THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Synopsys, Inc. (SNPS)

3/17/2006 Proxy Information

During fiscal 2005, Dr. Newton provided consulting services to us, for which we paid him $180,000. Under our agreement, Dr. Newton provides advice concerning long-term technology strategy and industry development issues, as well as assistance in identifying opportunities for partnerships with academia.

Andy D. Bryant, Intel’s Executive Vice President and Chief Financial and Enterprise Services Officer, served on our Board of Directors from January 1999 to May 2005. Revenues derived from Intel Corporation and its subsidiaries in the aggregate accounted for approximately 13%, 11% and 10% of our fiscal 2005, 2004 and 2003 revenues, respectively. Management believes all transactions between the two parties were carried out on an arm’s length basis.

We have entered into indemnification agreements with our executive officers and directors for the indemnification of, and advancement of expenses to, these persons to the full extent permitted by Delaware law. We also intend to execute these agreements with our future directors and executive officers. Please see the section above entitled “Executive Compensation—Change of Control Agreements and Named Executive Officer Employment Agreements” for a description of our employment and change of control agreements.

4/19/2005 Proxy Information

During fiscal 2004, Dr. Newton provided consulting services to us, for which he was paid $180,000. Under our agreement, Dr. Newton provides advice, at our request, concerning long-term technology strategy and industry development issues, as well as assistance in identifying opportunities for partnerships with academia.

Revenues derived from Intel Corporation and its subsidiaries in the aggregate accounted for approximately 10.8%, 9.5% and 7.9% of our fiscal 2004, 2003 and 2002 revenues, respectively. Andy D. Bryant, Intel Corporation's Executive Vice President and Chief Financial and Enterprise Services Officer, also serves on our Board. Management believes the transactions between the two parties were carried out on an arm's length basis. In March 2005, Mr. Bryant notified us that he will not stand for reelection at the Annual Meeting. His decision was not due to any disagreement with us on any matter relating to our operations, policies or practices.

We maintain a System-on-a-Chip Venture Fund (the "Fund"), authorized by our Board which invests in companies we believe will facilitate building system-on-chips. The Fund is administered by an investment advisory board consisting of certain of our senior officers, including our Chief Executive Officer and Chief Operating Officer, and Dr. Newton, a member of our Board. The Fund has invested approximately $1 million in a private company that develops system-on-chip test systems. At the times of our investments, SmartForest Ventures, a venture capital firm, owned in excess of 10% of the outstanding shares of such company. Deborah Coleman, a member of our Board, is a general partner of Smart Forest Ventures, but does not participate in any of the Fund's investment decisions.

We have entered into indemnification agreements with our executive officers and directors for the indemnification of, and advancement of expenses to, these persons to the full extent permitted by Delaware law. We also intend to execute these agreements with out future directors and executive officers. Please see the section above entitled "Executive Compensation—Change of Control Agreements and Named Executive Officer Employment Contracts" for a description of our employment and change of control agreements.

4/14/2004 Proxy Information

During fiscal 2003, Dr. Newton provided consulting services to Synopsys, for which he was paid $180,000. Under Synopsys' agreement with Dr. Newton, at Synopsys' request, Dr. Newton provides advice concerning long-term technology strategy and industry development issues, as well as assistance in identifying opportunities for partnerships with academia.

Revenues derived from Intel Corporation and its subsidiaries in the aggregate accounted for approximately 9.5% and 7.9% of fiscal 2003 and 2002 revenues, respectively. Andy D. Bryant, Intel Corporation's Executive Vice President and Chief Financial and Enterprise Services Officer, also serves on Synopsys' Board of Directors. Management believes the transactions between the two parties were carried out on an arm's length basis.

The Company maintains a System-on-a-Chip Venture Fund (the Fund) authorized by the Company's Board which invests in companies that are designing complex systems-on-chips or otherwise developing technology complementary to the Company's strategy. The Fund is administered by an investment advisory board consisting of senior Company officers, including the Company's Chief Executive Officer and Chief Operating Officer, and Dr. Newton, a member of the Board. The Fund has invested $800,000 in a private company that develops system-on-a-chip test systems. The Chairperson of the Company's Audit Committee, Deborah A. Coleman, is also the Chairperson of the Board for such company. Ms. Coleman did not participate in the Fund's investment decision.

5/9/2003 Proxy Information

During fiscal 2002, Dr. Newton provided consulting services to Synopsys, for which he was paid $180,000. Under Synopsys' agreement with Dr. Newton, at Synopsys' request, Dr. Newton provides advice concerning long-term technology strategy and industry development issues, as well as assistance in identifying opportunities for partnerships with academia.

Intel Corporation, of which Mr. Bryant serves as Senior Vice President and Chief Financial and Enterprise Services Officer, accounted for more than five percent of Synopsys' total revenue during fiscal 2002. Synopsys' management believes the transactions between the two parties were carried out on an arm's-length basis.