prior discussions.

Bernie, we are very excited about the prospect of having you join us. We are
confident that with your leadership Synplicity will continue its early success
and go on to become a highly successful company. You may accept this offer by
signing below and sending it back. We enthusiastically await your acceptance of
this employment offer and look forward to you officially joining us here at
Synplicity.

 
Sincerely,


Ken McElvain, Director


Alisa Yaffa, Chairman of the Board

/s/ Alisa Yaffa
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Signature                          Today's Date             Start Date

I accept your offer of employment with all the terms and conditions described
herein, and agree to sign, on my first day, Synplicity's standard employment
confidentiality agreement.

This offer is valid until June 10, 1997