0001104659-06-025297 Sample Contracts

CONSULTING AGREEMENT
Consulting Agreement • April 17th, 2006 • MSC Software Corp • Services-prepackaged software • California

This Consulting Agreement (“Consulting Agreement”) is entered into this 23rd day of September, 2004 (the “Effective Date”), by and between Louis A. Greco, an individual (“Consultant”), and MSC.Software Corporation, a Delaware corporation (“MSC”).

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SECOND AMENDMENT TO LEASE
To Lease • April 17th, 2006 • MSC Software Corp • Services-prepackaged software

THIS SECOND AMENDMENT TO LEASE (this “Amendment”), dated January 19, 2001 is intended to amend, and by this reference be incorporated into, that certain Office Lease dated June 28, 1999 by and between IMPERIAL PROMENADE ASSOCIATES, LLC, a Delaware limited liability company, as “Landlord”, and MSC.SOFTWARE CORPORATION, a Delaware corporation, as “Tenant”, as previously amended by that certain First Amendment to Lease dated August 11, 2000 by and between Landlord and Tenant (collectively, the “Lease”).

FIRST AMENDMENT TO LEASE
Lease • April 17th, 2006 • MSC Software Corp • Services-prepackaged software

this first amendment TO lease (this “Amendment”) dated August 11, 2000 is intended to amend, and by this reference be incorporated into, that certain Office Lease dated June 28, 1999; by and between Imperial promenade associates, LLC, a Delaware limited liability company, as Landlord, and MSC. SOFTWARE CORPORATION, a Delaware corporation, as Tenant (the “Lease”).

BRYAN, PENDLETON, SWATS & MCALLISTER, LLC DEFINED CONTRIBUTION PROTOTYPE PLAN AND TRUST
Defined Contribution Prototype Plan and Trust Agreement • 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.

THIRD AMENDMENT TO LEASE
Lease • April 17th, 2006 • MSC Software Corp • Services-prepackaged software

THIS THIRD AMENDMENT TO LEASE (this “Amendment”), dated March l3, 2001 is intended to amend, and by this reference be incorporated into, that certain Office Lease dated June 28, 1999 by and between IMPERIAL PROMENADE ASSOCIATES, LLC, a Delaware limited liability company, as “Landlord”, and MSC.SOFTWARE CORPORATION, a Delaware corporation, as “Tenant”, as previously amended by that certain First Amendment to Lease dated August 11, 2000 by and between Landlord and Tenant and that certain Second Amendment to Lease dated January 19, 2001 by and between Landlord and Tenant (collectively, the “Lease”).

EMPLOYMENT SEPARATION AND GENERAL RELEASE AGREEMENT
Employment Separation and General Release Agreement • April 17th, 2006 • MSC Software Corp • Services-prepackaged software • California
LEASE
Lease • April 17th, 2006 • MSC Software Corp • Services-prepackaged software • Michigan

THIS LEASE AGREEMENT “Lease”, entered into August 5, 1999 between William C. Martin or his Assignee (hereinafter referred to as “Host”) whose address is c/o First Martin Corporation, 115 Depot Street, Ann Arbor, Michigan 48104 and MECHANICAL DYNAMICS, INC., a Michigan corporation (hereinafter referred to as “Guest”) whose address is 2391 Commonwealth Boulevard, Ann Arbor, Michigan 48105 until commencement of the term hereof and thereafter the Premises, by which the parties agree as follows:

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