AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 11, 2013 BY AND AMONG CADENCE DESIGN SYSTEMS, INC., TUNDRA HOLDINGS, INC., TUNDRA SUBSIDIARY CORPORATION, TENSILICA, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, SOLELY AS STOCKHOLDER AGENTAgreement and Plan of Merger • April 25th, 2013 • Cadence Design Systems Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 11, 2013, is by and among Cadence Design Systems, Inc., a Delaware corporation (“Parent”), Tundra Holdings, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Holdings”), Tundra Subsidiary Corporation, a Delaware corporation and a wholly owned subsidiary of Holdings (“Acquisition Sub”), Tensilica, Inc., a Delaware corporation (the “Company”), and, solely with respect to Section 4.8, Section 4.18, Article 7 and Article 8, Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the agent for the Escrow Holders (the “Stockholder Agent”).
CADENCE DESIGN SYSTEMS, INC. EMPLOYMENT AGREEMENT WITH MARTIN N. LUNDIndemnity Agreement • April 25th, 2013 • Cadence Design Systems Inc • Services-prepackaged software • California
THIS AGREEMENT (this “Agreement”), made effective as of March 28, 2013 (the “Effective Date”), between CADENCE DESIGN SYSTEMS, INC., a Delaware corporation (the “Company”), and MARTIN N. LUND (“Executive”), sets forth the employment terms between the parties.
