0001104659-05-040444 Sample Contracts

MSC.SOFTWARE CORPORATION SEVERANCE COMPENSATION AGREEMENT
Severance Compensation Agreement • August 19th, 2005 • MSC Software Corp • Services-prepackaged software • California

THIS AGREEMENT, effective August 15, 2005, is between MSC.Software Corporation, a Delaware corporation (the “Company”) and Glenn Wienkoop (the “Executive”).

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MSC.SOFTWARE CORPORATION PERFORMANCE STOCK UNIT AWARD AGREEMENT
Performance Stock Unit Award Agreement • August 19th, 2005 • 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 Glenn R. Wienkoop (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.

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FORM OF MSC.SOFTWARE CORPORATION RESTRICTED STOCK PURCHASE AGREEMENT
Restricted 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”).

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NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified 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”).

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