Attached files
file | filename |
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10-Q - FORM 10-Q - CADENCE DESIGN SYSTEMS INC | f58675e10vq.htm |
EX-32.01 - EX-32.01 - CADENCE DESIGN SYSTEMS INC | f58675exv32w01.htm |
EX-32.02 - EX-32.02 - CADENCE DESIGN SYSTEMS INC | f58675exv32w02.htm |
EX-10.02 - EX-10.02 - CADENCE DESIGN SYSTEMS INC | f58675exv10w02.htm |
EX-31.01 - EX-31.01 - CADENCE DESIGN SYSTEMS INC | f58675exv31w01.htm |
EX-31.02 - EX-31.02 - CADENCE DESIGN SYSTEMS INC | f58675exv31w02.htm |
EXCEL - IDEA: XBRL DOCUMENT - CADENCE DESIGN SYSTEMS INC | Financial_Report.xls |
Exhibit 10.01
Agreement No.: MICA-11VINCENT0209
Effective Date of Agreement: 02-09-2011
Effective Date of Agreement: 02-09-2011
MASTER INDIVIDUAL
CONSULTING AGREEMENT
between
CADENCE DESIGN SYSTEMS, INC.
and
ALBERTO SANGIOVANNI-VINCENTELLI, Ph.D.
This agreement is a Master Agreement. As such, it is intended to be put into place once with
the 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.
MASTER INDIVIDUAL
CONSULTING AGREEMENT
CONSULTING AGREEMENT
This
Master Individual
Consulting Agreement (this
Agreement) is entered into as of the last date signed by the parties below (the Effective
Date), between Cadence Design Systems, Inc., a Delaware corporation, located at 2655 Seely Avenue,
San Jose, CA 95134 (Cadence), and Alberto Sangiovanni-Vincentelli, Ph.D. (the Consultant).
Cadence and Consultant are each referred to as a party and collectively, as the parties.
In consideration of the mutual promises set forth herein, the parties hereby agree as follows:
1. Consultancy.
1.1 Consulting Period.
Consultant will serve as a consultant to Cadence for
a period commencing on the Effective Date and
concluding on the date this Agreement is terminated
as set forth herein (the Consulting Period). This
Agreement may be terminated at will by either party
for any reason or no
reason upon thirty (30) days prior written notice to
the other party. Termination of this Agreement will
terminate all Schedule(s) then in effect.
1.2 Schedules.
The initial Schedule is attached hereto as Exhibit A
(Schedule). Additional Schedules may be attached
to include other Work that the parties agree
Consultant will provide to Cadence. The Schedule(s)
may be amended from time to time by mutual written
consent of the parties.
2. Duties of
Consultant.
2.1 Scope of
Work.
Consultant will perform the services and deliver the
deliverables set forth in the applicable Schedule
(collectively, the Work). Consultant will perform
the Work in accordance with the provisions of this
Agreement and the applicable Schedule. Consultant
will determine the manner and means by which the Work
is accomplished.
2.2 Work Rules, Availability.
Consultant will abide by the rules and policies of
Cadence while working on Cadences premises. In
connection with the Work provided hereunder,
Consultant may require access to the Cadence
facilities and network. If such access is required,
Cadence will provide the terms and conditions
required for such access. At any time, Cadence may
audit Consultants security policies and procedures
regarding the access and use of any confidential or
proprietary materials and systems of Cadence.
3. Compliance With Laws.
Consultant will comply with all applicable federal,
state and local laws and regulations, and foreign
laws and regulations, including without limitation,
immigration, health and safety, anti-bribery and
anti-corruption and workers compensation laws in the
performance of the Work hereunder.
4. Project Management.
4.1 Progress Reports and Meetings.
If the Cadence Chief Executive Officer (CEO)
requests, Consultant will participate in status
meetings with the CEO or his designee to review the
status and progress of the Work.
5. Other Affiliations.
5.1 Existing Agreements Do Not Conflict.
Consultant represents that Consultant is not
prevented by any existing agreement or in any other
way from entering into this Agreement and performing
in accordance with this Agreement and the applicable
Schedule(s).
5.2 Conflict of Interest.
Consultant warrants that Consultant is not obligated
under any other agreement which would conflict with
or adversely affect Cadences rights or Consultants
duties under this Agreement or applicable Schedule,
other than those expressly identified in an
attachment. Cadence understands and agrees that
during the Consulting Period, Consultant may be
retained by other companies, corporations, and/or
commercial enterprises which do not compete with
Cadence and are not engaged in the design,
development, manufacture or marketing of products
similar to those of Cadence. During the Consulting
Period, Consultant agrees that Consultant will not
own, manage, operate, control, enable (whether by
license, sublicense, assignment or otherwise),
participate in or be connected as a securityholder,
director, officer, employee, partner, member, lender,
guarantor or advisor of or consultant to, or perform
services for any companies, corporations, and/or
commercial enterprises other than Cadence which will
be engaged in the research, design, development,
manufacture or marketing of electronic design
automation software, electronic design verification
and emulation hardware and commercial electronic
design and/or maintenance services without the prior
written consent of Cadence.
5.3 Segregation of Work.
Except to the extent permitted under valid and
enforceable agreements, Consultant will not use,
disclose or deliver any proprietary or confidential
information of any third party in dealings with
Cadence or in performing the Work hereunder.
Consultant agrees to use its best efforts to
segregate Work done under this Agreement from all
work done at, or for, any such other person, company,
corporation, and/or other commercial enterprise. In
any dealings with any such other person, company,
corporation, and/or commercial enterprise, Consultant
will protect and guard Cadences Confidential
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Information (as defined herein) in accordance with
the terms of this Agreement.
6. Compensation.
6.1 Payment by
Cadence.
Cadence agrees to pay Consultant and Consultant
agrees to accept for all Work hereunder consulting
fees (the Consulting Fees) as set forth in the
applicable Schedule. In no event will Consultant be
entitled to any fringe benefits available to
employees of Cadence. Consultant waives any rights
Consultant may now or in the future have in such
fringe benefits even if Consultant is later deemed a
common law employee by any legislative,
administrative or judicial entity.
6.2 Reimbursement for Costs/Expenses.
Consultant agrees to obtain reimbursement and Cadence
agrees to reimburse for reasonable and necessary
out-of-pocket costs and expenses actually incurred by
Consultant in performance of the Work pursuant to the
Cadence Directors Travel Policy and Procedures.
Reimbursement will be made within forty-five (45)
days after submission to Cadence of the last of
adequate and appropriate documentation of such costs
and expenses.
6.3 Payment for Services.
Invoicing by Consultant will include all Work
rendered and expenses incurred by Consultant during
the period invoiced for payment.
6.4. Intentionally Omitted.
6.5 Taxes and Other Benefits.
Consultant acknowledges and agrees that it will be
Consultants obligation to formally report as its
income all compensation received by Consultant from
Cadence for Consultants services.
6.6 Accounting Records.
Consultant will maintain complete and accurate
accounting records to substantiate Consultants
charges and expenses and will retain such records for
a period of at least one (1) year from the date of
final payment made under the applicable Schedule.
7. Confidentiality.
Consultants Work for Cadence creates a relationship
of trust and confidence between Cadence and
Consultant, and will not contain or disclose
Cadences or any third partys trade secrets.
7.1 Confidential Information.
Confidential Information as used herein includes
marketing plans, product plans, business strategies,
financial information, forecasts, personnel
information, customer lists, trade secrets, other
non-public technical or business information or third
party information made available to Consultant,
whether in writing or given to or obtained by
Consultant orally through any means which Consultant
knows or has reason to know Cadence expects
Consultant to treat as confidential for any purpose.
7.2 Standard of Care.
During the Consulting Period, Consultant agrees to (i)
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, (ii) not copy, distribute or
disseminate any of the Confidential Information to any
unauthorized persons or entities without Cadences
express prior written consent, and (iii) limit access
to the Confidential Information to only those
authorized individuals having a need to know.
7.3 Exemptions.
Consultants obligations hereunder will not apply, or
will cease to apply, to that Confidential Information
which Consultant can establish: (i) was in the public
domain by acts not attributable to Consultant or
otherwise available to the public other than by breach
of this Agreement; (ii) was rightfully in possession
of Consultant prior to receiving it
from Cadence; (iii) becomes available to Consultant
from a source other than Cadence who is in rightful
possession with the lawful right to provide it to
Consultant; (iv) is independently developed by
Consultant without use of or reference to the
Confidential Information; or (v) is otherwise agreed
in writing to be no longer considered otherwise
restricted by Cadence.
7.4 Mandatory Disclosure Exemptions.
Nothing herein will restrict Consultants 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.
7.5 Return of Materials.
Upon three (3) calendar days after Consultants
receipt of Cadences request, all of Cadences
Confidential Information in Consultants possession or
control will be returned to Cadence or destroyed by
Consultant and Consultant will certify the same in
writing.
7.6 Continuing Obligations.
After the Consulting Period, Consultant has a
continuing obligation to maintain the confidentiality
of Cadences Confidential Information. In addition,
Sections 6.5, 6.6, 7, 8, 11, 12, 15, 18, and 19 will
survive the termination of the Consulting Period.
7.7 No Rights or Licenses Extended.
No rights or licenses, either express or implied, are
granted hereunder by one to the other as to any
patents or patent applications, copyrights,
trademarks, 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.
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7.8 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 without first obtaining
all valid export licenses and authorizations.
8. Indemnity.
Consultant agrees to defend at its own cost and
expense any claim or action against Cadence, its
directors, officers and/or employees, 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
delivered or furnished to Cadence by Consultant.
Consultant further agrees to defend, indemnify and
hold Cadence, its subsidiaries and/or affiliated
companies, and their respective directors, officers
and/or employees, harmless from and against any and
all liabilities, damages, losses, and expenses
associated with such claim or action.
9. Independent Contractor.
Consultant will be an independent contractor with
respect to Cadence and will not be a representative
or agent of Cadence. Consultant agrees that
Consultant is not an employee of Cadence for any
purpose.
10. Intentionally Omitted.
11. Notice.
Any notice to be delivered pursuant to this Agreement
will be in writing and will 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.
Office of the General Counsel
2655 Seely Avenue, Building 5
San Jose, CA 95134
2655 Seely Avenue, Building 5
San Jose, CA 95134
To Consultant at:
As set forth in the applicable Schedule.
12. Injunctive Relief.
Consultant acknowledges that disclosure or
unauthorized use of any Confidential Information by
Consultant will cause irreparable harm 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.
13. Severability.
If a court finds any provision of this Agreement
invalid or unenforceable as applied to any
circumstance, that provision will be enforced to the
maximum extent permitted by law, and the other
provisions will remain in full force and effect.
14. Binding Effect; No Assignment; Amendment.
This Agreement will be binding upon Consultant, and
except as regards to personal services, upon
Consultants successors and assigns, and will inure
to the benefit of Cadence, its successors and
assigns. This Agreement may not be assigned by
Consultant and any attempted assignment by Consultant
will be void. This Agreement may only be modified or
amended by mutual written consent of the parties.
15. Governing Law.
This Agreement will be governed and enforced in
accordance with the laws of the State of California.
16. Waiver.
A failure of either party to exercise any right
provided for herein will not be deemed to be a waiver
of any other right existing hereunder.
17. Conduct Business Fairly. Consultant
agrees to conduct business in a manner that at all
times reflects favorably upon the products and the
good name, goodwill and reputation of Cadence.
18. 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 supersede
all prior and contemporaneous negotiations,
correspondence, understanding and agreements of the
parties relating to the subject matter hereof.
19. Non-Solicitation. Consultant agrees that
it will not, directly or indirectly, solicit any
Cadence employee to leave Cadences employ during the
Consulting Period and for two years after the
expiration of the Consulting Period.
End of Terms
4
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/ Lip-Bu Tan | |
Name: Alberto Sangiovanni-Vincentelli, Ph.D.
|
Name: Lip-Bu Tan | |||
Title: President & Chief Executive Officer | ||||
Date: February 9, 2011
|
Date: February 9, 2011 |
5
Agreement
No.: MICA-11VINCENT0209
EXHIBIT A
SCHEDULE
ALL ITEMS BELOW MUST BE COMPLETELY FILLED IN. DO NOT LEAVE ANY BLANK.
1. | Name of Consultant: Alberto Sangiovanni-Vincentelli, Ph.D. | |
2. | Term of Consulting Period for this Schedule: |
Start Date | End Date | |||
February 9, 2011 | December, 31, 2011 |
Either party may terminate this Schedule at any time without cause upon thirty (30) days prior written notice to the other party. | ||
4. | Duties of Consultant: | |
Consultant is to provide technical expertise to Cadence to be discussed and agreed to by the parties and identified in an Attachment to this Schedule. | ||
Consultant will provide quarterly updates and other reports, as applicable and requested by the Chief Executive Officer of Cadence. | ||
5. | Project Manager to whom Consultant reports: | |
Lip-Bu Tan, President and Chief Executive Officer of Cadence. | ||
6. | Expected days of consulting to be performed per month: | |
Not applicable | ||
7. | Consulting Fees: $50,000, to be invoiced by Consultant in quarterly payments of $12,500 at the end of each quarter. Consulting fees will not exceed $50,000, not including valid reimbursement for reasonable and necessary out-of-pocket costs and expenses actually incurred by Consultant in performance of the Work that conform to the Cadence Directors Travel Policy and Procedures. | |
8. | Is this a renewal Schedule from a previous Agreement? YES o NO þ | |
9. | Cost Center: |
CONSULTANT:
|
CADENCE DESIGN SYSTEMS, INC. | |||
Signature:
|
/s/ Alberto Sangiovanni-Vincentelli | Signature: | /s/ Lip-Bu Tan | |
Name: Alberto Sangiovanni-Vincentelli, Ph.D.
|
Name: Lip-Bu Tan | |||
Title: President & Chief Executive Officer | ||||
Date: February 9, 2011
|
Date: February 9, 2011 |
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ATTACHMENT A
Consultant is to perform projects identified by the Chief Executive Officer of Cadence, including
but not limited to the following:
| Review and provide guidance and recommendations relating to Cadences current and potential strategic directions and product line plans, based on discussions with customers, industry and technology trend research and experience in the industry. | ||
| Introduce Cadence to potential partners or customers who are outside of normal interaction sphere. | ||
| Assist Cadence in reviewing and recommending potential partners in product areas important to Cadence. | ||
| Provide technical discussions or keynote addresses to third parties as a representative of Cadence in industry, technical and government events, including events with Cadence employees. |
Consultant will provide quarterly updates and other reports, as applicable and requested by the
Chief Executive Officer of Cadence.
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ATTACHMENT B
Cadence acknowledges that Consultant presently serves as a member of the Board of Directors of
Accent International S.A., Advanced Laboratory on Embedded System S.r.l, Sonics, Inc. and UPEK,
Inc., and that continuing in such positions in accordance with Cadences 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 Section 5.2 of this Agreement. Furthermore, Consultants 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 Section 5.2 of this Agreement.
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