Author

Exhibit 10.41

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PLAN OBJECTIVES:

This Synopsys Executive Incentive Plan (“EIP” or the “Plan”) provides members of the Company’s senior management the potential to earn variable compensation linked directly to individual contribution toward:

1.               Driving the strategic direction of the Company.

2.               Driving attainment of revenue and expense targets.

3.               Reinforcing a culture of accountability and performance excellence.

ELIGIBILITY:

Subject to pool funding as described below, an employee is eligible to receive an EIP award if he or she is:

·                  a Corporate Staff Member and Section 16(b) officer

·                  grade [*] or above

·                  a regular employee scheduled to work at least 20 hours per week

·                  employed by Synopsys as of the first working work day of the fourth quarter of the fiscal year

·                  actively employed through the day the incentive checks are distributed (or on an approved leave of absence)

and

·                  does not participate in a commission or other incentive plan (including, but not limited to Sales, Applications Consultants, or incentive plans relating to an acquisition)

INCENTIVE TARGET:

The individual incentive target is stated as a percentage of annual base salary as determined by the Compensation Committee of the Board of Directors.  Stock-based and other variable compensation are not included in the target calculation.

INDIVIDUAL BONUS AWARDS:

Individual bonus awards are determined by the executive’s management and the Compensation Committee of the Board of Directors.  Criteria taken into consideration include corporate, business group and individual performance.

PAYMENT SCHEDULE:

Actual incentive bonuses are paid on an annual basis approximately 45-60 days from the end of the fiscal year.

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INCENTIVE POOL FUNDING:

Under this Plan the incentive pool available for distribution will fund in relation to attainment of the Company’s financial and business objectives for the fiscal year.  Plan targets and their relative weighting are as follows:

The Company must achieve at least 90% in aggregate of its financial and business targets to fund a minimum of [*]% of the target bonus amount. In addition, for any overachievement to be funded, the company must meet a minimum threshold for fiscal year EPS performance.  The upside payment potential, if funded, is [*]% of the targeted incentive pool and the Company has the option to fund the overachievement pool with either cash or Restricted Stock Units (RSU’s).  The detailed Pool Funding Schedule is attached hereto as Exhibit A.

PRODUCT BUSINESS GROUP PERFORMANCE:

For executives leading either product or field business groups, [*]% of incentive pool funds are based upon the Company’s overall performance and [*]% based upon the business group performance.  For all other participants, the incentive pool will fund [*]% based upon the Company’s aggregate achievement of its financial and business targets.

Business Group Performance ([*]%):

OR

Business Group Performance ([*]):

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IMPORTANT NOTES ABOUT THE PLAN:  This Plan supersedes and replaces all prior executive incentive plans with the exception of the Operating Incentive Plan.  The Company reserves the right to terminate and or make changes to the Plan at any time, with or without notice.  The Company may likewise terminate an individual’s participation in the Plan at any time, with or without notice.  Nothing in this Plan shall be construed to be a guarantee that any participant will receive all or part of an incentive award or to imply a contract between the Company and any participant.   The Compensation Committee of the Board of Directors may alter the incentive payout based on achievement of publicly announced targets, product milestones, strategic goals, cross-functional teamwork and collaboration, and unforeseen changes in the economy and/or geopolitical climate.  Eligibility for and determination of incentive awards under the Plan are within the sole discretion of the Company and its Board of Directors, and prior to actual distribution, incentive awards may be increased, reduced or eliminated.

Approvals:

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Executive Incentive Plan (2007)

Exhibit A – Pool Funding Schedule

Corporate or Business Group Pool Funding Schedule

*     Represents specific quantitative or qualitative performance-related factors, or factors or criteria involving confidential commercial or business information, the disclosure of which would have an adverse effect on the Registrant.

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