Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 5, 2009, David Stanley announced his intention to resign as the Corporate Vice President, Corporate Affairs and Secretary of Magma Design Automation, Inc. ("Magma"), effective February 13, 2009.

On February 11, 2009, Magma entered into a Separation Agreement and Mutual Release with David Stanley (the "Separation Agreement"). This Separation Agreement included the following terms and conditions: (i) Mr. Stanley's employment at Magma will end on February 13, 2009; (ii) Mr. Stanley releases, waives and forever discharges Magma from all asserted and unasserted claims relating directly or indirectly to his employment relationship with Magma;
(iii) Magma agrees to pay Mr. Stanley a lump sum amount of $300,000.00 and for twelve (12) months of COBRA coverage from March 1, 2009 through February 28, 2010 (pursuant to which Mr. Stanley will receive a lump sum payment grossed up for taxes in the amount of $20,024.76 to cover the costs of COBRA coverage for twelve (12) months)); (iv) Magma will provide Mr. Stanley with outplacement services; and (v) in addition to whatever already vested stock options to purchase Magma's common stock or restricted stock units Mr. Stanley may hold, Mr. Stanley will receive the additional benefit of the immediate accelerated vesting of the same amount of shares as if he were to remain employed through February 13, 2010 and Mr. Stanley will have until February 15, 2010 to exercise his options.

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