Initial

Exhibit 10.35

FY05 COMPENSATION PLAN:

I.  PLAN TARGETS:

II. PLAN MECHANICS

A.  BOOKINGS VOLUME BONUS:

Annual Bookings Bonus is paid at year-end on the basis of the FY05 total Bookings achievement level, according to the FY05 Sales Commission/Bonus Policy and the current Synopsys Sales Order Acceptance and Distribution Policy.  For each semi-annual period when quota plan is exceeded, an additional [*] point will be added to your annual Bookings multiplier to a maximum of [*]  additional points.  For achieving the annual Revenue Signature target, an additional [*]  bonus points will be added.

Annual Bookings Bonus is paid according to the following formula for performance against the FY05 Annual Bookings quota:

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B.  REVENUE TARGET BONUS

B-1. Quarterly Revenue Bonus

Quarterly Revenue Bonus is paid based on achieving [*]% of the current corporate quarterly revenue target.

No quarterly revenue bonus is paid unless the current quarter’s revenue target is achieved ([*]%).

Revenue targets below will be adjusted to match current CFO target each quarter.

Quarterly Revenue Bonus is paid according to the following formula for performance against the FY05 Quarterly Revenue Target.

B-2. Annual Revenue Signature Bonus

Annual Revenue Signature Bonus is paid based on achieving the targeted next six (6) quarter revenue signature of the current annual orders (“Revenue Signature”) at a minimum threshold level defined below.

Annual Revenue Signature Bonus is paid according to the following formula for performance against the FY05 annual revenue target.

NOTES:

This plan is subject to all provisions of the current “FY05 Synopsys Commission/Bonus Policy” and the current “Synopsys Sales Order Acceptance Policy”.  All elements of this plan are subject to change at any time during the year.

Plan targets reflect those in place at this time.  These targets may be revised as conditions require subject to the approval of the President/COO.

This plan is applicable only if the Sr. VP of Human Resources, the President/COO, and the CEO approve.

SIGNATURES:

*    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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