Common use of Capital Corp Clause in Contracts

Capital Corp. s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------- ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Executive Vice President UGS Corp. UGS Corp. /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------- ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Executive Vice President Optionee /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ --------------------------- Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Rollover Class L Option Agreement SCHEDULE A VESTING SCHEDULE Total number of Option Shares: 2,444.00 25%Shares are exercisable on or after the grant of the Option; an additional 37.5% Shares are exercisable on and after the one year anniversary of the date of the Option; and an additional 37.5% Shares are exercisable on and after the two year anniversary of the date of the Option. SCHEDULE B CONDITIONAL DEFERRED CASH AWARD Total amount of conditional deferred cash award: $198,000.00 UGS CAPITAL CORP. AND UGS CAPITAL CORP. II 2004 MANAGEMENT INCENTIVE PLAN THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH IN THE STOCKHOLDERS AGREEMENT AMONG UGS CAPITAL CORP., UGS CAPITAL CORP. II, UGS HOLDINGS, INC., UGS CORP. AND CERTAIN STOCKHOLDERS OF UGS CAPITAL CORP. AND UGS CAPITAL CORP. II, DATED AS OF MAY 24, 2004 (THE "STOCKHOLDERS AGREEMENT"). UGS CAPITAL CORP. II STRONGLY ENCOURAGES YOU TO SEEK THE ADVICE OF YOUR OWN LEGAL AND FINANCIAL ADVISORS WITH RESPECT TO YOUR AWARD AND ITS TAX CONSEQUENCES. THANK YOU. UGS CAPITAL CORP. II NON-QUALIFIED ROLL-OVER OPTION AND CONDITIONAL DEFERRED CASH AWARD AGREEMENT This Agreement evidences a stock option granted by UGS Capital Corp. II, a Delaware corporation (the "Company") and a deferred cash award conditionally payable by UGS Corp., a Delaware corporation and an indirect subsidiary of the Company ("UGS Corp."), to the undersigned (the "Optionee"), pursuant to, and subject to the terms of, the UGS Capital Corp. and UGS Capital Corp. II 2004 Management Incentive Plan (the "Plan"), which is incorporated herein by reference and of which the Optionee hereby acknowledges receipt.

Capital Corp. s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------- ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Executive Vice President UGS Corp. UGS Corp. /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ --------------------------- ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Executive Vice President Optionee /s/ ▇▇▇▇▇▇▇ ▇. ▇Douglas E. Barnett ------------------------ Douglas E. Barnett ▇▇▇▇▇▇▇▇▇ --------------------------- Name: ▇▇▇▇▇▇▇ ▇. ▇President UGS Corp. UGS Corp. /s/ Douglas E. Barnett ------------------------ Douglas E. Barnett ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ President Optionee /s/ Anthony J. Affuso ------------------------ Name: Anthony J. Affuso Rollover Class L Option Agreement SCHEDULE A VESTING SCHEDULE Total number of Option Shares: 2,444.00 8,444.44 25%Shares are exercisable on or after the grant of the Option; an additional 37.5% Shares are exercisable on and after the one year anniversary of the date grant of the Option; and an additional 37.5% Shares are exercisable on and after the two year anniversary of the date grant of the Option. SCHEDULE B CONDITIONAL DEFERRED CASH AWARD Total amount of conditional deferred cash award: $198,000.00 684,000.00 UGS CAPITAL CORP. AND UGS CAPITAL CORP. II 2004 MANAGEMENT INCENTIVE PLAN THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH IN THE STOCKHOLDERS AGREEMENT AMONG UGS CAPITAL CORP., UGS CAPITAL CORP. II, UGS HOLDINGS, INC., UGS CORP. AND CERTAIN STOCKHOLDERS OF UGS CAPITAL CORP. AND UGS CAPITAL CORP. II, DATED AS OF MAY 24, 2004 (THE "STOCKHOLDERS AGREEMENT"). UGS CAPITAL CORP. II STRONGLY ENCOURAGES YOU TO SEEK THE ADVICE OF YOUR OWN LEGAL AND FINANCIAL ADVISORS WITH RESPECT TO YOUR AWARD AND ITS TAX CONSEQUENCES. THANK YOU. UGS CAPITAL CORP. II NON-QUALIFIED ROLL-OVER OPTION AND CONDITIONAL DEFERRED CASH AWARD AGREEMENT This Agreement evidences a stock option granted by UGS Capital Corp. II, a Delaware corporation (the "Company") and a deferred cash award conditionally payable by UGS Corp., a Delaware corporation and an indirect subsidiary of the Company ("UGS Corp."), to the undersigned (the "Optionee"), pursuant to, and subject to the terms of, the UGS Capital Corp. and UGS Capital Corp. II 2004 Management Incentive Plan (the "Plan"), which is incorporated herein by reference and of which the Optionee hereby acknowledges receipt.