Vice President of Finance Employment Agreement

EXHIBIT 99(c)(6)


June 11, 1999


P. David Bundy Orcad, Inc. 9300 S.W. Nimbus Beaverton, OR 97008


Dear Mr. Bundy:


We are very pleased to offer you employment as Vice President of Finance with Cadence Design Systems, Inc. ("Cadence") following the merger of Orcad, Inc. with a wholly owned subsidiary of Cadence (the "Merger"). In the context of the proposed purchase of Orcad, Inc. by Cadence, this letter sets forth the terms of our offer of employment to you as well as other related matters for your approval and signature. This offer will become effective upon consummation of the Merger. At that time (assuming you have signed this offer letter), in addition to becoming an employee of Cadence, you will be exchanging your stock options in Orcad, Inc. for stock options in Cadence. This offer of employment is conditioned upon consummation of the Merger.


1. Your base salary as a full-time employee will be $185,000 per year, paid semi-monthly in accordance with Cadence's normal payroll practices.


2. While a full-time employee, you will be eligible for an annual bonus of 30% of your annual base salary. Actual payment is based on company performance and your individual achievements. The bonus payment is paid during the first 45 days of the first quarter of the fiscal year following the fiscal year in which the bonus is earned. You must be a full-time employee through the payout date to be eligible for a pro-rata portion of your annual bonus. Your eligibility for a bonus will be determined according to the applicable bonus plan.


3. You will be granted a nonqualified stock option for 50,000 shares of Cadence Common Stock. This option will vest as to 20% of the shares on the first anniversary of your employment with Cadence and monthly thereafter for forty-eight months on the last day of each month during your employment. Options are granted by the Compensation Committee shortly after the consummation of the Merger, at the average of the high and low market price of Cadence's Common Stock on the date of grant.


4. While you are a full-time employee, you will receive benefits comparable in the aggregate to the health and other benefits that are generally available to the rest of Cadence's full-time U.S. based employees (provided, of course, you meet the standard eligibility requirements for such benefits) for purposes of benefits, your service date with Cadence will be calculated based on your first date of employment with Orcad, Inc. or its predecessor. Further, if you earned a sabbatical while employed with Orcad, Inc., you will be provided the opportunity to take that sabbatical while employed by Cadence.


P. David Bundy June 11, 1999 Page 2


5. As part of this offer of employment, Cadence agrees that if you are employed by Cadence at the end of the first day following the consummation of the Merger, you will receive an initial retention bonus of $62,500.00. Cadence further agrees that if you remain employed by Cadence through the one-year anniversary of the consummation of the Merger, you will receive an additional retention bonus in the amount of $187,500.00.


6. Should your employment be terminated without cause at any time during the one (1) year following the consummation of the Merger (the "Term"), Cadence will pay you your base salary and target bonus and the balance of the retention bonus as outlined in PARA 5 above for the remaining period of the Term. However, if you are terminated for cause(1), or if you resign, the obligation of Cadence to provide you with salary or stock vesting or bonus shall immediately end. Further, regardless of the reason for your termination of employment, on the date of your termination, your other employee benefits will terminate. Your employment relationship with Cadence will be at-will. That is, Cadence may terminate your employment with Cadence at any time and you may terminate your employment with Cadence at any time with or without cause, for any reason or for no reason, with or without notice. If Cadence terminates your employment without cause after the end of the Term, you shall be entitled to receive base salary earned but unpaid through the date of termination. You also have the opportunity to receive benefits and payments provided by Cadence's Severance Plan in effect at that time. If your employment is terminated as a result of death or disability, you will be entitled to receive only base salary earned but unpaid through the date of termination, and Cadence will be required to make no other payment by way of salary, bonus or other compensation or damages of any kind.


7. This agreement supersedes the Employment Agreement between you and Orcad, Inc., dated September 17, 1998 and, upon your acceptance of this offer of employment, that Employment Agreement shall be null and void.


8. You must sign an Employee Proprietary Information and Inventions Agreement, a copy of which is attached for your signature, in order to become an Employee of Cadence.


--------------------------------


(1) You shall be considered to have been terminated with "cause" if your
employment is terminated for (a) any gross misconduct or fraud in the
performance of your employment, (b) your conviction or guilty plea with
respect to any felony (except for motor vehicle violations), (c) your
material breach of the Noncompetition Agreement, or the Proprietary
Information and Inventions Agreement, after written notice delivered to you
of such breach and a reasonable opportunity to cure such breach, (d) your
failure to perform your duties satisfactorily after receipt of written
warning and after a reasonable opportunity to cure and after a thorough
review by the Group Director of Human Resources for the Systems Division
and the Sr. Vice President of Employment and Workplace Services, or (e)
engaging in conduct which is injurious to Orcad, Inc. or Cadence.


P. David Bundy June 11, 1999 Page 3


Additionally, in connection with the acquisition and as a condition both the acquisition and of this offer of employment, you must execute the Noncompetition Agreement attached hereto.


9. Payments of salary and other compensations will be subject to customary withholding and other taxes.


10. In accordance with the Immigration Reform and Control Act of 1986, you must be a United States citizen, or have authorization to work in the United States. In either case, verification of your right to work is required within seventy-two hours of employment.


11. This agreement shall be governed by the laws of the State of California.


We are excited about the potential represented by the Merger and we are pleased you will be joining us as a key part of the new team.


Sincerely,


CADENCE DESIGN SYSTEMS, INC.


/s/ Ron Kirchenbauer


Ron Kirchenbauer
Senior Vice President of Employee Workplace
Services


Acknowledged and agreed:


/s/ P. David Bundy ---------------------------------- P. David Bundy


Date: June 14, 1999


Enclosures


EXHIBIT 99(c)(6)


NONCOMPETITION AGREEMENT


THIS NONCOMPETTION AGREEMENT is being executed and delivered as of June 14, 1999 by P. David Bundy ("Stockholder") in favor of and for the benefit of CADENCE DESIGN SYSTEMS, INC., a Delaware corporation ("Parent"), and ORCAD, INC., a Delaware corporation (the "Corporation").


RECITALS


A. As an employee and stockholder of the Corporation, Stockholder has obtained and will obtain extensive and valuable knowledge and information concerning the business of the Corporation (including confidential information relating to the Corporation and its operations, assets, contracts, customers, personnel, plans and prospects).


B. Contemporaneously with the execution and delivery of this Noncompetition Agreement, the Corporation is entering into an Agreement and Plan of Merger with Parent and a subsidiary of Parent (the "Reorganization Agreement"), which provides (subject to the conditions set forth therein) for the merger of Parent's subsidiary into the Corporation with the Corporation as the surviving corporation (the "Merger"). As a result of the Merger, the Corporation will become a wholly-owned subsidiary of Parent, and Stockholder will receive options for shares of common stock of Parent in exchange for Stockholder's options for shares of common stock of the Corporation.


C. It is also contemplated that, on the date that the Merger becomes effective (the "Effective Time"), Stockholder will become an employee of Parent and, as such, will obtain extensive and valuable knowledge and information concerning the business of Parent (including confidential information and relating to Parent and its operations, assets, contracts, customers, personnel, plans and prospects).


In connection with the Merger and as a condition to entering into the Reorganization Agreement and consummating the Merger, and to more fully secure unto Parent the benefits of the Merger, Parent has requested that Stockholder enter into this Noncompetition Agreement; and Stockholder is entering into this Noncompetition Agreement in order to induce Parent to enter into the Reorganization Agreement and consummate the Merger.


E. Both Parent and the Corporation have conducted, are conducting and will continue to conduct their respective businesses on a worldwide basis.


AGREEMENT


In order to induce Parent to enter into the Reorganization Agreement and consummate the Merger, and in consideration of the issuance and delivery to Stockholder of options for shares of common stock of Parent pursuant to the Reorganization Agreement, Stockholder agrees as follows:


1. ACKNOWLEDGMENTS BY STOCKHOLDER. Stockholder acknowledges that the promises and restrictive covenants that Stockholder is providing in this Noncompetition Agreement are reasonable and necessary to the protection of Parent's business and Parent's legitimate interests in its acquisition of the Corporation (including the Corporation's goodwill) pursuant to the Reorganization Agreement. Stockholder acknowledges that, in connection with the consummation of the Merger, all of Stockholder's options for shares of common stock of the Corporation will be exchanged for options for shares of common stock of Parent.


2. NONCOMPETITION. Stockholder agrees that he will not, except with the express prior written consent of the Parent, during the period from the date hereof through twelve months following the termination of his employment, voluntarily or involuntarily, for any reason whatsoever, directly or indirectly, individually or on behalf of persons not now parties to this Noncompetition Agreement, or as a partner, stockholder, director, officer, principal, agent, employee or in any other capacity or relationship, for his own account or for the benefit of any other person:


(a) engage in software development or services in the areas of FPGA
design and printed circuit board design;


(b) be or become an officer, director, stockholder, owner, affiliate,
salesperson, co-owner, partner, trustee, promoter, technician, engineer,
analyst, employee, agent, representative, supplier, consultant, advisor or
manager of or to, or otherwise acquire or hold any interest in, any person
or entity that engages in software development or services focused
primarily on FPGA design and printed circuit board design; or


(c) provide any service (as an employee, consultant or otherwise),
support, product or technology to any person or entity, if such service,
support, product or technology involves or relates to software development
or services in the areas of FPGA design and printed circuit board design;
or


(d) permit his name to be used in connection with a business that
competes with Parent or Corporation:


PROVIDED, HOWEVER, that nothing in this Section 2 shall prevent Stockholder from owning as a passive investment less than 5% of the outstanding shares of the capital stock of a publicly-held corporation if (A) such shares are actively traded on an established national securities market in the United States and (B) Stockholder is not otherwise associated directly or indirectly with such corporation or any affiliate of such corporation. Under this Noncompetition Agreement,


2


Stockholder's employment with Parent shall be deemed to terminate at such time that Stockholder is neither a full-time nor a part-time employee of Parent.


3. NONSOLICITATION. Stockholder further agrees that, during your employment, and for one year following Stockholder's termination of employment with Parent, Stockholder will not and Stockholder will not permit any of his affiliates to:


(a) personally or through others, encourage, induce, attempt to
induce, solicit or attempt to solicit (on Stockholder's own behalf or on
behalf of any other person or entity) anyone who is employed at that time,
or was employed during the previous six (6) months, by the Corporation,
Parent or any of Parent's subsidiaries to leave his or her employment with
the Corporation, Parent or any of Parent's subsidiaries; or


(b) personally or through others, use any trade secret or proprietary
information of Parent or Corporation or any other improper means to
interfere or attempt to interfere with the relationship or prospective
relationship of the Corporation, Parent or any of Parent's subsidiaries
with any person or entity that is, was or is expected to become a customer
or client of the Corporation, Parent or any of Parent's subsidiaries; or


(c) solicit the business of any client or customer of the
Corporation, Parent or any of Parent's subsidiaries (other than on behalf
of the Parent).


4. INDEPENDENCE OF OBLIGATIONS. The covenants and obligations of Stockholder set forth in this Noncompetition Agreement shall be construed as independent of any other agreement or arrangement between Stockholder, on the one hand, and the Corporation or Parent, on the other.


5. SPECIFIC PERFORMANCE. Stockholder agrees that in the event of any breach or threatened breach by Stockholder of any covenant, obligation or other provision contained in this Noncompetition Agreement, Parent and the Corporation shall be entitled (in addition to any other remedy that may be available by law to them) to the extent per ...