EXHIBIT 10.H CREDIT AGREEMENT Dated as of January 10, 2001Credit Agreement • March 19th, 2002 • Mentor Graphics Corp • Services-computer integrated systems design • California
AGREEMENTAsset Purchase Agreement • November 15th, 1999 • Mentor Graphics Corp • Services-computer integrated systems design • Oregon
BY AND AMONGAgreement and Plan of Merger • April 24th, 2002 • Mentor Graphics Corp • Services-computer integrated systems design • Delaware
As Issuer AndIndenture • August 14th, 2002 • Mentor Graphics Corp • Services-computer integrated systems design • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered --------- into as of January 24, 2002, among Mentor Graphics Corporation, an Oregon corporation (the "Company"), the several financial institutions party to the ------- Credit...Credit Agreement • May 15th, 2002 • Mentor Graphics Corp • Services-computer integrated systems design • California
RECITALSSupport Agreement • April 30th, 2002 • Mentor Graphics Corp • Services-computer integrated systems design • Delaware
PLAN AND AGREEMENT OF MERGER OF MENTOR GRAPHICS ACQUISITION, INC. WITH AND INTO ESCALADE CORP.Plan and Agreement of Merger • May 12th, 2000 • Mentor Graphics Corp • Services-computer integrated systems design • Oregon
CREDIT AGREEMENT Dated as of February 6, 1998Credit Agreement • March 31st, 1998 • Mentor Graphics Corp • Services-computer integrated systems design • California
EXHIBIT 10.B BRIDGE LOAN AGREEMENT Dated as of April 23, 2002Bridge Loan Agreement • May 15th, 2002 • Mentor Graphics Corp • Services-computer integrated systems design • California
RECITALSNon-Compete Agreement • April 30th, 2002 • Mentor Graphics Corp • Services-computer integrated systems design • Massachusetts
EXHIBIT (d)(1) IKOS SYSTEMS, INC. June 16, 2000 Mentor Graphics Corporation 8005 S.W. Boeckman Road Wilsonville, Oregon 97070-7777 CONFIDENTIALITY AGREEMENT Ladies and Gentlemen: In connection with your possible interest in an acquisition or other...Mentor Graphics Corp • December 7th, 2001 • Services-computer integrated systems design • California
andRights Agreement • February 19th, 1999 • Mentor Graphics Corp • Services-computer integrated systems design • Oregon
INDEMNITY AGREEMENTIndemnity Agreement • September 4th, 2008 • Mentor Graphics Corp • Services-computer integrated systems design • Oregon
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2008, by and between Mentor Graphics Corporation, an Oregon corporation (the “Company”), and (“Indemnitee”).
Exhibit 4.C $150,000,000 AGGREGATE PRINCIPAL AMOUNT MENTOR GRAPHICS CORPORATION 6 7/8% CONVERTIBLE SUBORDINATED NOTES DUE 2007 Resale Registration Rights Agreement Dated as of June 3, 2002 RESALE REGISTRATION RIGHTS AGREEMENT, dated as of June 3,...Resale Registration Rights Agreement • August 14th, 2002 • Mentor Graphics Corp • Services-computer integrated systems design • New York
EXECUTION COPY SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of April 16, 2002, by and among Mentor Graphics Corporation, an Oregon corporation (the "Company"), the several...Credit Agreement • August 14th, 2002 • Mentor Graphics Corp • Services-computer integrated systems design • California
AGREEMENT AND PLAN OF MERGER dated as of November 12, 2016 among MENTOR GRAPHICS CORPORATION, SIEMENS INDUSTRY, INC. and MEADOWLARK SUBSIDIARY CORPORATIONAgreement and Plan of Merger • November 14th, 2016 • Mentor Graphics Corp • Services-computer integrated systems design • Oregon
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of November 12, 2016 among Mentor Graphics Corporation, an Oregon corporation (the “Company”), Siemens Industry, Inc., a Delaware corporation (“Parent”), and Meadowlark Subsidiary Corporation, an Oregon corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
AGREEMENT The parties agree as follows:Consultant Services Agreement • October 27th, 1995 • Mentor Graphics Corp • Services-computer integrated systems design • California
BY AND AMONGAgreement and Plan of Merger and Reorganization • March 13th, 2002 • Mentor Graphics Corp • Services-computer integrated systems design • Delaware
200,000,000 AGGREGATE PRINCIPAL AMOUNT MENTOR GRAPHICS CORPORATION Resale Registration Rights Agreement Dated as of March 3, 2006Registration Rights Agreement • March 9th, 2006 • Mentor Graphics Corp • Services-computer integrated systems design • New York
RESALE REGISTRATION RIGHTS AGREEMENT, dated as of March 3, 2006 among Mentor Graphics Corporation, an Oregon corporation (together with any successor entity, herein referred to as the “Company”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC, and UBS Securities LLC as representatives of the several initial purchasers (the “Initial Purchasers”) under the Purchase Agreement (as defined below).
Joint Filing AgreementJoint Filing Agreement • December 7th, 2001 • Mentor Graphics Corp • Services-computer integrated systems design
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with the other parties hereto on behalf of each of them a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $.01 per share, of IKOS Systems, Inc., a Delaware corporation, and that this agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
CREDIT AGREEMENT Dated as of April 26, 2011 among MENTOR GRAPHICS CORPORATION, BANK OF AMERICA, N.A., as Agent, CITIBANK, N.A., as Syndication Agent, KEYBANK NATIONAL ASSOCIATION and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents, and THE...Credit Agreement • April 27th, 2011 • Mentor Graphics Corp • Services-computer integrated systems design • California
This CREDIT AGREEMENT is entered into as of April 26, 2011, among Mentor Graphics Corporation, an Oregon corporation (the “Company”), the several financial institutions from time to time party to this Agreement (collectively, the “Banks”; individually, a “Bank”), Citibank, N.A., as syndication agent (the “Syndication Agent”), KeyBank National Association and U.S. Bank National Association, as co-documentation agents (the “Co-Documentation Agents”) and Bank of America, N.A., as administrative agent for the Banks.
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT TERMS AND CONDITIONSRestricted Stock Unit Award Agreement • December 6th, 2016 • Mentor Graphics Corp • Services-computer integrated systems design • Oregon
This Performance-Based Restricted Stock Unit Award Agreement (this “Agreement”) is made and entered into as of the Grant Date as indicated on the equity award summary provided with this Agreement by and between Mentor Graphics Corporation, an Oregon corporation (the “Company”), and you pursuant to the Mentor Graphics Corporation 2010 Omnibus Incentive Plan (the “Plan”). Compensation paid pursuant to this Agreement is intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986 (the “Code”). Unless otherwise defined herein, capitalized terms used in this Agreement have the same defined meanings as in the Plan. The terms of this Agreement are as follows:
MENTOR GRAPHICS CORPORATION as Issuer And WILMINGTON TRUST COMPANY as Trustee INDENTURE Dated as of July 27, 2010 6.25% Convertible Subordinated Debentures due 2026Mentor Graphics Corp • July 27th, 2010 • Services-computer integrated systems design • New York
This INDENTURE, dated as of July 27, 2010, is between Mentor Graphics Corporation, an Oregon corporation (hereinafter called the “Company”), having its principal office at 8005 SW Boeckman Road, Wilsonville, Oregon 97070-7777, and Wilmington Trust Company, a Delaware banking corporation, as trustee hereunder, having its principal corporate office at 1100 North Market Street, Rodney Square North, Wilmington, Delaware 19890-0001.
LATHAM & WATKINS LLP LETTERHEAD] July 14, 2009 Mentor Graphics Corporation Wilsonville, Oregon 97070-7777Mentor Graphics Corp • July 14th, 2009 • Services-computer integrated systems design
Re: Agreement and Plan of Merger by and among Mentor Graphics Corporation, Fulcrum Acquisition Corporation and LogicVision, Inc. dated as of May 6, 2009
MENTOR GRAPHICS CORPORATION as Issuer And WILMINGTON TRUST COMPANY as Trustee INDENTURE Dated as of 6.25% Convertible Subordinated Debentures due 2026Indenture • June 28th, 2010 • Mentor Graphics Corp • Services-computer integrated systems design • New York
This INDENTURE, dated as of [__], 2010, is between Mentor Graphics Corporation, an Oregon corporation (hereinafter called the “Company”), having its principal office at 8005 SW Boeckman Road, Wilsonville, Oregon 97070-7777, and Wilmington Trust Company, a Delaware banking corporation, as trustee hereunder, having its principal corporate office at 1100 North Market Street, Rodney Square North, Wilmington, Delaware 19890-0001.
Severance AgreementSeverance Agreement • June 3rd, 2015 • Mentor Graphics Corp • Services-computer integrated systems design • Oregon
On ____________________, you entered into a letter agreement with Mentor Graphics Corporation (the “Corporation”) regarding compensation and benefits arrangements in connection with a Change in Control (as defined herein), and you and the Corporation amended and restated such letter agreement on ____________________and on ____________________ (as amended, the “Prior Agreement”). You and the Corporation now desire to make certain changes to the Prior Agreement in order to modify the benefits provided thereunder, to extend the term of the Prior Agreement, and to provide certain compensation and benefits to you if your employment terminates under certain circumstances absent a Change in Control. Accordingly, you and the Corporation have agreed to amend and restate the Prior Agreement as set forth below (the “Agreement”) as of the date both parties have signed this Agreement (the “Effective Date”).
CONFIDENTIALLetter Agreement • April 30th, 2002 • Mentor Graphics Corp • Services-computer integrated systems design • Delaware
Exhibit (d)(1) MUTUAL NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (this "Agreement") is made as of October 5, 2001 by and between Innoveda, Inc., having a principal place of business at 293 Boston Post Road West, Marlboro, Massachusetts...Non-Disclosure Agreement • April 30th, 2002 • Mentor Graphics Corp • Services-computer integrated systems design
REGISTRATION RIGHTS AGREEMENT This Agreement is made as of February 28, 1992, by and between Quickturn Systems, Inc., a California corporation (the "Company") and Mentor Graphics Corporation, an Oregon corporation ("Holder"). 1. Definitions. For...Registration Rights Agreement • August 25th, 1998 • Mentor Graphics Corp • Services-computer integrated systems design
MENTOR GRAPHICS CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent Second Amended and Restated Rights Agreement Dated as of June 28, 2013Rights Agreement • July 1st, 2013 • Mentor Graphics Corp • Services-computer integrated systems design • Oregon
Second Amended and Restated Rights Agreement, dated as of June 28, 2013 (this “Agreement”), between Mentor Graphics Corporation, an Oregon corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent (the “Rights Agent”).
STOCK OPTION AGREEMENT (US AND NON-US EMPLOYEES) TERMS AND CONDITIONSStock Option Agreement • March 17th, 2011 • Mentor Graphics Corp • Services-computer integrated systems design • Oregon
This Stock Option Agreement (the “Agreement”) is made and entered into as of the Option Date indicated on the Options and Awards Summary provided with this Agreement by and between Mentor Graphics Corporation, an Oregon corporation (the “Company”), and you. Capitalized terms not otherwise defined in this Agreement shall have the same meanings as set forth in Plan and the Options and Awards Summary. The terms of this Agreement are as follows:
110,000,000 AGGREGATE PRINCIPAL AMOUNT MENTOR GRAPHICS CORPORATION FLOATING RATE CONVERTIBLE SUBORDINATED DEBENTURES DUE 2023 Resale Registration Rights Agreement Dated as of August 6, 2003Rights Agreement • October 22nd, 2003 • Mentor Graphics Corp • Services-computer integrated systems design • New York
RESALE REGISTRATION RIGHTS AGREEMENT, dated as of August 6, 2003, among Mentor Graphics Corporation, an Oregon corporation (together with any successor entity, herein referred to as the “Company”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC, Fleet Securities, Inc., and Needham & Company, Inc. as representatives of the several initial purchasers (the “Initial Purchasers”) under the Purchase Agreement (as defined below).
AGREEMENT TO POLICY FOR RECOVERY OF INCENTIVE COMPENSATIONMentor Graphics Corp • March 17th, 2011 • Services-computer integrated systems design
This Agreement to Policy for Recovery of Incentive Compensation is entered into by the undersigned executive officer of Mentor Graphics Corporation (the “Company”) effective as of February 1, 2011.
LETTERHEAD] March 31, 2010Mentor Graphics Corp • June 8th, 2010 • Services-computer integrated systems design
1 EXHIBIT 8.2 January 9, 1996 Microtec Research, Inc. 2350 Mission College Blvd. Santa Clara, California 95054 Re: Federal Income Tax Consequences of Merger Ladies and Gentlemen: This opinion is being delivered to you in accordance with the Agreement...Mentor Graphics Corp • January 10th, 1996 • Services-computer integrated systems design
