MENTOR GRAPHICS CORP Contracts & Agreements

MENTOR GRAPHICS CORPORATION asIssuer and WILMINGTON TRUSTCOMPANY as Trustee SUPPLEMENTAL INDENTURE NO. 1 Dated as of March 30, 2017 4.00% Convertible Subordinated Debentures due... (Filed With SEC on March 30, 2017)

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT TERMS AND CONDITIONS (FY17 Awards) (Filed With SEC on December 6, 2016)

AGREEMENT ANDPLAN OF MERGER dated as of November 12, 2016 among MENTOR GRAPHICS CORPORATION, SIEMENS INDUSTRY, INC. and MEADOWLARK SUBSIDIARYCORPORATION TABLE OF CONTENTS (Filed With SEC on November 14, 2016)

SUPPORTAGREEMENT (Filed With SEC on November 14, 2016)

Mentor Graphics Corporation 2010 Omnibus Incentive Plan (Filed With SEC on August 30, 2016)

FOURTH AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on March 21, 2016)

STOCK PURCHASE AGREEMENT (Filed With SEC on February 19, 2016)

RESTRICTED STOCK UNIT AWARD AGREEMENT (US AND NON-US EMPLOYEES) TERMS AND CONDITIONS (Filed With SEC on December 3, 2015)

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT TERMS AND CONDITIONS (FY16 Awards) (Filed With SEC on December 3, 2015)

Severance Agreement ___________ __, 2015 (Filed With SEC on June 3, 2015)

THIRD AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on March 16, 2015)

Resignation and Advisory Services Agreement September 17, 2014 (Filed With SEC on March 16, 2015)

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT TERMS AND CONDITIONS (FY15 Awards) (Filed With SEC on December 4, 2014)

Mentor Graphics Corporation 2010 Omnibus Incentive Plan (Filed With SEC on September 5, 2014)

RESTRICTED STOCK UNIT AGREEMENT (Filed With SEC on September 5, 2014)

EQUITY AWARD SUMMARY (Filed With SEC on March 17, 2014)

SECOND AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on December 4, 2013)

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT TERMS AND CONDITIONS (Filed With SEC on September 16, 2013)

MENTOR GRAPHICS CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent Second Amended and Restated Rights Agreement Dated as of June 28, 2013 SECOND AMENDED... (Filed With SEC on July 1, 2013)

FIRST AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on June 5, 2013)

MENTOR GRAPHICS CORPORATION EXECUTIVE VARIABLE INCENTIVE PLAN (Filed With SEC on June 5, 2012)

MENTOR GRAPHICS CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent Amended and Restated Rights Agreement Dated as of December 23, 2011 AMENDED AND... (Filed With SEC on December 27, 2011)

CREDIT AGREEMENT Dated as of April 26, 2011 among MENTORGRAPHICS CORPORATION, BANK OF AMERICA, N.A., as Agent, CITIBANK, N.A., as Syndication Agent, KEYBANK NATIONAL ASSOCIATION... (Filed With SEC on April 27, 2011)

MENTOR GRAPHICS CORPORATION as Issuer and WILMINGTONTRUST COMPANY as Trustee INDENTURE Dated as of April 4, 2011 4.00%Convertible Subordinated Debentures due 2031 TABLE OF CONTENTS (Filed With SEC on April 4, 2011)

STOCK OPTION AGREEMENT (US AND NON-US EMPLOYEES) TERMS AND CONDITIONS (Filed With SEC on March 17, 2011)

MENTOR GRAPHICS CORPORATION OFFICER STOCK OWNERSHIP POLICY (Effective January 31, 2011) (Filed With SEC on March 17, 2011)

AGREEMENT TO POLICY FOR RECOVERY OF INCENTIVE COMPENSATION (Filed With SEC on March 17, 2011)

MENTOR GRAPHICS CORPORATION and WILMINGTON TRUST COMPANY as Trustee FIRSTSUPPLEMENTAL INDENTURE Dated as of October 13, 2010 6.25% Convertible Subordinated Debentures due 2026... (Filed With SEC on October 13, 2010)

A-2 MENTOR GRAPHICSCORPORATION 6.25% CONVERTIBLE SUBORDINATED DEBENTURE DUE 2026 (Filed With SEC on October 13, 2010)

RESTRICTED STOCK UNIT AWARD AGREEMENT (US AND NON-US EMPLOYEES) TERMS AND CONDITIONS (Filed With SEC on September 8, 2010)

RESTRICTED STOCK UNIT AGREEMENT (Filed With SEC on September 8, 2010)

STOCK OPTION AGREEMENT Mentor Graphics Corporation 2010 Omnibus Incentive Plan , 20__ (Filed With SEC on September 8, 2010)

MENTOR GRAPHICS CORPORATION IRREVOCABLE RSU DEFERRED DISTRIBUTION ELECTION FORM JULY 1, 2010 OUTSIDE DIRECTOR RSU AWARDS (Filed With SEC on September 8, 2010)

MENTOR GRAPHICS CORPORATION as Issuer And WILMINGTONTRUST COMPANY as Trustee INDENTURE Dated as of July 27, 2010 6.25%Convertible Subordinated Debentures due 2026 TABLE OF CONTENTS (Filed With SEC on July 27, 2010)

Mentor Graphics Corporation 2010 Omnibus Incentive Plan (Filed With SEC on July 2, 2010)

MENTOR GRAPHICS CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent Rights Agreement Dated as of June 24, 2010 RIGHTS AGREEMENT (Filed With SEC on June 25, 2010)

[LETTERHEAD] March 31, 2010 (Filed With SEC on June 8, 2010)

CREDIT AGREEMENT DATED AS OF APRIL 6, 2010 BY AND AMONG MENTOR GRAPHICS CORPORATION, BANK OF AMERICA, N.A., AS AGENT, AND THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO TABLE OF... (Filed With SEC on June 8, 2010)

MENTOR GRAPHICS CORPORATION 1982 STOCK OPTION PLAN (Filed With SEC on March 17, 2010)

Severance Agreement March 11, 2010 (Filed With SEC on March 16, 2010)

RESTRICTED STOCK UNIT AWARD AGREEMENT (US ANDNON-US EMPLOYEES) TERMS AND CONDITIONS (Filed With SEC on December 29, 2009)

(US AND NON-US EMPLOYEES) (Filed With SEC on June 9, 2009)

MENTOR GRAPHICS CORPORATION SIXTH AMENDMENT (Filed With SEC on March 12, 2009)

INDEMNITY AGREEMENT (Filed With SEC on September 4, 2008)

Severance Agreement August 10, 2008 (Filed With SEC on September 4, 2008)

MENTOR GRAPHICS CORPORATION RETENTION BONUS PLAN (Filed With SEC on September 4, 2008)

MENTOR GRAPHICS CORPORATION FOURTH AMENDMENT (Filed With SEC on April 25, 2008)

Dated as of April 23, 2008 among MENTOR GRAPHICS CORPORATION, BANK OF AMERICA, N.A., (Filed With SEC on April 25, 2008)

STOCK OPTION AGREEMENT TERMS AND CONDITIONS (Filed With SEC on December 6, 2007)

MENTOR GRAPHICS CORPORATION 1987 NON-EMPLOYEE DIRECTORS STOCK PLAN (Filed With SEC on September 7, 2007)

MENTOR GRAPHICS CORPORATION EXECUTIVE VARIABLE INCENTIVE PLAN (Filed With SEC on June 15, 2007)

MENTOR GRAPHICS CORPORATION THIRD AMENDMENT (Filed With SEC on June 8, 2007)

[Date] (Filed With SEC on February 28, 2007)

MENTOR GRAPHICS CORPORATION 1982 STOCK OPTION PLAN (Filed With SEC on December 1, 2006)

MENTOR GRAPHICS CORPORATION SECOND AMENDMENT (Filed With SEC on August 8, 2006)

MENTOR GRAPHICS CORPORATION 1987 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN (Filed With SEC on May 19, 2006)

MENTOR GRAPHICS CORPORATION FIRST AMENDMENT (Filed With SEC on March 15, 2006)

MENTOR GRAPHICS CORPORATION as Issuer (Filed With SEC on March 9, 2006)

$200,000,000 AGGREGATE PRINCIPAL AMOUNT (Filed With SEC on March 9, 2006)

CREDIT AGREEMENT (Filed With SEC on June 7, 2005)

MENTOR GRAPHICS CORPORATION EXECUTIVE VARIABLE INCENTIVE PLAN (Filed With SEC on March 16, 2005)

[Date] (Filed With SEC on March 16, 2005)

STOCK OPTION AGREEMENT TERMS AND CONDITIONS (Filed With SEC on November 2, 2004)

AMENDMENT TO NONQUALIFIED STOCK OPTIONS (Filed With SEC on November 2, 2004)

AGREEMENT AND PLAN OF MERGER BY AND AMONG MENTOR GRAPHICS CORPORATION, an Oregon corporation, (Filed With SEC on September 7, 2004)

MENTOR GRAPHICS CORPORATION 1982 STOCK OPTION PLAN As amended May 19, 2004 (Filed With SEC on August 6, 2004)

MENTOR GRAPHICS CORPORATION FIRST AMENDMENT TO CREDITAGREEMENT (Filed With SEC on March 12, 2004)

MENTOR GRAPHICS CORPORATION FOREIGN SUBSIDIARY EMPLOYEE STOCK PURCHASE PLAN (as amended as of February 11, 2004) (Filed With SEC on March 12, 2004)

MENTOR GRAPHICS CORPORATION, BANK OF AMERICA, N.A., as Agent, KEY CORPORATE CAPITAL, INC., as Documentation Agent, (Filed With SEC on July 30, 2003)

MENTOR GRAPHICS CORPORATION 1986 STOCK PLAN (as amended as of February 7, 2002) (Filed With SEC on March 24, 2003)

THIRD AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on March 24, 2003)

FOREIGN SUBSIDIARY EMPLOYEE STOCK PURCHASE PLAN (as adopted on May 7, 2002) (Filed With SEC on November 14, 2002)

OTHER EVENTS (Filed With SEC on April 24, 2002)

MENTOR GRAPHICSCORPORATION 1987 NON-EMPLOYEEDIRECTORS' STOCK OPTION PLAN (Filed With SEC on August 13, 2001)

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MENTOR GRAPHICS CORP Contracts & Agreements