Exhibit 10.1


 


MSC.SOFTWARE
CORPORATION


2001
STOCK OPTION PLAN


NONQUALIFIED
STOCK OPTION AGREEMENT


 


 


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”).


 


W I T N E
S S E T H


 


WHEREAS,
the Corporation has adopted and the Stockholders of the Corporation have
approved The MSC.Software Corporation 2001 Stock Option Plan (the “Plan”);


 


WHEREAS,
pursuant to Section 2 of the Plan, the Corporation has granted to the Employee
effective as of the Grant Date a stock option (“Option”) to purchase all or any part of 150,000 shares of the
Corporation’s Common Stock, par value $0.01 per share (the “Common Stock”), subject to and upon the terms and conditions
set forth in this Agreement and in the Plan (the “Option to
Purchase”); and


 


WHEREAS,
such Option has been granted by the Corporation to the Employee in addition to,
and not in lieu of, any form of compensation otherwise payable or to be paid to
the Employee;


 


NOW,
THEREFORE, in consideration of the mutual promises and
covenants made herein and the mutual benefits to be derived herefrom, the
parties agree as follows:


 


1.             Defined Terms.  Capitalized
terms used herein and not otherwise defined herein shall have the meaning
assigned to such terms in the Plan.


 


2.             Grant of Option.  This
Agreement evidences the Corporation’s grant to the Employee of the right and
Option to Purchase, on the terms and conditions set forth in this Agreement and
in the Plan, all or any part of the 150,000 shares of the Common Stock at a
price per share of $11.40 (the “Grant Price”),
exercisable from time to time, subject to the provisions of this Agreement and
the Plan, prior to the close of business on the day before the tenth
anniversary of the Grant Date (the “Grant Expiration Date”). 
Such price equals not less than the Fair Market Value of the Common
Stock on the Grant Date.  It is the
intent of the Corporation that the Option constitutes a nonqualified stock
option and not be deemed to be an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended.


 


3.             Exercisability of Option. 
Except as provided in the Plan or in any resolution of the Committee
adopted after the Grant Date, the Option shall become vested and exercisable 


 





















 


in installments as to 25%
of the number of shares of Common Stock subject to the Option to Purchase on
each of October 18, 2005, October 18, 2006, October 18, 2007, and October 18,
2008 (the “Vesting Schedule”).


 


Once the Option is vested
and exercisable, the Employee has the right thereafter to purchase any shares,
in whole or in part, from time to time; and such right shall continue until the
Option terminates or expires.  The Option
shall only be exercisable in respect of whole shares and fractional share
interests shall be disregarded.  The
Option may only be exercised as to at least 100 shares, unless the number
purchased is the total number at the time available for purchase under the
Option.


 


4.             Method of Exercise of Option.  The Employee shall exercise the Option
through Salomon Smith Barney by either (i) calling the Voice Response Unit (“VRU”)
at (800) 367-4777, or by (ii) accessing the Salomon Smith Barney website at
www.benefitaccess.com.   The Option shall
be exercisable by Non-Employee Directors and Section 16 Persons, as those terms
are defined under the Plan, by the delivery to the Secretary of the Corporation
of a written notice stating the number of shares to be purchased pursuant to
the Option.


 


Payment shall be made in
accordance with and in a form permitted by Section 2.2.2 of the Plan for the
full Grant Price of the shares to be purchased, subject to such further
limitations and rules or procedures as the Committee may from time to time
establish as to any non-cash payment and as to the tax withholding requirements
of Section 4.5 of the Plan.  Subject to
the consent of the Committee at the time of exercise, the Grant Price may be
paid in full or in part by shares of Common Stock already owned by the
Employee; provided, however, that any shares delivered (i) which were initially
acquired upon exercise of a stock option or otherwise acquired from the
Corporation must have been owned by the Employee for at least six months before
the date of exercise, and (ii) shall be valued at their Fair Market Value on
the date of exercise.  In addition, the
Employee (or the Employee’s Beneficiary or Personal Representative) shall
furnish any written statements required pursuant to Section 4.4 of the Plan.


 


5.             Responsibility
for Taxes.  Regardless
of any action the Corporation or the Employee’s employer (the “Employer”) takes
with respect to any or all income tax, social security and Medicare, payroll
tax or other tax-related withholding (“Tax-Related Items”), the Employee hereby
acknowledges and agrees that the ultimate liability for all Tax-Related Items
is and remains his or her responsibility and that the Corporation and/or the
Employer (i) make no representations or undertakings regarding the treatment of
any Tax-Related Items in connection with any aspect of the Option, including
the grant, vesting or exercise of the Option and the subsequent sale of shares;
and (ii) do not commit to structure the terms of the grant or any aspect of the
Option to reduce or eliminate the Employee’s liability for Tax-Related Items.


 


Prior to exercise of the Option, the Employee shall
pay or make adequate arrangements satisfactory to the Corporation and/or the
Employer to satisfy all withholding and payment on account obligations of the
Corporation and the Employer.  In this
regard, the Employee authorizes the Corporation and/or the Employer to withhold
all applicable


 


2





















 


Tax-Related Items legally payable by the Employee from
his or her wages or other cash compensation paid to the Employee by the
Corporation and/or the Employer or from proceeds of the sale of the
shares.  Finally, the Employee shall pay
to the Corporation or the Employer any amount of Tax-Related Items that the
Corporation or the Employer may be required to withhold as a result of the
Employee’s participation in the Plan or the Employee’s purchase of shares that
cannot be satisfied by the means previously described.  The Corporation may refuse to honor the
exercise and refuse to deliver shares if the Employee fails to comply with his
or her obligations in connection with the Tax-Related Items as described in
this section.


 


6.             Effect of Termination of Employment or Death; Change in Subsidiary
Status.  If the Employee
terminates employment or services with the Corporation or a Subsidiary for any
reason, the Option, to the extent not previously exercised, and all other
rights hereunder, whether vested or not, shall terminate and become null and
void as provided and at the times specified in Section 4.3 of the Plan.


 


7.             Adjustment; Termination of Option Under Certain Events.  The Option is subject to adjustment pursuant
to Section 4.2.1 of the Plan and subject to early termination, whether vested
or not, upon the occurrence of certain events as described in Section 4.2.3 of
the Plan.


 


8.             Non-Transferability of Option.  Subject to the limited exceptions set forth
in Section 1.8 of the Plan, the Option and any other rights of the Employee
under this Agreement or the Plan are nontransferable.


 


9.             Notices.  Any notice
to be given under the terms of this Agreement shall be in writing and addressed
to the Corporation at its principal executive offices, to the attention of the
Secretary, and to the Employee at the address last provided to the Company, or
at such other address as either party may hereafter designate in writing to the
other.  Any such notice shall be deemed
to have been duly given when enclosed in a properly sealed envelope addressed
as aforesaid, registered or certified, and deposited (postage and registry or
certification fee prepaid) in a post office or branch post office regularly
maintained by the United States government.


 


10.           Data Privacy Consent.  The
Employee hereby explicitly and unambiguously consents to the collection, use
and transfer, in electronic or other form, of his or her personal data as
described in this Agreement by and among, as applicable, the Employer, the
Corporation, its Subsidiaries and Salomon Smith Barney for the exclusive
purpose of implementing, administering and managing the Employee’s
participation in the Plan.


 


The Employee
understands that the Corporation and the Employer may hold certain personal
information about the Employee, including, but not limited to, his or her name,
home address and telephone number, date of birth, social security number or
other identification number, salary, nationality, job title, any shares of
Common Stock or directorships held in the Corporation, details of all Options
or any other entitlement to shares of Common Stock awarded, canceled,
exercised, vested, unvested or outstanding in the Employee’s favor, for the
purpose of implementing, administering and managing the 


 


3





















 


Plan (“Data”).  The Employee further understands that Data
may be transferred to any third parties assisting in the implementation,
administration and management of the Plan. 
The Employee understands that he or she may request a list with the names and addresses of any
potential recipients of the Data by contacting his or her local human resources
representative.  The Employee authorizes
the recipients to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the purposes of implementing, administering and
managing the Employee’s participation in the Plan, including any requisite
transfer of such Data as may be required to Salomon Smith Barney or another
broker, escrow agent or other third party with whom the shares acquired upon
exercise of the Option may be deposited. 
The Employee understands that Data will be held only as long as is necessary to
implement, administer and manage the Employee’s participation in the Plan.  The Employee understands that he or she may,
at any time, view Data, request additional information about the storage and
processing of Data, require any necessary amendments to Data or refuse or
withdraw the consents herein, in any case without cost, by contacting in
writing his or her local human resources representative.  The Employee understands that refusal or
withdrawal of consent may affect his or her ability to participate in the
Plan.  For more information on the
consequences of the Employee’s refusal to consent or withdrawal of consent, the
Employee understands that he or she may contact his or her local human
resources representative.


 


11.           Acknowledgment and Waiver.  In accepting the grant, the Employee
acknowledges that: (i) the Plan is established voluntarily by the Corporation,
it is discretionary in nature and may be modified, suspended or terminated by
the Corporation at any time, as provided in the Plan and this Agreement; (ii)
the grant of the Option is voluntary and occasional and does not create any
contractual or other right to receive future grants of Options, or benefits in
lieu of Options even if Options have been granted repeatedly in the past; (iii)
all decisions with respect to future grants, if any, will be at the sole
discretion of the Corporation; (iv) the Employee’s participation in the Plan
shall not create a right to further employment with the Employer and shall not
interfere with the ability of the Employer to terminate the Employee’s
employment relationship at any time with or without cause; (v) the Employee’s
participation in the Plan is voluntary; (vi) the Option is an
extraordinary item that does not constitute compensation of any kind for
services of any kind rendered to the Corporation or the Employer, and which is
outside the scope of the Employee’s employment contract, if any; (vii) the
Option is not part of normal or expected compensation or salary for any
purposes, including, but not limited to, calculating any severance,
resignation, termination, redundancy, end of service payments, bonuses, long-service
awards, pension or retirement benefits or similar payments; (viii) in the event
that the Employee is not an employee of the Corporation, the Option grant will
not be interpreted to form an employment contract or relationship with the
Corporation; and furthermore, the Option grant will not be interpreted to form
an employment contract with any Subsidiary of the Corporation; (ix) the future
value of the underlying shares is unknown and cannot be predicted with
certainty; (x) if the underlying shares do not increase in value, the Option
will have no value; (xi) if the Employee exercises the Option and obtains
shares, the value of those shares acquired upon exercise may increase or
decrease in value, even below the Grant Price; (xii) no 


 


4





















 


claim or
entitlement to compensation or damages arises from termination of the Option or
diminution in value of the Option or shares purchased through exercise of the
Option and the Employee irrevocably releases the Corporation and the Employer
from any such claim that may arise; and (xiii) notwithstanding any terms or
conditions of the Plan to the contrary, in the event of involuntary termination
of the Employee’s employment, the Employee’s right to receive Options and vest
in Options under the Plan, if any, will terminate effective as of the date that
the Employee is no longer actively employed; furthermore, in the event of
involuntary termination of employment, the Employee’s right to exercise the
Option after termination of employment, if any, will be measured by the date of
termination of the Employee’s active employment.


 


12.           Severability.  If one or more of the provisions of this
Agreement shall be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby and the invalid, illegal or
unenforceable provision shall be deemed null and void; however, to the extent
permissible by law, any provisions which could be deemed null and void shall
first be construed, interpreted or revised retroactively to permit this
Agreement to be construed so as to foster the intent of this Agreement and the
Plan.


 


13.           Plan.  The Option and
all rights of the Employee under this Agreement are subject to, and the
Employee agrees to be bound by, all of the terms and conditions of the
provisions of the Plan, incorporated herein by this reference.  In the event of a conflict or inconsistency
between the terms and conditions of the Certificate or any related written
document or verbal communication furnished by Salomon Smith Barney, this
Agreement and the Plan, the terms and conditions of the Plan shall govern.  The Employee acknowledges receipt of a copy
of the Plan, and agrees to be bound by the terms thereof.  Unless otherwise expressly provided in other
sections of this Agreement, provisions of the Plan that confer discretionary
authority on the Committee (or the Board) do not (and shall not be deemed to)
create any rights in the Employee unless such rights are expressly set forth
herein or are otherwise in the sole discretion of the Committee (or the Board)
so conferred by appropriate action of the Committee (or the Board) under the
Plan after the date hereof and evidenced in a writing authorized by the
Committee.  The Option and the issuance
and delivery of shares of Common Stock under the Option are subject to
compliance with Section 4.4 of the Plan.


 


14.           Entire Agreement.  The
Certificate, this Agreement and the Plan constitute the entire agreement and
supersede all prior understandings and agreements, written or oral, of the
parties hereto with respect to the subject matter hereof.  The Plan and this Agreement may be amended
pursuant to Section 4.6 of the Plan. 
Such amendment must be in writing and signed by the Corporation.  The Corporation may, however, unilaterally
waive any provision hereof in writing to the extent such waiver does not
adversely affect the interests of the Employee hereunder, but no such waiver
shall operate or be construed to be a subsequent waiver of the same provision
or a waiver of any other provision hereof.


 


5





















 


15.           Governing Law.  This
Agreement shall be governed by and construed and enforced in accordance with
the laws of the State of Delaware without regard to conflict of law principles
thereunder.


 


IN
WITNESS WHEREOF, the Corporation has caused this Agreement to
be executed on its behalf by a duly authorized officer and the Employee as of
the Grant Date.


 


 


	
  MSC.SOFTWARE
  CORPORATION,

  
	
  a Delaware corporation

  
	
   

  
	
   

  
	
         /s/
  WILLIAM WEYAND

  	
   

  
	
  By: William Weyand

  
	
   

  
	
   

  
	
  EMPLOYEE

  
	
   

  
	
   

  
	
            /s/
  JOHN LASKEY

  	
   

  
	
  John Laskey

  



 


6