



                  CADENCE DESIGN SYSTEMS, INC.
                    A Delaware Corporation
                1993 DIRECTORS STOCK OPTION PLAN
                   As Adopted July 22, 1993


     1.   Purpose.  This Stock Option Plan ("Plan") is
established to provide equity incentives for members of the
Board of Directors of Cadence Design Systems, Inc., a
Delaware corporation (the "Company") who are not employees
of the Company, by granting such persons options to purchase
shares of stock of the Company.

     2.   Adoption and Stockholder Approval.  This Plan
shall become effective on the date that it is adopted by the
Board of Directors (the "Board") of the Company.  This Plan
shall be approved by the stockholders of the Company within
twelve months before or after the date this Plan is adopted
by the Board.

     3.   Types of Options and Shares.  Options granted
under this Plan  (the "Options") shall be nonqualified stock
options  ("NQSOs").  The shares of stock that may be
purchased upon exercise of Options granted under this Plan
(the "Shares") are shares of the common stock of the
Company.

     4.   Number of Shares.  The maximum number of Shares
that may be issued pursuant to Options granted under this
Plan is 107,223 Shares*, subject to adjustment as provided
in this Plan.  If any Option is terminated for any reason
without being exercised in whole or in part, the Shares
thereby released from such Option shall be available for
purchase under other Options subsequently granted under this
Plan.  At all times during the term of this Plan, the
Company shall reserve and keep available such number of
Shares as shall be required to satisfy the requirements of
outstanding Options under this Plan.

     5.   Administration.  This Plan shall be administered
by the Board or by a committee of not less than two members
of the Board appointed to administer this Plan (the
"Committee").  As used in this Plan, references to the
Committee shall mean either such Committee or the Board if
no committee has been established.  The interpretation by
the Committee of any of the provisions of this Plan or any
Option granted under this Plan shall be final and binding
upon the Company and all persons having an interest in any
Option or any Shares purchased pursuant to an Option.

     6.   Eligibility.  The Directors Plan provides that
options may be granted only to such directors of the Company
(collectively, "Optionees" and individually "Optionee") as
the Committee shall select from time to time; provided,
however, that no director of the Company who is also an
employee of the Company or of any parent or subsidiary of
the Company may be granted an Option.  Optionees may be
granted more than one Option; provided, however, that the
aggregate number of shares subject to all Options granted to
an Optionee will be as follows: (i) 100,000 shares, in the
case of Options granted to the Chairman of the Board and
(ii) 50,000 shares, in the case of Options granted to any
other director.  Options will be granted on the date or
dates specified in Section 7(d) below. The provisions of
this Section 6 shall not be amended more than once every six
months, other than to comply with changes in the Internal
Revenue Code of 1986, as amended or the rules thereunder.
<PAGE> 16

     7.   Terms and Conditions of Options.  The Committee
shall determine all terms and conditions of the Option,
subject to the following terms and conditions:

          (a)  Form of Option Grant.  Each Option granted
under this Plan shall be evidenced by a written Stock Option
Grant ("Grant") in such form (which need not be the same for
each Optionee) as the Committee shall from time to time
approve, which Grant shall comply with and be subject to the
terms and conditions of this Plan.

          (b)  Exercise Price.  The exercise price of an
Option shall be the fair market value of the Shares, at the
time that the Option is granted, as determined by the
Committee in good faith; provided, however, that where there
is a public market for the Company's Common Stock, the fair
market value per Share shall be the average of the high and
low closing sales price of the Company's Common Stock on the
date of grant, as quoted on the New York Stock Exchange.

*Does not include 337,777 Options granted under the
predecessor plan (the 1988 Directors Stock Option Plan).

          (c)  Exercise Period.  Options shall be
exercisable as to 1/3rd of the Shares on the first
anniversary of the Grant Date and as to an additional 1/36th
of the Shares for each full month thereafter, and remain
exercisable for a period of ten years; provided, however,
that no Option shall be exercisable after the expiration of
ten years from the date of grant, and provided further that
notwithstanding anything to the contrary, with respect to
the initial grant of an Option, if an Optionee ceases to
serve as Chairman of the Board but continues to serve as a
member of the Board, then Options to purchase in excess of
an aggregate of 50,000 shares ("Extra Options") held by such
Optionee shall terminate and may not be exercised, except
within the time periods and to the extent described in the
Grant, with the date of such cessation deemed the
Termination Date, and the fact of such cessation deemed the
cessation or termination of service as a Director, within
the meaning of those Sections with respect only to such
Extra Options.

          (d)  Date of Grant.  The initial Option grant to a
director shall be for 20,000 shares and such Option will be
deemed granted on the date of appointment to the position of
director.  Subsequent grants in increments of 15,000 shares
up to the maximum of 50,000 shares shall be immediately
after the date on which his or her outstanding options
become fully exercisable.  The date of grant of an Extra
Option for the Chairman of the Board and Chairman of the
Compensation Committee shall be immediately upon election to
such position, whichever is later, or upon stockholder
approval of an amendment to the Plan, authorizing such Extra
Option. The Grant representing the Option shall be delivered
to the Optionee within a reasonable time after the granting
of the Option.

     8.   Exercise of Options.

          (a)  Notice.  Options may be exercised only by
delivery to the Company of written notice and exercise
agreement in a form approved by the Committee, stating the
number of Shares being purchased, the restrictions imposed
on the Shares and such representations and agreements
regarding the Optionee's investment intent and access to
information as may be required by the Company to comply with
applicable securities laws, together with payment in full of
the exercise price for the number of Shares being purchased.

          (b)  Payment.  Payment for the Shares may be made
(i) in cash (by check), (ii) by surrender of shares of
common stock of the Company having a fair market value equal
to the exercise price of the Option: (iii) where permitted
by applicable law, by tender of a full recourse promissory
note having such terms as may be approved by the Committee;
or (iv) by any combination of the foregoing.

          (c)  Withholding Taxes.  Prior to issuance of the
Shares upon exercise of an Option, the Optionee shall pay or
make adequate provision for federal or state withholding
obligations of the Company, if applicable.

          (d)  Limitations on Exercise.  Notwithstanding the
exercise periods set forth in the Grant, exercise of an
Option shall always by subject to the following limitations:

               (i)  An Option shall not be exercisable
unless such exercise is in compliance with the Securities
Act of 1933, as amended, and all applicable state securities
laws, as they are in effect on the date of exercise.

               (ii) An Option shall not be exercisable until
this Plan has been approved by the stockholders of the
Company.

               (iii)     The Committee may specify a
reasonable minimum number of Shares that may be purchased on
any exercise of an Option, provided that such minimum number
will not prevent the Optionee from exercising the full
number of Shares as to which the Option is then exercisable.

     9.   Nontransferability of Options.  During the
lifetime of the Optionee, an Option shall be exercisable
only by the Optionee.  No Option may be sold, pledged,
assigned, hypothecated, transferred or disposed of in any
manner other than by will or by the laws of descent and
distribution.
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     10.  Privileges of Stock Ownership.  No Optionee shall
have any of the rights of a stockholder with respect to any
Shares subject to an Option until the Option has been
validly exercised.  No adjustment shall be made for
dividends or distributions or other rights for which the
record date is prior to the date of exercise, except as
provided in this Plan.  The Company shall provide to each
Optionee a copy of the annual financial statements of the
Company, at such time after the close of each fiscal year of
the Company as they are released by the Company to its
stockholders.

     11.  Adjustment of Option Shares.  In the event that
the number of outstanding shares of common stock of the
Company is changed by a stock dividend, stock split, reverse
stock split, combination, reclassification or similar change
in the capital structure of the Company without
consideration, the number of Shares available under this
Plan and the number of Shares subject to outstanding Options
and the exercise price per share of such Options shall be
proportionately adjusted, subject to any required action by
the Board or stockholders of the Company and compliance with
applicable securities laws; provided, however, that no
certificate or scrip representing fractional shares shall be
issued upon exercise of any Option and any resulting
fractions of a Share shall be ignored.

     12.  No Obligation to Retain.  Nothing in this Plan or
any Option granted under this Plan shall confer to any
Optionee any right to continue as a Director of the Company.

     13.  Compliance with Laws.  The grant of Options and
the issuance of Shares upon exercise of any Options shall be
subject to and conditioned upon compliance with all
applicable requirements of law, including without limitation
compliance with the Securities Act of 1933, as amended, any
required approval by the Commissioner of Corporations of the
State of California, compliance with all other applicable
state securities laws and compliance with the requirements
of any stock exchange on which the Shares may be listed.
The Company shall be under no obligation to register the
Shares with the Securities and Exchange Commission or to
effect compliance with the registration or qualification
requirement of any state securities laws or stock exchange.

     14.  Acceleration of Options on Acquisition.  In the
event of a dissolution or liquidation of the Company, a
merger in which the Company is not the surviving
corporation, or the sale of substantially all of the assets
of the Company, any or all outstanding Options shall,
notwithstanding any contrary terms of the Grant, accelerate
and become exercisable in full prior to the consummation of
such dissolution, liquidation, merger or sale of assets.

     15.  Amendment or Termination of Plan.  Subject to the
limitations set forth in Section 6 above, the Committee may
at any time terminate or amend this Plan in any respect
(including, but not limited to, any form of Grant, agreement
or instrument to be executed pursuant to this Plan);
provided, however, that the Committee shall not, without the
approval of the stockholders of the Company, increase the
total number of Shares available under this Plan (except by
operation of the provisions of this Plan) or change the
class of persons eligible to receive Options.  In any case,
no amendment of this Plan may adversely affect any then
outstanding Options or any unexercised portions thereof
without the written consent of the Optionee.

     16.  Term of Plan.  Options may be granted pursuant to
this Plan from time to time within a period of ten years
from the date this Plan is adopted by the Board of
Directors.


