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Exhibit 10.33





Pursuant to its 2005 Non-Employee Directors Equity Incentive Plan (the “ Plan ”), Synopsys, Inc. (the “ Corporation ”) has granted you (the “ Eligible Director ” or “ you ”) the right to acquire the number of shares of the Corporation’s Common Stock set forth below (“ Annual Award ”). The Annual Award is subject to the terms and conditions as set forth in this Restricted Stock Grant Notice and Award Agreement (this “ Agreement ”) and the Plan, which is incorporated by reference herein in its entirety. If there is any conflict between the terms in this Agreement and the Plan, the terms of the Plan will control.

Eligible Director:

Grant Number:

Date of Grant:

Number of Shares Subject to Annual Award:


Vesting Schedule:


The shares subject to the Annual Award will vest in a series of three (3) successive equal annual installments as the Eligible Director continues in Board service from the Date of Grant through the dates immediately preceding each of the first three (3) Annual Meetings following the Date of Grant.

Additional Terms/Acknowledgements: The undersigned Eligible Director acknowledges receipt of, and understands and agrees to, this Agreement, the Plan, the related Plan prospectus and the Corporation’s Insider Trading Policy. Eligible Director further acknowledges that as of the Date of Grant, this Agreement and the Plan set forth the entire understanding between Eligible Director and the Corporation regarding the acquisition of stock in the Corporation pursuant to the Annual Award specified above and supersede all prior oral and written agreements on that subject.

Defined terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan.

The details of the Annual Award are as follows:

1.     ACQUISITION OF SHARES . By signing this Agreement, you hereby agree to acquire from the Corporation, and the Corporation hereby agrees to issue to you, the aggregate number of shares of Common Stock specified on the first page of this Agreement for the consideration set forth in Section 3 and subject to all of the terms and conditions of the Annual Award and the Plan. You may not acquire less than the aggregate number of shares specified in this Agreement.

2.     CLOSING. Your acquisition of the shares shall be consummated as follows:

(a)       You will acquire the shares, subject to your signing this Agreement in the manner required by the Corporation and delivering a copy to the Corporation’s Shareholder Services department, or to such other person as the Corporation may designate, during regular business hours, on the Date of Grant (the “ Closing Date ”) along with any consideration, other than your past or future services, required to be delivered by you by law on the Closing Date pursuant to Section 3 and such additional documents as the Corporation may then require.

(b)       The Corporation will direct the transfer agent for the Corporation to deliver to the Escrow Agent pursuant to the terms of Section 9, below, the certificate or certificates evidencing the shares of Common Stock being acquired by you. You acknowledge and agree that any such shares may be held in book entry form directly registered with the transfer agent or in such other form as the Corporation may determine.

(c)       In the event of the termination of your Board service prior to the Closing Date, the closing contemplated in this Agreement shall not occur.



3.     CONSIDERATION . Unless otherwise required by law and/or the Plan, the shares of Common Stock to be delivered to you on the Closing Date shall be deemed paid, in whole or in part in exchange for past and future services to be rendered to the Corporation in the amounts and to the extent required by law.

4.     VESTING . Subject to the limitations contained herein, the shares you acquire will vest as follows:

(a)       The shares will vest as provided in the Vesting Schedule set forth in this Agreement, provided that vesting will cease upon the termination of your Board service.

(b)       In the event of your death or Permanent Disability during the period of your Board service, the shares will vest in that number of additional shares of Common Stock subject to the Annual Award in which you would have vested had you continued in Board service until the next Annual Meeting.

(c)       Shares acquired by you that have vested in accordance with the Vesting Schedule set forth in this Agreement and this Section 4 are “ Vested Shares .” Shares acquired by you pursuant to this Agreement that are not Vested Shares are “ Unvested Shares .”

5.     CAPITALIZATION CHANGES . The number of shares of Common Stock subject to the Annual Award and referenced in this Agreement may be adjusted from time to time for changes in capitalization pursuant to Section IV.C of the Plan.

6.     SECURITIES LAW COMPLIANCE . Notwithstanding anything to the contrary contained herein, you may not acquire any shares of Common Stock under the Annual Award unless the shares of Common Stock issuable upon such acquisition are then registered under the Securities Act of 1933, as amended (the “ Securities Act ”) or, if such shares of Common Stock are not then so registered, the Corporation has determined that such acquisition would be exempt from the registration requirements of the Securities Act. The acquisition of shares under the Annual Award also must comply with other applicable laws and regulations governing the Annual Award, and you may not acquire such shares if the Corporation determines that such acquisition would not be in material compliance with such laws and regulations.

7.     RIGHT OF REACQUISITION . The Corporation shall simultaneously with the termination of your Board service automatically reacquire (the “ Reacquisition Right ”) for no consideration all of the Unvested Shares, unless the Corporation agrees to waive its Reacquisition Right as to some or all of the Unvested Shares. Any such waiver shall be exercised by the Corporation by written notice to you or your representative (with a copy to the Escrow Agent, as defined below) within ninety (90) days after the termination of your Board service, and the Escrow Agent may then release to you the number of Unvested Shares not being reacquired by the Corporation. If the Corporation does not waive its reacquisition right as to all of the Unvested Shares, then upon such termination of your Board service, the Escrow Agent shall transfer to the Corporation the number of Unvested Shares the Corporation is reacquiring. The Reacquisition Right shall expire when all of the shares have become Vested Shares in accordance with Section 4.

8.     CERTAIN CORPORATE TRANSACTIONS. In the event of a Corporate Transaction as defined in the Plan, the Reacquisition Right may be assigned by the Corporation to the successor of the Corporation (or such successor’s parent Corporation), if any, in connection with such transaction. To the extent the Reacquisition Right remains in effect following such transaction, it shall apply to the new capital stock, cash or other property received in exchange for the Common Stock in consummation of the transaction, but only to the extent the Common Stock was at the time covered by such right.

9.     ESCROW OF UNVESTED COMMON STOCK. As security for your faithful performance of the terms of this Agreement and to insure the availability for delivery of your Common Stock upon execution of the Reacquisition Right provided in Section 7, above, you agree to the following “Joint Escrow” and “Joint Escrow Instructions,” and you and the Corporation hereby authorize and direct the Corporate Secretary of the Corporation or the Corporate Secretary’s designee (“ Escrow Agent ”) to hold the documents delivered to Escrow Agent pursuant to the terms of this Agreement in accordance with the following Joint Escrow Instructions:

(a)       In the event you cease your Board service, the Corporation shall pursuant to the Reacquisition Right in Section 7, above, automatically reacquire for no consideration all Unvested Shares, within the meaning of Section 4, above, as of the date of such termination, unless the Corporation elects to waive such right as to some or all of the Unvested Shares. If the Corporation (or its assignee) elects to waive the



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