Item 1.01                                             Entry into a Material Definitive Agreement

Amendment of Variable Incentive Pay Plan

On January 30, 2008, the Compensation Committee (the “Committee”) of Synplicity, Inc. (“Synplicity”) approved an amendment to Synplicity’s Variable Incentive Pay Plan (“VIPP”). All non-commissioned, U.S. full time and U.S. part time exempt employees are included as participants in the VIPP, as well as all Swedish non-commissioned employees. All participants in the VIPP, whether they are executives or non-executives are subject to the same VIPP goals.

The VIPP previously tied a portion of each employee’s total compensation to Synplicity’s performance through the achievement of a specific quarterly revenue target, a specific quarterly operating income target and other company-wide and functional area goals. The VIPP, as amended, now ties such compensation to the achievement of a quarterly revenue target “range” and a quarterly operating income target “range”. In the event that actual revenue and operating income fall within the applicable range, participants will receive 100% of the variable pay percentages corresponding to individual job categories.  Additionally, quarterly payouts under the VIPP will subject to upward or downward adjustment, from zero to 200% of the variable pay percentages, based upon revenue and operating income range percentages in the event that actual revenue and operating income fall above or below the applicable target range. The company-wide and functional goal component of the VIPP remains unchanged.

     Goals for the quarterly revenue target range and quarterly operating income target range are determined by the board of directors at the beginning of each year and generally do not change throughout the year. The board of directors does reserve the right to change the revenue and operating income target ranges for future quarters, if, in its sole discretion, market forces warrant the changes. The other company objectives, which include other company-wide and functional area goals, are reviewed and determined quarterly by the board of directors with input from the chief executive officer. All VIPP goals are communicated to plan participants at regular quarterly employee meetings. The board of directors determines whether the various goals are achieved and calculates the resulting quarterly payouts, with input from the chief executive officer. The Committee determines the portion of an individual’s total compensation that is subject to the VIPP, with the variable pay percentages corresponding to individual job categories.

The foregoing description is qualified in its entirety by reference to the VIPP, as amended, a copy of which is attached hereto as Exhibit 10.41.3 and incorporated herein by reference.