Amendment and Assignment of Secured Promissory Note between Innoveda, Inc. and William J. Herman

Summary

This agreement amends a secured promissory note originally issued by Viewlogic Systems, Inc. to William J. Herman, with a principal amount of $417,817.95. All rights and obligations under the note and related stock pledge agreement have been assigned to and assumed by Innoveda, Inc. The amendment removes a provision that would have made the note due upon the listing of Viewlogic's stock on a national exchange or NASDAQ. All other terms of the note remain unchanged.

EX-10.2 4 a2063260zex-10_2.txt EXHIBIT 10.2 EXHIBIT 10.2 MEMORANDUM AND AMENDMENT OF PROMISSORY NOTE DATE: September 25, 2001 TO: William J. Herman FROM: Innoveda, Inc. RE: Amendment of the Secured Promissory Note dated August 11, 1999 in the Principal Amount of $417,817.95 Issued to Viewlogic Systems, Inc. (the "Note") I am writing, on behalf of Innoveda, Inc. ("Innoveda"), to confirm Innoveda's agreement, and obtain your agreement, that: 1. All of the rights and obligations of Viewlogic Systems, Inc. ("Viewlogic") under the Note were assigned to, and assumed by, Innoveda. 2. All of the rights and obligations of Viewlogic under the Stock Pledge Agreement that you executed in connection with the Note were assigned to, and assumed by, Innoveda. 3. The Note is hereby amended by deleting from the Note the provision that requires that the Note become due and payable on "The date which is eighteen months after the first date, if any, on which the common stock of Viewlogic Systems, Inc. (or any security substituted therefor) is listed on a national securities exchange or the NASDAQ stock market". 4. In all other respects the Note remains in full force and effect as originally written and as amended as set forth in this memorandum. Agreed and accepted, and signed as a sealed instrument, by: Innoveda, Inc. William J. Herman By: /s/ Peter T. Johnson /s/ William Herman Title: Vice President