Vice President of Far East Operations Employment Agreement - Roger Bitter

Exhibit 10.9



SUMMIT DESIGN, INC.

AMENDED EMPLOYMENT AGREEMENT



EMPLOYEE: ROGER BITTER ORIGINAL EFFECTIVE DATE: November 22, 1993 AMENDED EFFECTIVE DATE: January 1, 1995



This Agreement was entered into as of the above original effective date by and between Test Systems Strategies, Inc., an Oregon corporation ("TSSI"), and the above-named employee ("Bitter"). The Agreement is amended as of the above "Amended Effective Date" and amendments made apply only on and after the effective date and shall not in any case be retroactive. The Amended Agreement is between Summit Design, Inc. ("Summit") and Bitter.



1. Employment and Duties. SUMMIT hereby employs Bitter to serve and perform

---------------------- in the role of Vice President of Far East Operations reporting to the Chief Executive Officer (or Chief Operating Officer if such position exists) or will perform in role of President of Summit Design, Asia; a Joint Venture between Summit and Anam, if such Joint Venture is formed, reporting as defined in the Articles of Incorporation of the Joint Venture. Bitter agrees to perform the duties of this position to the best of his ability and to devote full time and attention to the transaction of SUMMIT's business.



2. Term and Termination.

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



(a) This Agreement shall have an initial term of four (4) years commencing on the original effective date listed above, unless sooner terminated in accordance with Subsection 2(b) and/or 2(c) and/or 2(d) and/or 2(e) below. After the initial term of four (4) years, or any extension thereof, the term of the Agreement shall automatically extend for additional one (1) year periods unless terminated by either party with at least ninety (90) days' advanced written notice prior to the end of the then-current term. Both parties acknowledge that the employment created herein is Employment-at-Will and may be terminated with or without cause under the terms stated herein.



(b) In the event that Bitter notifies Summit of termination of his employment with Summit for any reason other than specified in Section 2(d), this Agreement shall terminate as of the date of such notification. Termination under this Section 2(b) is "Resignation".



(c) In the event that Summit notifies Bitter of termination of his employment by Summit because Bitter willfully abandoned the duties of his position or engaged in any business or criminal practice which the Chief Executive Officer and the Chief Operating Officer and the Board of Directors reasonably determines is detrimental or harmful to the good name, goodwill, or reputation of Summit, or which does or could adversely effect the interests of Summit, then this Agreement shall terminate as of the date of such notification. Termination under this Section 2(c) is "Cause".



(d) In the event that Bitter notifies Summit of his resignation as an employee of Summit because Summit has required (in writing) Bitter to perform solely in any role other than Vice President of Far East Operations or President of Summit Design/Asia



without Bitter's consent (in writing), then this Agreement shall terminate as of the date of such notification. Termination under this Section 2(d) is "Construction".



(e) In the event that Summit notifies Bitter of termination of his employment by Summit for any reason other than specified in Section 2(b) and/or 2(c) and/or 2(d), this Agreement shall terminate as of the date of such notification. Termination under this Section 2(e) is "convenience".



(f) Notwithstanding the above, termination of this Agreement shall not release Bitter from any obligations under Sections 5, 6, 7 and 8 hereof.



3. Compensation and Benefits. In consideration of the services to be performed

-------------------------- by Bitter, SUMMIT agrees to pay Bitter the compensation and extend to Bitter the benefits consisting of the following:



(a) Base Salary of $10,000 per month, paid monthly, prorated and beginning on the first pay period following the date agreed upon by Bitter and the Chief Executive Officer or Chief Operating Officer.



(b) Annual bonus target of $30,000, based on performance of Far East Operations measured by 100% attainment of revenue goals set forth in the approved Business Plan ("Plan") of Summit and operating expense spending not to exceed the targets specified in the Plan.



(c) Equity



(i) Summit hereby acknowledges the existing grant to Bitter of

an incentive stock option of 103,194 shares of Summit common stock at $0.02

per share. These shares are governed by the terms and conditions of the

Summit Incentive Stock Option Plan ("ISO Plan"), and shall vest 25% after

year one and 1/48th per month thereafter.



(ii) In addition, if more than 20% of the assets or more than

50% of the outstanding shares of Summit are sold to another company, all of

the shares covered under this Section 3(c)(i) shall be 100% vested at

closing of the transaction.



(iii) In addition, if this Agreement is terminated for

Construction as defined in Section 2(d) or convenience as defined in

Section 2(e), all shares covered under this Section 3(c)(i) shall be 100%



(iv) In addition, if this Agreement is terminated for

Resignation as defined in Section 2(b) or Cause as defined in Section 2(c)

within 48 months of the original effective date of this Agreement, then

Summit shall have the right to repurchase all vested shares and all

unvested shares for $.02 ...