EXHIBIT 10.2 MSC.SOFTWARE CORPORATION COMERICA BANK - CALIFORNIA LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT is entered into as of August 11, 1999 by and among COMERICA BANK-CALIFORNIA ("Bank") and MSC.Software Corporation...Loan and Security Agreement • August 16th, 1999 • MSC Software Corp • Services-prepackaged software • California
The MACNEAL-SCHWENDLER CORPORATION 1998 STOCK OPTION PLAN FORM OF INCENTIVE STOCK OPTION AGREEMENT THE MACNEAL-SCHWENDLER CORPORATION 1998 STOCK OPTION PLAN INCENTIVE STOCK OPTION AGREEMENT THIS INCENTIVE STOCK OPTION AGREEMENT (this "Agreement")...Incentive Stock Option Agreement • August 25th, 1998 • Macneal Schwendler Corp • Services-prepackaged software • Delaware
The MACNEAL-SCHWENDLER CORPORATION 1998 STOCK OPTION PLAN FORM OF NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • August 25th, 1998 • Macneal Schwendler Corp • Services-prepackaged software • Delaware
Exhibit 99.1 ------------ JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) ---------------------------- The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all...Joint Filing Agreement • March 24th, 2005 • MSC Software Corp • Services-prepackaged software
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
andRights Agreement • October 13th, 1998 • Macneal Schwendler Corp • Services-prepackaged software • Delaware
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 15th, 1999 • MSC Software Corp • Services-prepackaged software
Exhibit 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • July 1st, 1999 • Macneal Schwendler Corp • Services-prepackaged software • Delaware
WITNESSETH: -----------Warrant Agreement • October 19th, 1999 • MSC Software Corp • Services-prepackaged software • New York
Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) ---------------------------- The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent...Joint Filing Agreement • February 24th, 2006 • MSC Software Corp • Services-prepackaged software
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
AGREEMENT AND PLAN OF MERGER dated as of December 22, 1998, by and among Knowledge Revolution, The MacNeal-Schwendler Corporation, MSC Holdings Co. and Paul Baszucki as Shareholder Representative AGREEMENT AND PLAN OF MERGER This Agreement...Merger Agreement • January 4th, 1999 • Macneal Schwendler Corp • Services-prepackaged software • California
RECITALSRegistration Rights Agreement • July 1st, 1999 • Macneal Schwendler Corp • Services-prepackaged software • California
AGREEMENT AND PLAN OF MERGER dated as of July 7, 2009 among MSC.SOFTWARE CORPORATION, MAXIMUS HOLDINGS INC. and MAXIMUS INC.Merger Agreement • July 8th, 2009 • MSC Software Corp • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of July 7, 2009 among MSC.Software Corporation, a Delaware corporation (the “Company”), Maximus Holdings Inc., a Delaware corporation (“Parent”), and Maximus Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
THE MACNEAL-SCHWENDLER CORPORATION 1991 STOCK OPTION PLAN NON-EMPLOYEE DIRECTOR PROGRAM AWARD AGREEMENTStock Option Agreement • December 21st, 1995 • Macneal Schwendler Corp • Services-prepackaged software
MSC.SOFTWARE CORPORATION SEVERANCE COMPENSATION AGREEMENTSeverance Compensation Agreement • November 10th, 2008 • MSC Software Corp • Services-prepackaged software • California
THIS AGREEMENT, effective May 28, 2008, is between MSC.Software Corporation, a Delaware corporation (the “Company”) and Amir Mobayen (the “Executive”).
FORM OF MARKETING & SALES/TECHNICAL SEVERANCE AGREEMENT The MacNeal-Schwendler Corporation 815 Colorado Boulevard Los Angeles, California 90041 Dear [NAME]: The MacNeal-Schwendler Corporation (the "Company") considers the establishment and maintenance...Severance Agreement • April 29th, 1999 • Macneal Schwendler Corp • Services-prepackaged software • California
MSC.SOFTWARE CORPORATION NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • August 8th, 2007 • MSC Software Corp • Services-prepackaged software • Delaware
THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Option Agreement”) by and between MSC.SOFTWARE CORPORATION, a Delaware corporation (the “Corporation”), and the “Grantee” evidences the nonqualified stock option (the “Option”) granted by the Corporation to the Grantee as to the number of shares of the Corporation’s Common Stock first set forth below.
AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • November 8th, 1999 • MSC Software Corp • Services-prepackaged software • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 27th, 2003 • MSC Software Corp • Services-prepackaged software • New York
This Registration Rights Agreement (the "Agreement") is made and entered into this fifth day of May, 2003, among MSC.Software Corporation, a Delaware corporation (the "Company"), and Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Initial Purchaser").
FORM OF] Exhibit 4.3 THE MACNEAL-SCHWENDLER CORPORATION INCENTIVE STOCK OPTION AGREEMENT THIS AGREEMENT dated as of the ____ day of __________, ____, between The MacNeal-Schwendler Corporation, a Delaware corporation (the "Corporation"), and...Incentive Stock Option Agreement • December 21st, 1995 • Macneal Schwendler Corp • Services-prepackaged software
MSC.SOFTWARE CORPORATION STOCK UNIT AWARD AGREEMENTStock Unit Award Agreement • May 8th, 2009 • MSC Software Corp • Services-prepackaged software • Delaware
THIS STOCK UNIT AWARD AGREEMENT (this “Agreement”) is dated as of March 11, 2009 by and between MSC.Software Corporation, a Delaware corporation (the “Corporation”), and Ashfaq A. Munshi (the “Participant”).
COLLATERAL PLEDGE AND SECURITY AGREEMENT Dated as of May 5, 2003 among MSC.Software Corporation as Pledgor,Collateral Pledge and Security Agreement • June 27th, 2003 • MSC Software Corp • Services-prepackaged software • New York
This Collateral Pledge and Security Agreement (this "Pledge Agreement") is made and entered into as of May 5, 2003 among MSC.SOFTWARE CORPORATION, a Delaware corporation (the "Pledgor"), having its principal offices at 2 MacArthur Place, Santa Ana, California 92707, J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, having its principal corporate trust office in San Francisco at 560 Mission St., 13th Fl., San Francisco, CA 94105, as trustee (in such capacity, the "Trustee") for the holders (the "Holders") of the Notes (as defined herein) issued by the Pledgor under the Indenture referred to below, and J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, having a corporate trust office at the above address, as collateral agent for the Trustee and the holders from time to time of the Notes referred to below (in such capacity, the "Collateral Agent") and securities intermediary.
FORM OF EXECUTIVE SEVERANCE AGREEMENT Date: [NAME] The MacNeal-Schwendler Corporation 815 Colorado Boulevard Los Angeles, CA 90041-1777 Dear [NAME] The MacNeal-Schwendler Corporation (the "Company") considers the establishment and maintenance of sound...Executive Severance Agreement • April 29th, 1999 • Macneal Schwendler Corp • Services-prepackaged software • California
RIGHTS AGREEMENT dated as of October 10, 2008 between MSC.SOFTWARE CORPORATION and MELLON INVESTOR SERVICES LLC, as Rights AgentRights Agreement • October 14th, 2008 • MSC Software Corp • Services-prepackaged software • New York
AGREEMENT dated as of October 10, 2008, between MSC.Software Corporation, a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”).
MSC.SOFTWARE CORPORATION PERFORMANCE STOCK UNIT AWARD AGREEMENTPerformance Stock Unit Award Agreement • December 6th, 2006 • MSC Software Corp • Services-prepackaged software • California
THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Award Agreement”) by and between MSC.SOFTWARE CORPORATION, a Delaware corporation (the “Corporation”), and [ ] (the “Grantee”) evidences the performance stock unit award (the “Award”) granted by the Corporation to the Grantee as to the number of stock units first set forth below.
LOGO] THE MACNEAL-SCHWENDLER CORPORATION 815 Colorado Boulevard - Los Angeles, California 90041-1777 Tel: (323) 258-9111 - Fax: (323) 259-3838 TERMINATION AND GENERAL RELEASE AGREEMENT In consideration of the covenants undertaken and releases...Termination and General Release Agreement • April 29th, 1999 • Macneal Schwendler Corp • Services-prepackaged software • California
LOAN AND SECURITY AGREEMENT by and among MSC.SOFTWARE CORPORATION as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and FOOTHILL CAPITAL CORPORATION as the Arranger and Administrative Agent Dated as of November 18, 2002Loan and Security Agreement • November 19th, 2002 • MSC Software Corp • Services-prepackaged software • New York
OFFICE LEASEOffice Lease • March 30th, 2000 • MSC Software Corp • Services-prepackaged software • California
3,500,000 Shares Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • July 23rd, 2001 • MSC Software Corp • Services-prepackaged software • Missouri
The undersigned, MSC.Software Corporation, a Delaware corporation (the "Company"), hereby addresses you as the representatives (the "Representatives") of each of the persons, firms and corporations listed on Schedule I hereto (collectively, the "Underwriters") and hereby confirms its agreement with the several Underwriters as follows:
CONSULTING AGREEMENTConsulting Agreement • March 29th, 2007 • MSC Software Corp • Services-prepackaged software • California
This Consulting Agreement (“Consulting Agreement”) is entered into this 28th day of March, 2007(the “Effective Date”), by and between John J. Laskey, an individual (“Consultant”), and MSC.Software Corporation, a Delaware corporation (“MSC”).
FORM OF MSC.SOFTWARE CORPORATION RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • August 19th, 2005 • MSC Software Corp • Services-prepackaged software • Delaware
This Restricted Stock Purchase Agreement (this “Agreement”) is dated as of August 15, 2005 by and between MSC.Software Corporation, a Delaware corporation (the “Company”), and Glenn R. Wienkoop (the “Executive”).
MSC.SOFTWARE CORPORATIONNonqualified Stock Option Agreement • March 10th, 2008 • MSC Software Corp • Services-prepackaged software • Delaware
THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Option Agreement”) dated _____________________ by and between MSC.SOFTWARE CORPORATION, a Delaware corporation (the “Corporation”), and ___________________________ (the “Grantee”) evidences the nonqualified stock option (the “Option”) granted by the Corporation to the Grantee as to the number of shares of the Corporation’s Common Stock first set forth below.
FORM OF] Exhibit 4.2 THE MACNEAL-SCHWENDLER CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT dated as of the ____ day of __________, ____, between The MacNeal-Schwendler Corporation, a Delaware corporation (the "Corporation"), and...Nonqualified Stock Option Agreement • December 21st, 1995 • Macneal Schwendler Corp • Services-prepackaged software
MSC.SOFTWARE CORPORATION STOCK UNIT AWARD AGREEMENT FOR NON-U.S. EMPLOYEESStock Unit Award Agreement • March 10th, 2008 • MSC Software Corp • Services-prepackaged software • Delaware
THIS STOCK UNIT AWARD AGREEMENT (this “Agreement”) is dated as of [_________, 2008] by and between MSC.Software Corporation, a Delaware corporation (the “Corporation”), and [ ] (the “Participant”).
NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • August 19th, 2005 • MSC Software Corp • Services-prepackaged software • California
THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) dated as of August 15, 2005 (the “Effective Date”) is entered into by and between MSC.SOFTWARE CORPORATION, a Delaware corporation (the “Corporation”), and Glenn R. Wienkoop (the “Grantee”).
BRYAN, PENDLETON, SWATS & MCALLISTER, LLC DEFINED CONTRIBUTION PROTOTYPE PLAN AND TRUSTDefined Contribution Prototype Plan • April 17th, 2006 • MSC Software Corp • Services-prepackaged software
Bryan, Pendleton, Swats & McAllister, LLC, in its capacity as Prototype Plan Sponsor, establishes this Prototype Plan intended to conform to and qualify under §401 and §501 of the Internal Revenue Code of 1986, as amended. An Employer establishes a Plan and Trust under this Prototype Plan by executing an Adoption Agreement. If the Employer adopts this Plan as a restated Plan in substitution for, and in amendment of, an existing plan, the provisions of this Plan, as a restated Plan, apply solely to an Employee whose employment with the Employer terminates on or after the restated Effective Date of the Plan. If an Employee’s employment with the Employer terminates prior to the restated Effective Date, that Employee is entitled to benefits under the Plan as the Plan existed on the date of the Employee’s termination of employment.
