0001104659-05-010869 Sample Contracts

MSC.SOFTWARE CORPORATION PERFORMANCE STOCK UNIT AWARD AGREEMENT
Performance Stock Unit Award Agreement • March 14th, 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 John A. Mongelluzzo (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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MSC.SOFTWARE CORPORATION RESTRICTED STOCK PURCHASE AGREEMENT
Restricted Stock Purchase Agreement • March 14th, 2005 • MSC Software Corp • Services-prepackaged software • Delaware

This Restricted Stock Purchase Agreement (this “Agreement”) is dated as of March , 2005 by and between MSC.Software Corporation, a Delaware corporation (the “Company”), and John A. Mongelluzzo (the “Executive”).

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NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • March 14th, 2005 • MSC Software Corp • Services-prepackaged software • California

THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) dated as of March 9, 2005 (the “Effective Date”) is entered into by and between MSC.SOFTWARE CORPORATION, a Delaware corporation (the “Corporation”), and John A. Mongelluzzo (the “Grantee”).

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NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • March 14th, 2005 • MSC Software Corp • Services-prepackaged software • Delaware

THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) dated as of March 8, 2005 (“Grant Date”), is entered into by and between MSC.SOFTWARE CORPORATION, a Delaware corporation (the “Corporation”), and John Laskey (the “Employee”).

Sample 1
MSC.SOFTWARE CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • March 14th, 2005 • MSC Software Corp • Services-prepackaged software • California

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Award Agreement”) by and between MSC.SOFTWARE CORPORATION, a Delaware corporation (the “Corporation”), and John Laskey (the “Grantee”) evidences the restricted stock unit award (the “Award”) granted by the Corporation to the Grantee as to the number of stock units first set forth below.

Sample 1
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