0001193125-06-245405 Sample Contracts

MSC.SOFTWARE CORPORATION STOCK UNIT AWARD AGREEMENT
Stock Unit Award Agreement • December 1st, 2006 • MSC Software Corp • Services-prepackaged software • Delaware

THIS STOCK UNIT AWARD AGREEMENT (this “Agreement”) is dated as of by and between MSC.Software Corporation, a Delaware corporation (the “Corporation”), and William J. Weyand (the “Participant”).

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MSC.SOFTWARE CORPORATION
Nonqualified Stock Option Agreement • December 1st, 2006 • 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 William J. Weyand (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.

EMPLOYMENT AGREEMENT
Employment Agreement • December 1st, 2006 • MSC Software Corp • Services-prepackaged software • California

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 27th day of November 2006 , by and between MSC.Software Corporation, a Delaware corporation (the “Corporation” or “MSC”) and William J. Weyand, an individual (“Weyand”). All provisions of this Agreement become effective on the earlier to occur of (x) a Change in Control Event (as defined in 5.5) or (y) February 10, 2007 (the “Effective Date”), except for (i) the cash award for executing the Agreement in Section 3.3(a)(2), and (ii) Executive’s rights pursuant to Section 5.3(d) including any excise tax benefits pursuant to Exhibit D), and any definitions or other provisions necessary to effectuate MSC’s intention for such rights to be effective as of the date this agreement is executed (“Signing Date”).

MSC.SOFTWARE CORPORATION PERFORMANCE STOCK UNIT AWARD AGREEMENT
Performance Stock Unit Award Agreement • December 1st, 2006 • MSC Software Corp • Services-prepackaged software • Delaware

THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”) is dated as of by and between MSC.Software Corporation, a Delaware corporation (the “Corporation”), and William J. Weyand (the “Participant”).

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