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

(e) Change in Compensatory Arrangements

On May 21, 2012, Dr. Chi-Foon Chan was promoted from Chief Operating Officer and President of Synopsys, Inc. ("Synopsys") to Co-Chief Executive Officer and President, as described in more detail in the Current Report on Form 8-K filed by Synopsys with the Securities and Exchange Commission on May 23, 2012. No changes were made to his compensation at that time.

On December 12, 2012, the Compensation Committee of the Board of Directors of Synopsys (the "Compensation Committee") met and approved changes to the compensation of Dr. Chan as well as for Dr. Aart de Geus, Synopsys' other Co-Chief Executive Officer, for Synopsys' fiscal year 2013, to reflect their Co-Chief Executive Officer roles. Dr. Chan's base salary was increased from $450,000 to $500,000 for fiscal year 2013, commensurate with Dr. de Geus' salary. Dr. Chan's target cash incentive payment under Synopsys' Executive Incentive Plan 162(m) ("EIP"), which is cash compensation that can be earned upon the achievement of certain performance goals and is expressed as a percentage of base salary, was increased from 170% to 220%. At Dr. de Geus' request, the Compensation Committee decreased Dr. de Geus' target cash incentive payment under the EIP from 240% to 220% of base salary, to match Dr. Chan's target cash incentive payment.

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