This Release of Claims (“Release”) is given by SYNOPSYS, INC., a Delaware corporation (“Synopsys”),
and NASSDA CORPORATION, a Delaware
corporation (“Nassda”), in favor of [name of officer or director of Nassda]
(the “Representative”), and by the Representative in favor of Synopsys and
and Nassda have entered into an Agreement of Merger dated as of November 30,
2004 (the “Merger Agreement”), pursuant to which Synopsys has agreed to acquire
Nassda, on the terms and subject to the conditions set forth therein, and the
terms and provisions of which are incorporated by reference herein; and
to Section 5.6(e) of the Merger Agreement, Synopsys has agreed to execute and
deliver, and has agreed to cause Nassda to execute and deliver, this Release in
favor of the Representative, provided that the Representative executes and
delivers this Release in favor of Synopsys and Nassda.
NOW, THEREFORE, in
consideration of the mutual promises set forth in the Settlement Agreement and
for other good and valuable consideration, Synopsys, Nassda and the
Representative hereby agree as follows:
Terms. Certain capitalized terms
used but not otherwise defined in this Release have the meanings assigned to
them in the Settlement Agreement.
by the Representative of Company Releasees.
The Representative hereby releases and forever discharges the Company Releasees (as defined below), and
each of them, from any claims or causes of action which the Representative
now has or may hereafter have against the
Company Releasees, or any of them, arising out of the State Court Action
or the Federal Court Actions; provided,
however, that the Representative shall not be deemed to have
released (i) any rights the Representative may have under the
Indemnification Agreement between Nassda and the Representative, (ii)
any indemnification rights the Representative may have against Nassda
under applicable law for his conduct as an employee of Nassda prior to the date
hereof or (iii) any rights the Representative may have under Section 3 of this Release. “Company Releasees” shall mean: (a) Synopsys; (b) Synopsys’s
current and future affiliates (including Nassda and the other Acquired
Corporations); (c) the respective Representatives of the Persons referred to in
clauses “(a)” and “(b)” of this sentence; (d) the respective successors
and past, present and future assigns of the Persons identified or otherwise
referred to in clauses “(a)” through “(c)” of this sentence; and (e) each
officer and director of Nassda as of the Closing Date.
by Synopsys and Nassda of the Representative. Synopsys
and Nassda, each on its own behalf and on behalf of the Company Releasees,
hereby releases and forever discharges the Representative from any
claims or causes of action which Synopsys or Nassda
now has or may hereafter
have against the Representative arising out of the State Court Action or
the Federal Court Actions; provided, however,
that Synopsys and Nassda shall not be deemed to have released any rights they
may have under Section 2 of this
4.Civil Code §1542. Each of the parties to this Release
(a) represents, warrants and acknowledges that it has been fully advised
by its attorney of the contents of Section 1542 of the Civil Code of the State
of California, and (b) hereby expressly waives the benefits thereof and any
rights it may have thereunder. Section
1542 of the Civil Code of the State of California provides as follows:
“A general release does
not extend to claims which the creditor does not know or suspect to exist in
his favor at the time of executing the release, which if known by him must have
materially affected his settlement with the debtor.”
Each of the parties to
this Release also hereby waives the benefits of, and any rights it may have
under, any statute or common law principle of similar effect in any
5. Authority. Each of the parties to this Release
represents and warrants that such party has the right and authority to execute
this Release and that such party has not assigned or otherwise conveyed to
anyone the claims and causes of action being released under this Release.
of Law. This Release shall be deemed
to be made under and shall be construed in accordance with the laws of the
State of California.
Fees and Costs. In any action or
proceeding to enforce this Release, the prevailing party shall be entitled to
reasonable attorneys’ fees and costs.
8. Severability. Should any of the provisions set forth herein
be determined to be invalid by a court, agency or other tribunal of competent
jurisdiction, such determination shall not affect the enforceability of the
other provisions herein.
Agreement. This Release sets forth
the entire understanding and agreement among the parties with respect to the
subject matter hereof and supersedes any prior or contemporaneous oral and/or
written agreements or representations, if any, among the parties relating to
the subject matter hereof.
to be Construed Against any Party.
Any rule of construction to the effect that ambiguities are to be
resolved against the drafting party shall not be applied in the construction or
interpretation of this Release. Neither
the drafting history nor the negotiating
history of this Release shall be used or referred to in connection with
the construction or interpretation of this Release..
Other Releasors. This Release shall
not be construed or interpreted as a release or discharge by any person or
entity other than the Company Releasees or the Representative of any claims or
causes of action.
IN WITNESS WHEREOF, the
undersigned have executed this Release as of the date shown below.