CADENCE DESIGN SYSTEMS INC
For the period ended Dec 31, 2023. Filed Feb 14, 2024.
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FY2023 · Filed Feb 14, 2024
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(a) 3. Exhibits
EXHIBIT INDEX
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit · Exhibit · Filing · Provided | ||||||
| Number | Exhibit Title | Form | File No. | No. | Date | Herewith |
| 3.01 | The Registrant’s Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on May 3, 2019. | 10-Q | 000-15867 | 3.01 | 7/22/2019 | |
| 3.02 | The Registrant’s Amended and Restated Bylaws, effective as of November 2, 2023. | 8-K | 000-15867 | 3.01 | 11/3/2023 | |
| 4.01 | Specimen Certificate of the Registrant’s Common Stock. | S-4 | 033-43400 | 4.01 | 10/17/1991 | |
| 4.02 | Base Indenture, dated October 9, 2014, between the Registrant and Wells Fargo Bank, N.A., as trustee. | 8-K | 000-15867 | 4.01 | 10/9/2014 | |
| 4.03 | First Supplemental Indenture, dated October 9, 2014, between the Registrant and Wells Fargo Bank, N.A., as trustee (including the Form of 4.375% Senior Notes due 2024). | 8-K | 000-15867 | 4.02 | 10/9/2014 | |
| 4.04 | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | X | ||||
| 10.01* | The Registrant’s 1995 Directors Stock Incentive Plan. | 10-Q | 001-15867 | 10.01 | 7/26/2012 | |
| 10.02* | Form of Stock Option Agreement, as currently in effect under the Registrant’s 1995 Directors Stock Incentive Plan. | 10-K | 000-15867 | 10.76 | 2/21/2013 | |
| 10.03* | Form of Incentive Stock Award Agreement, as currently in effect under the Registrant’s 1995 Directors Stock Incentive Plan. | 10-K | 000-15867 | 10.77 | 2/21/2013 | |
| 10.04* | The Registrant’s Omnibus Equity Incentive Plan, as amended and restated. | S-8 | 333-275140 | 99.01 | 10/23/2023 | |
| 10.05* | Form of Incentive Stock Award Agreement for Non-Executive Employees and Consultants, as currently in effect under the Registrant’s Omnibus Equity Incentive Plan. | 10-Q | 000-15867 | 10.01 | 10/23/2023 | |
| 10.06* | Form of Restricted Stock Unit Agreement for Non-Executive Employees and Consultants, as currently in effect under the Registrant’s Omnibus Equity Incentive Plan. | 10-Q | 000-15867 | 10.02 | 10/23/2023 | |
| 10.07* | Form of Stock Option Agreement for Non-Executive Employees and Consultants, as currently in effect under the Registrant’s Omnibus Equity Incentive Plan. | S-8 | 333-195771 | 99.04 | 5/7/2014 | |
| 10.08* | Form of Incentive Stock Award Agreement for Executives, as currently in effect under the Registrant’s Omnibus Equity Incentive Plan. | S-8 | 333-195771 | 99.05 | 5/7/2014 | |
| 10.09* | Form of Restricted Stock Unit Agreement for Executives, as currently in effect under the Registrant’s Omnibus Equity Incentive Plan. | S-8 | 333-195771 | 99.06 | 5/7/2014 | |
| 10.10* | Form of Stock Option Agreement for Executives, as currently in effect under the Registrant’s Omnibus Equity Incentive Plan. | S-8 | 333-195771 | 99.07 | 5/7/2014 | |
| 10.11* | nusemi inc. 2015 Equity Incentive Plan. | S-8 | 333-226294 | 99.01 | 7/23/2018 | |
| 10.12* | The Registrant’s Amended and Restated Employee Stock Purchase Plan. | S-8 | 333-226293 | 99.01 | 7/23/2018 | |
| 10.13* | The Registrant’s 2009 Deferred Compensation Plan, as amended and restated on February 5, 2019. | 10-K | 000-15867 | 10.26 | 2/24/2020 | |
| 10.14* | The Registrant’s Senior Executive Bonus Plan. | 8-K | 000-15867 | 10.01 | 2/8/2019 | |
| 10.15* | The Registrant’s Executive Severance Plan. | 8-K | 001-15867 | 10.01 | 5/11/2016 | |
| 10.16* | The Registrant’s Director Medical and Prescription Benefits Coverage Reimbursement Plan. | 10-Q | 001-10606 | 10.02 | 4/29/2011 | |
| 10.17* | Form of Indemnity Agreement between the Registrant and its directors and executive officers, as amended and restated. | 10-Q | 000-15867 | 10.01 | 7/25/2016 | |
| 10.18* | Employment Agreement, effective as of January 8, 2009, between the Registrant and Lip-Bu Tan. | 10-K | 001-10606 | 10.93 | 3/2/2009 | |
| 10.19* | Employment Agreement, effective as of February 23, 2009, between the Registrant and Nimish H. Modi. | 10-K | 001-10606 | 10.96 | 3/2/2009 | |
| 10.20* | Form of First Amendment to Employment Agreement between the Registrant and the Registrant’s named executive officers. | 10-Q | 001-10606 | 10.02 | 7/31/2009 | |
| 10.21* | Form of Second Amendment to Employment Agreement between the Registrant and the Registrant’s named executive officers. | 10-K | 001-10606 | 10.94 | 2/26/2010 | |
| 10.22* | Second Amendment to Employment Agreement, effective as of March 1, 2010, between the Registrant and Lip-Bu Tan. | 10-K | 001-10606 | 10.95 | 2/26/2010 | |
| 10.23* | Third Amendment to Employment Agreement, effective as of March 22, 2018, between the Registrant and Lip-Bu Tan. | 10-Q | 000-15867 | 10.01 | 4/25/2018 | |
| 10.24* | Employment Agreement, effective as of September 20, 2012, between the Registrant and Thomas P. Beckley. | 10-K | 000-15867 | 10.44 | 2/20/2014 | |
| 10.25* | Letter, dated September 1, 2015, between the Registrant and Neil Zaman. | 10-K | 000-15867 | 10.49 | 2/18/2016 | |
| 10.26* | Amended and Restated Employment Agreement, effective as of December 15, 2021, between the Registrant and Anirudh Devgan. | 8-K/A | 000-15867 | 10.01 | 12/17/2021 | |
| 10.27* | Executive Chairman Agreement, effective as of December 15, 2021, between the Registrant and Lip-Bu Tan. | 8-K/A | 000-15867 | 10.02 | 12/17/2021 | |
| 10.28 | Credit Agreement, dated as of June 30, 2021, by and among the Registrant, Bank of America, N.A., and other lenders party thereto. | 8-K | 000-15867 | 10.01 | 7/1/2021 | |
| 10.29 | First Amendment to Credit Agreement, dated September 7, 2022, by and among the Registrant, Bank of America, N.A. and other lenders party thereto. | 8-K | 000-15867 | 10.02 | 9/8/2022 | |
| 10.30 | Loan Agreement, dated September 7, 2022, by and among the Registrant, Bank of America, N.A., and other lenders party thereto. | 8-K | 000-15867 | 10.01 | 9/8/2022 | |
| 21.01 | Subsidiaries of the Registrant. | X | ||||
| 23.01 | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. | X | ||||
| 24.01 | Power of Attorney (incorporated by reference to the signature page to this Annual Report on Form 10-K). | |||||
| 31.01 | Certification of the Registrant’s Chief Executive Officer, Anirudh Devgan, pursuant to Rule 13a-14 of the Securities Exchange Act of 1934. | X | ||||
| 31.02 | Certification of the Registrant’s Chief Financial Officer, John M. Wall, pursuant to Rule 13a-14 of the Securities Exchange Act of 1934. | X | ||||
| 32.01† | Certification of the Registrant’s Chief Executive Officer, Anirudh Devgan, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.02† | Certification of the Registrant’s Chief Financial Officer, John M. Wall, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 97.01 | The Registrant's Policy for Recovery of Erroneously Awarded Compensation | X |
| 101.INS | Inline XBRL Instance Document. | X |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | X |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | X |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | X |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | X |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | X |
| 104 | Cover Page Interactive Data File - The cover page from this Annual Report on Form 10-K is formatted in iXBRL. |
- Indicates management contract or compensatory plan or arrangement covering executive officers or directors of the Registrant.
† In accordance with Item 601(b)(32)(ii) of Regulation S-K, the certifications furnished in Exhibits 32.01 and 32.02 hereto will not be deemed "filed" for purposes of Section 18 of the Exchange Act or incorporated by reference into any filings under the Securities Act or the Exchange Act (except to the extent that the registrant specifically incorporates it by reference).
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