Charter of the Compensation Committee of the Board of Directors of Synopsys, Inc.
(As last amended on September 3, 2009)

Purpose
The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Synopsys, Inc. (the “Company”) established pursuant to this charter is to make all cash and equity compensation decisions relating to (i) the Company’s Chief Executive Officer, (ii) all other persons determined by the Board to be “officers” of the Company (“Officers”) as defined under Section 16 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), (iii) all other persons determined by the Board to be members of the Company’s Corporate Staff (“Corporate Staff members”), and (iv) members of the Board.

The Committee shall have the authority to undertake the specific duties and responsibilities listed below and the authority to undertake such other specific duties as the Board from time to time delegates to it, and shall have the authority to engage, at the expense of the Company, advisors to assist the Committee in fulfilling its responsibilities under this charter.

Membership
The Committee shall consist of a minimum of two (2) members of the Board, all of whom shall qualify as “non-employee directors” within the meaning of Rule 16b-3 of the Exchange Act, “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, and “independent directors” within the meaning of Rule 4200(a)(15) of the rules of The NASDAQ Stock Market. The members of the Committee are appointed by and serve at the discretion of the Board.

The Committee may form and delegate authority to subcommittees as appropriate. The operation of the Committee shall be subject to the Bylaws of the Company as in effect from time to time and Section 141 of the Delaware General Corporation Law. The approval of this Compensation Committee Charter shall be construed as a delegation of authority to the Committee with respect to the responsibilities set forth herein.

Responsibilities
The responsibilities of the Committee shall be to:

1. Establish the compensation policies for the Chief Executive Officer, all persons determined by the Board to be Officers, all persons determined by the Board to be Corporate Staff members, and members of the Board.
2. Review the performance of the Chief Executive Officer and such other senior managers of the Company that the Committee, in consultation with the Chief Executive Officer, deems appropriate.
3. Make all decisions regarding all forms of cash and equity compensation (including all “plan” compensation, as such term is defined in Item 402(a)(6)(ii) of Regulation S-K promulgated by the Securities and Exchange Commission, and all non-plan compensation) to be provided to the Chief Executive Officer and other Officers and Corporate Staff members, including determination of salary, bonus and stock options, restricted stock units, stock appreciation rights or other equity compensation. Material decisions regarding compensation to be provided to the Chief Executive Officer shall be made in consultation with the full Board, excluding the employee directors.
4. Review and make recommendations to management or the Board, as appropriate, regarding general compensation goals and guidelines for the Company's annual incentive plan designs and performance criteria. Review achievement levels for the variable compensation incentive plans, which will generate funding of bonuses for employees participating in such plans.
5. Administer, within the authority delegated by the Board, the Company's employee stock purchase plans and other equity incentive plans as may be approved by the Board from time to time (collectively, the “Plans”). In its administration of the Plans, the Committee may (a) grant stock options, restricted stock units, stock appreciation rights or other long term incentive awards to individuals eligible for such grants and (b) amend such stock options, restricted stock units, stock appreciation rights and other equity incentive awards consistent with the terms of the Plans. The Committee shall also make recommendations to the Board with respect to amendments to the Plans and changes in the number of shares reserved for issuance thereunder.
6. Review and make recommendations to the Board regarding the adoption of new Plans.
7. Review and make recommendations to management or the Board, as appropriate, regarding such other plans that are adopted or proposed for adoption for the provision of compensation and benefits programs such as the 401(k) plan, employment agreements, and change of control and deferred compensation plans to employees and consultants to the Company.
8. Review and approve reports to be included in the Company's proxy statement pursuant to the rules of the Exchange Act as they may be amended from time to time.
9. Authorize the repurchase of shares from terminated employees pursuant to the terms of the Plans or otherwise and applicable law.
10. To perform such other functions and to have such other powers as may be necessary or appropriate in the efficient and lawful discharge of the foregoing.

Meetings
The Committee will meet at such times, and with such frequency, as it shall determine necessary or appropriate for it to fulfill its responsibilities under this charter.

At a minimum of one of its meetings annually, Committee will consider stock plans, performance goals and incentive awards, and the overall coverage and composition of the compensation package.

Minutes
The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.

Reports
The Committee shall provide regular reports to the Board regarding the deliberations, actions taken and recommendations of the Committee.