Exhibit 10.2


 


MSC.SOFTWARE CORPORATION


RESTRICTED STOCK UNIT AWARD AGREEMENT


 


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.


 


Number of
Stock Units:(1) 39,000    Effective Date:  March
8, 2005


 


Vesting(1),(2) The Award shall
become vested as to 25% of the
total number of stock units subject to the Award on each of October 18, 2005,
October 18, 2006, October 18, 2007 and October 18, 2008.


 


The Award
is subject to the Terms and Conditions of Restricted Stock Unit Award (the “Terms”) attached to this Award Agreement (incorporated
herein by this reference).  The Award has
been granted to the Grantee in addition to, and not in lieu of, any other form
of compensation otherwise payable or to be paid to the Grantee.  The parties agree to the terms of the Award
set forth herein.  The Grantee
acknowledges receipt of a copy of the Terms.


 


	
  “GRANTEE”

  	
  MSC.SOFTWARE
  CORPORATION,

  
	
   

  	
  a Delaware
  corporation

  
	
   

  	
   

  
	
         /s/
  JOHN LASKEY

  	
   

  	
   

  
	
  John Laskey

  	
  By:

  	
   /s/
  WILLIAM J. WEYAND

  	
   

  
	
   

  	
  Name: William J. Weyand 

  
	
   

  	
  Title: Chief Executive Officer

  
					



 










(1)  Subject to adjustment under Section 8 of the Terms.


(2)  Subject to early termination under Section 7 of the
Terms.


 





















 


TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT
AWARD


 


1.     Restricted Stock Units.  As used herein, a “Restricted Stock
Unit” is a non-voting unit of measurement which is deemed for
bookkeeping purposes to be equivalent in value to one outstanding share of
common stock of the Corporation (the “Common Stock”).  The Restricted Stock Units shall be used
solely as a device for the determination of any payment to eventually be made
to the Grantee if and when such Restricted Stock Units vest pursuant to Section
2.


 


The Restricted Stock
Units create no fiduciary duty to the Grantee and shall create only a
contractual obligation on the part of the Corporation to make payments, subject
to vesting and the other terms and conditions hereof, as provided in Section 6
below.  The Restricted Stock Units shall
not be treated as property or as a trust fund of any kind.  No assets have been secured or set aside by
the Corporation with respect to the Award and, if amounts become payable to the
Grantee pursuant to this Award Agreement, the Grantee’s rights with respect to
such amounts shall be no greater than the rights of any general unsecured
creditor of the Corporation.


 


2.     Vesting.  As set forth on the cover page of this Award
Agreement, the Award shall vest in percentage installments, subject to earlier
termination or acceleration and subject to adjustment as provided herein.  The portion of the Award that is outstanding
and otherwise unvested immediately prior to the occurrence of a Change in
Control Event (as such term is defined in the Corporation’s 2001 Stock Option
Plan) shall accelerate and become fully vested upon (or, as may be necessary to
effect such acceleration, immediately prior to) such event.


 


3.     Continuance of Employment.  The vesting schedule requires continued
employment through each applicable vesting date as a condition to the vesting
of the applicable installment of the Award and the rights and benefits under
this Award Agreement.  Employment for
only a portion of the vesting period, even if a substantial portion, will not
entitle the Grantee to any proportionate vesting or avoid or mitigate a
termination of rights and benefits upon or following a termination of
employment as provided in Section 7 below.


 


Nothing contained
in this Award Agreement constitutes an employment commitment by the Corporation
or any Subsidiary (as defined below), confers upon the Grantee any right to
remain employed by the Corporation or any Subsidiary, or interferes in any way
with the right of the Corporation or any Subsidiary at any time to terminate
such employment.  Nothing in this paragraph,
however, is intended to adversely affect any independent contractual right of
the Grantee under any written employment agreement with the Corporation.


 


For purposes of
this Award Agreement, “Subsidiary”
means any corporation or other entity a majority of whose outstanding voting
stock or voting power is beneficially owned, directly or indirectly, by the
Corporation.


 


4.     No Stockholder Rights.  The Grantee shall have no rights as a
stockholder of the Corporation, no dividend rights and no voting rights with
respect to the Restricted Stock Units or any shares of Common Stock issuable in
respect of such Restricted Stock Units, until shares of Common Stock are
actually issued to and held of record by the Grantee.  No adjustments will be made for dividends or
other rights of a holder for which the record date is prior to the date of
issuance of the stock certificate evidencing the shares.


 





















 


5.     Restrictions on Transfer.  Prior to the time (if any) the Restricted
Stock Units are vested and paid, neither the Restricted Stock Units comprising
the Award nor any interest therein or amount payable in respect thereof may be
sold, assigned, transferred, pledged or otherwise disposed of, alienated or
encumbered, either voluntarily or involuntarily, other than by will or the laws
of descent and distribution.


 


The transfer restrictions of this Section 5 shall not apply to
transfers to the Corporation.


 


6.     Timing and Manner of Payment of Restricted Stock
Units.  Restricted
Stock Units subject to this Award Agreement that vest in accordance with Section
2 shall be paid in an equivalent number of shares of Common Stock, which shall
be fully paid and non-assessable, promptly on or as soon as practicable after the
applicable vesting date.  Such payment
shall be subject to the tax withholding provisions of Section 9 and subject to
adjustment as provided in Section 8, and shall be in complete satisfaction of such
vested Restricted Stock Units.  The
Grantee shall deliver to the Corporation any representations or other documents
or assurances required pursuant to Section 10 and Section 11.


 


7.     Effect of
Termination of Employment.  The Award and any Restricted Stock
Units subject to the Award, to the extent not vested as of the first date the Grantee
is no longer employed by the Corporation or one of its Subsidiaries, shall
terminate as of such date, and the Grantee shall have no further rights with
respect to the Award or such Restricted Stock Units.


 


8.     Adjustments
Upon Specified Events.  Upon or in contemplation of any reclassification,
recapitalization, stock split (including a stock split in the form of a stock
dividend) or reverse stock split; any merger, combination, consolidation or
other reorganization; any split-up; spin-off, or similar extraordinary dividend
distribution in respect of the Common Stock (whether in the form of securities
or property); any exchange of Common Stock or other securities of the
Corporation, or any similar, unusual or extraordinary corporate transaction in
respect of the Common Stock; or a sale of substantially all the assets of the
Corporation as an entirety; then the Corporation shall, in such manner, to such
extent (if any) and at such time as it deems appropriate and equitable in the
circumstances make adjustments if appropriate in the number of
Restricted Stock Units contemplated hereby and the number and kind of
securities that may be issued in respect of the Award.


 


9.     Tax Withholding.  The Corporation shall reasonably determine
the amount of any federal, state, local or other income, employment, or other
taxes which the Corporation or any of its affiliates may reasonably be
obligated to withhold with respect to the grant, vesting, or other event with
respect to the Restricted Stock Units. 
The Corporation may, in its sole discretion, withhold a sufficient
number of shares of Common Stock in connection with the vesting of the
Restricted Stock Units at the then Fair Market Value (as defined below) of the
Common Stock (determined either as of the date of such withholding or as of the
immediately preceding trading day, as determined by the Corporation in its
discretion) to satisfy the amount of any such withholding obligations that
arise with respect to the vesting of such Restricted Stock Units.  The Corporation may take such action(s) without
notice to the Grantee and shall remit to the Grantee the balance of any
proceeds from withholding such shares in excess of the amount reasonably
determined to be necessary to satisfy such withholding obligations.  The Grantee shall have no discretion as to
the satisfaction of tax withholding obligations in such manner.  If, however, any 


 


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withholding event occurs with respect to the Restricted Stock Units
other than the vesting of such units, or if the Corporation for any reason does
not satisfy the withholding obligations with respect to the vesting of the Restricted
Stock Units as provided above in this Section 9 the Corporation shall be
entitled to require a cash payment by or on behalf of the Grantee and/or to
deduct from other compensation payable to the Grantee the amount of any such
withholding obligations.


 


For purposes of
this Award Agreement (except as provided in Section 15), “Fair Market
Value” on any date means (i) if the stock is listed or admitted to
trade on a national securities exchange, the closing price of the stock on the
Composite Tape, as published in the Western Edition of the Wall Street Journal,
of the principal national securities exchange on which the stock is so listed
or admitted to trade, on such date, or, if there is no trading of the stock on
such date, then the closing price of the stock as quoted on such Composite Tape
on the next preceding date on which there was trading in such shares; (ii) if
the stock is not listed or admitted to trade on a national securities exchange,
the last/closing price for the stock on such date, as furnished by the National
Association of Securities Dealers, Inc. (“NASD”) through the NASDAQ National
Market Reporting System or a similar organization if the NASD is no longer
reporting such information; (c) if the stock is not listed or admitted to trade
on a national securities exchange and is not reported on the National Market
Reporting System, the mean between the bid and asked price for the stock on
such date, as furnished by the NASD or a similar organization; or (d) if the
stock is not listed or admitted to trade on a national securities exchange, is
not reported on the National Market Reporting System and if bid and asked
prices for the stock are not furnished by the NASD or a similar organization,
the value as established by the Corporation’s Board of Directors at such time
for purposes of this Award Agreement. 
Any determination as to fair market value made pursuant to this Award
Agreement shall be determined without regard to any restriction other than a
restriction which, by its terms, will never lapse, and shall be conclusive and
binding on all persons.


 


10.   Compliance
with Laws.  The
Award and the offer, issuance and delivery of securities and/or payment of
money under this Award Agreement are subject to compliance with all applicable
federal and state laws, rules and regulations (including but not limited to
state and federal securities law and federal margin requirements) and to such
approvals by any listing, regulatory or governmental authority as may, in the
opinion of counsel for the Corporation, be necessary or advisable in connection
therewith.  Any securities delivered
under this Award Agreement will be subject to such restrictions and to any
restrictions the Corporation may require to preserve a pooling of interests
under generally accepted accounting principles, and the Grantee will, if
requested by the Corporation, provide such assurances and representations to
the Corporation as the Corporation may deem necessary or desirable to assure
compliance with all applicable legal requirements.  The
Corporation will cause such action to be taken, and such filings to be made, so
that the grant hereunder shall comply with the rules of the New York Stock
Exchange.


 


11.   Representations
and Warranties.  In
the event, and only in the event, that any Restricted Stock Units are to be
paid in shares of Common Stock pursuant to this Award Agreement at a time when
the Corporation does not have an effective Form S-8 Registration Statement (including
a reoffer prospectus prepared in accordance with the SEC’s General Instructions
to Form S-8) on file with the Securities and Exchange Commission with respect
to


 


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the offer and sale of the shares of Common Stock
covered by this Award Agreement, the Grantee, at the time he acquires such
shares, shall represent and warrant to the Corporation that:


 


(a)                                  the shares of Common Stock that may be
acquired by the Grantee pursuant to this Award Agreement will be acquired for
the Grantee’s own account and not with a view to, or in connection with, a
distribution thereof in violation of the Securities Act of 1933, as amended
(the “Securities Act”), or any applicable
state securities laws, and the shares of Common Stock will not be disposed of
in contravention of the Securities Act or any applicable state securities laws;


 


(b)                                 the Grantee is an “accredited investor”
as such term is defined in Rule 501 promulgated under the Securities Act and is
sophisticated in financial matters;


 


(c)                                  the Grantee is able to bear the economic
risk of his investment in the shares for an indefinite period of time because
the shares have not been registered under the Securities Act and, therefore,
cannot be sold unless subsequently registered under the Securities Act or an
exemption from such registration is available;


 


(d)                                 the Grantee has had the opportunity to
ask questions of, and receive answers from, the Corporation and its management
concerning the terms and conditions of the offering of the Common Stock and to
obtain information regarding the Corporation’s condition (financial and
otherwise) and operations; and


 


(e)                                  this Award Agreement and each of the
other agreements contemplated hereby to which such Grantee is a party constitute
legal, valid and binding obligations of the Grantee, enforceable in accordance
with their terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors’
rights generally and limitations on the availability of equitable remedies, and
the execution, delivery and performance of this Award Agreement and such other
agreements by such Grantee does not and will not conflict with, violate or
cause a breach of any agreement, contract or instrument to which the Grantee is
a party or any judgment or decree to which the Grantee is subject.


 


12.  Legends. 
In the event, and only in the event, that, at the time any Restricted
Stock Units are to be paid in shares of Common Stock pursuant to this Award
Agreement, the Corporation does not have an effective Form S-8 Registration
Statement (including a reoffer prospectus prepared in accordance with the SEC’s
General Instructions to Form S-8) on file with the Securities and Exchange
Commission with respect to the offer and sale of shares of Common Stock covered
by this Award Agreement, the certificates,
if any, representing the shares of Common Stock so paid will bear a legend in
substantially the following form:


 


“THESE SHARES HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER ANY APPLICABLE
STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR PLEDGED
WITHOUT (1) REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE
STATE LAW, OR (2) AT HOLDER’S EXPENSE, AN OPINION (SATISFACTORY TO THE
CORPORATION) OF


 


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COUNSEL (SATISFACTORY
TO THE CORPORATION) THAT REGISTRATION IS NOT REQUIRED.”


 


13.  Number
and Gender.  Where
the context requires, the singular shall include the plural, the plural shall
include the singular, and any gender shall include all other genders.


 


14.  Section
Headings.  The
section headings of, and titles of paragraphs and subparagraphs contained in,
this Award Agreement are for the purpose of convenience only, and they neither
form a part of this Award Agreement nor are they to be used in the construction
or interpretation thereof.


 


15.  Governing
Law.  This Award
Agreement, and all questions relating to its validity, interpretation,
performance and enforcement, as well as the legal relations hereby created
between the parties hereto, shall be governed by and construed under, and
interpreted and enforced in accordance with, the laws of the State of
California, notwithstanding any California or other conflict of law provision
to the contrary.


 


16.  Construction.  This Award Agreement shall be construed and
interpreted to comply with Section 409A of the Internal Revenue Code (“Section 409A”).  The
Corporation reserves the right to amend this Award Agreement to the extent it
reasonably determines is necessary in order to preserve the intended tax
consequences of the Restricted Stock Units in light of Section 409A and any
regulations or other guidance promulgated thereunder.


 


17.  Severability.  If any provision of this Award Agreement or
the application thereof is held invalid, the invalidity shall not affect other
provisions or applications of this Award Agreement which can be given effect
without the invalid provisions or applications and to this end the provisions
of this Award Agreement are declared to be severable.


 


18.  Entire
Agreement.  This
Award Agreement embodies the entire agreement of the parties hereto respecting
the matters within the scope of this Award Agreement and supersedes all prior
and contemporaneous agreements of the parties hereto that directly or
indirectly bears upon the subject matter hereof.  Any prior negotiations, correspondence,
agreements, proposals or understandings relating to the subject matter hereof
shall be deemed to have been merged into this Award Agreement, and to the
extent inconsistent herewith, such negotiations, correspondence, agreements,
proposals, or understandings shall be deemed to be of no force or effect.  There are no representations, warranties, or
agreements, whether express or implied, or oral or written, with respect to the
subject matter hereof, except as expressly set forth herein.  This Award Agreement is an integrated
Agreement as to the subject matter hereof.


 


19.  Modifications.  This Award Agreement may not be amended,
modified or changed (in whole or in part), except by a formal, definitive
written agreement expressly referring to this Award Agreement, which agreement
is executed by both of the parties hereto.


 


20.  Waiver.  Neither the failure nor any delay on the part
of a party to exercise any right, remedy, power or privilege under this Award Agreement
shall operate as a waiver thereof, nor shall any single or partial exercise of
any right, remedy, power or privilege preclude any other or further exercise of
the same or of any right, remedy, power or privilege, nor shall any waiver of
any right, remedy, power or privilege with respect to any occurrence be
construed as a waiver of 


 


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such right, remedy, power or privilege with respect to
any other occurrence.  No waiver shall be
effective unless it is in writing and is signed by the party asserted to have
granted such waiver.


 


21.  Notices.


 


(a)                                  All notices,
requests, demands and other communications required or permitted under this
Award Agreement shall be in writing and shall be deemed to have been duly given
and made if (i) delivered by hand, (ii) otherwise delivered against receipt
therefor, or (iii) sent by registered or certified mail, postage prepaid, return
receipt requested.  Any notice shall be
duly addressed to the parties as follows:


 


(i)   if to
the Corporation:


 


MSC.Software
Corporation


2 MacArthur Place


Santa Ana,  California 92707


Attn: Board of
Directors


 


with a copy to:


 


Jeffrey W.
Walbridge, Esq.


O’Melveny &
Myers LLP


610 Newport Center
Drive, Suite 1700


Newport Beach,
California 92660


 


(ii)   if to
the Grantee:


 


John Laskey


MSC.Software
Corporation


2 MacArthur Place


Santa Ana,  California 92707


 


(b)           Any party may alter the address to which communications or copies are
to be sent by giving notice of such change of address in conformity with the
provisions of this Section 25 for the giving of notice.  Any communication shall be effective when
delivered by hand, when otherwise delivered against receipt therefor, or five
(5) business days after being mailed in accordance with the foregoing.


 


22.  Counterparts.  This Award Agreement may be executed in any
number of counterparts, each of which shall be deemed an original as against
any party whose signature appears thereon, and all of which together shall
constitute one and the same instrument. 
This Award Agreement shall become binding when one or more counterparts
hereof, individually or taken together, shall bear the signatures of all of the
parties reflected hereon as the signatories. 
Photographic copies of such signed counterparts may be used in lieu of
the originals for any purpose.


 


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