Exhibit 10.4


 


MSC.SOFTWARE
CORPORATION


NONQUALIFIED
STOCK OPTION AGREEMENT


 


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”).


 


W I T N E
S S E T H


 


WHEREAS,
pursuant to this Agreement, the Corporation has granted to the Grantee as of
the Effective Date a stock
option (the “Option”) to purchase
up to One Hundred Fifty Thousand (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


 


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


 


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.                                       Grant of Option.  This
Agreement evidences the Corporation’s grant to the Grantee of the right and
option to purchase, on the terms and conditions set forth in this Agreement, up
to One Hundred Fifty Thousand (150,000) shares of Common Stock at an exercise
price per share of $11.56 (the “Exercise Price”),
which Option shall be exercisable from time to time, subject to the provisions
of this Agreement, prior to the close of business on the day before the tenth
anniversary of the Effective Date (the “Expiration Date”).  The Option is not intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.  The grant of the Option is in full
satisfaction of the Corporation’s obligation to grant stock options covering
150,000 shares of Common Stock to the Grantee pursuant to that certain letter
agreement, dated on or about February 28, 2005, providing for the terms and
conditions of the Grantee’s employment by the Corporation.


 


2.                                       Vesting; Exercisability of Option.  Subject to earlier vesting as provided in
Section 6 below, the Option shall become vested with respect to 25% of the
shares subject to the Option on each of the first, second, third and fourth
anniversaries of the Effective Date.


 


The Option may be
exercised only to the extent the Option is vested and exercisable.  In no event may any portion of the Option be
exercised at any time after the Expiration Date or an earlier termination of
the Option pursuant to Section 6 below.


 





















 


To the extent the Option
is vested and exercisable, the Grantee has the right to exercise the Option (to
the extent not previously exercised), 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.


 


3.                                       Exercise of Option.


 


(a)                                  Method of Exercise. 
The Grantee shall exercise the Option 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 for the full Exercise Price of the shares to be purchased shall
be made in one or a combination of the following methods:


 


•                  in
cash or by electronic funds transfer;


 


•                  by
certified cashier’s check payable to the order of the Corporation; or


 


•                  in
shares of Common Stock already owned by the Grantee; provided, however, that
any shares delivered which were initially acquired from the Corporation (upon
exercise of a stock option or otherwise) (i) must have been owned by the
Grantee 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 Grantee
(or the Grantee’s Beneficiary or Personal Representative) shall satisfy of the
tax withholding provisions of Section 4 below and shall furnish any written
statements required pursuant to Section 10 below.  For purposes of this Agreement, “Beneficiary” means the person, persons, trust, or trusts
designated by the Grantee or, in the absence of a designation, entitled by will
or the laws of descent and distribution, to receive the benefits specified in
this Agreement if the Grantee dies, and means the Grantee’s executor or
administrator if no other Beneficiary is designated and able to act under the
circumstances.  For purposes of this
Agreement, “Personal Representative” means the
person or persons who, upon the disability or incompetence of the Grantee, has
acquired on behalf of the Grantee, by legal proceeding or otherwise, the power
to exercise the rights or receive benefits under this Agreement by virtue of
having become the legal representative of the Grantee.


 


4.                                       Responsibility for Taxes. 
Regardless of any action the Corporation takes with respect to any or
all income tax, social security and Medicare, payroll tax or other tax-related
withholding (“Tax-Related Items”), the Grantee
hereby acknowledges and agrees that the ultimate liability for all Tax-Related
Items is and remains his responsibility and that the Corporation (i) makes no
representations or undertakings regarding the treatment of any Tax-Related
Items in connection with any aspect of the Option, including the grant,


 


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vesting or exercise of
the Option and the subsequent sale of shares; and (ii) does not commit to
structure the terms of the grant or any aspect of the Option to reduce or
eliminate the Grantee’s liability for Tax-Related Items.


 


Prior to exercise of the Option, the Grantee shall pay
or make adequate arrangements satisfactory to the Corporation to satisfy all
withholding and payment on account obligations of the Corporation.  In this regard, the Grantee authorizes the
Corporation to withhold all applicable Tax-Related Items legally payable by the
Grantee from his or her wages or other cash compensation paid to the Grantee by
the Corporation or from proceeds of the sale of the shares.  Finally, the Grantee shall pay to the
Corporation any amount of Tax-Related Items that the Corporation may be
required to withhold as a result of the Grantee’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 Grantee fails to comply with his
or her obligations in connection with the Tax-Related Items as described in
this section.


 


5.                                       Effect of Termination of Employment.   If the Grantee ceases to be employed by the
Corporation, the following rules shall apply (the last day that the Grantee is
employed by the Corporation is referred to as the Grantee’s “Severance Date”):


 


(a)                                  other
than as expressly provided below in this Section 5, (i) the Grantee will have
until the date that is 3 months after his or her Severance Date to exercise the
Option (or portion thereof) to the extent that it was vested on the Severance
Date, (ii) the Option, to the extent not vested on the Severance Date, shall
terminate on the Severance Date, and (c) the Option, to the extent exercisable
for the 3-month period following the Severance Date and not exercised during
such period, shall terminate at the close of business on the last day of the 3-month
period;


 


(b)                                 if
the termination of the Grantee’s employment or services is the result of the
Grantee’s retirement, death or Total Disability (as defined below), (a) the
Grantee (or his Beneficiary or Personal Representative, as the case may be)
will have until the date that is 12 months after the Grantee’s Severance Date
to exercise the Option, (b) the Option, to the extent not vested on the
Severance Date, shall terminate on the Severance Date, and (c) the Option, to
the extent exercisable for the 12-month period following the Severance Date and
not exercised during such period, shall terminate at the close of business on
the last day of the 12-month period;


 


(c)                                  if
the Grantee’s employment is terminated by the Corporation for cause (as
determined in the discretion of the Corporation), the Option (whether vested or
not) shall terminate on the Severance Date.


 


In all cases, however,
the Option is subject to earlier termination on the Expiration Date or pursuant
to Section 6.  For purposes of this
Agreement, “Total Disability” means a “permanent
and total disability” within the meaning of Section 22(e)(3) of the Code and
such other disabilities, infirmities, affliction or conditions as the
Corporation may include.


 


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6.                                       Adjustment; Termination of Option Under Certain Events.


 


(a)                                  Adjustments.  Upon or
in contemplation of any extraordinary dividend or other extraordinary
distribution that occurs in respect of the Common Stock (whether in the form of
cash, Common Stock, other securities, or other property), or any
reclassification, recapitalization, stock split (including a stock split in the
form of a stock dividend), reverse stock split, reorganization, merger,
combination, consolidation, split-up, spin-off, repurchase, or exchange of
Common Stock or other securities of the Corporation, or any similar, unusual or
extraordinary corporate transaction (or event in respect of the Common Stock)
or a sale of substantially all of the assets of the Corporation as an entirety,
the Corporation will, in such manner and to such extent (if any) as it deems
appropriate and equitable:


 


•                  proportionately
adjust any of all of (i) the number and type of shares of Common Stock or the
number and type of other securities that thereafter may be made the subject of
the Option, (ii) the Exercise Price of the Option, and (iii) the securities,
cash or other property deliverable upon exercise or vesting of the Option; or


 


•                  make
provision for a settlement by a cash payment or for the substitution or
exchange of the Option for cash, securities or other property deliverable to
the Grantee based upon the distribution or consideration payable to the holders
of the Common Stock upon or in respect of such event.


 


The Corporation may adopt
such valuation methodologies for the Option as it deems reasonable in the event
of a cash, securities or other property settlement.  Without limitation on other methodologies,
the Corporation may base such settlement solely upon the excess (if any) of the
amount payable upon or in respect of such event over the Exercise Price to the
extent of the then vested and exercisable shares subject to the Option.


 


In any of such events, the Corporation may take such
action prior to such event to the extent that the Corporation deems the action
necessary to permit the Grantee to realize the benefits intended to be conveyed
with respect to the underlying shares in the same manner as is or will be
available to shareholders generally.


 


(b)                                 Acceleration of Option Upon Change in Control.  The
Corporation may accelerate the vesting of the Option in connection with a
Change in Control Event or such other circumstances as the Corporation may
determine.  For purposes of this
Agreement, a “Change in Control Event”
means (1) approval by the stockholders of the Corporation of the dissolution or
liquidation of the Corporation; (2) approval by the stockholders of the
Corporation of an agreement to merger or consolidate, or otherwise reorganize,
with or into one or more entities that are not Subsidiaries (as defined below)
or other affiliates, as a result


 


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of which less than 50% of the outstanding voting
securities of the surviving or resulting entity immediately after the
reorganization are, or will be, owned directly or indirectly, by stockholders
of the Corporation immediately before such reorganization (assuming for
purposes of such determination that there is no change in the record ownership
of the Corporation’s securities from the record date for such approval until
such reorganization and that such record owners hold no securities of the other
parties to such reorganization, but including in such determination any
securities of the other parties to such reorganization held by affiliates of
the Corporation); (3) approval by the stockholders of the Corporation of the
sale of substantially all of the Corporation’s business and/or assets to a
person or entity that is not a Subsidiary; (4) any “person” (as such term is
used in Sections 123(d) and 14(d) of the Exchange Act (as defined below) but
excluding any person described in and satisfying the conditions of Rule
13d-1(b)(1) thereunder) becomes the beneficial owner (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the
Corporation representing more than 30% of the combined voting power of the
Corporation’s then outstanding securities entitled to then vote generally in
the election of the directors of the Corporation; or (5) during any period not
longer than two consecutive years, individuals who at the beginning of such
period constituted the Board of Directors of the Corporation (the “Board”) cease to constitute at least a
majority thereof, unless the election, or the nomination for election by the
Corporation’s stockholders, of each new Board member was approved by a vote of
at least three-fourths of the Board members then still in office who were Board
members at the beginning of such period (including for these purposes, new
members whose election or nomination was so approved).  For purposes of this 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, and “Exchange Act” means the Securities Exchange
Act of 1934, as amended from time to time.


 


(c)                                  Possible Early Termination of Option.  To
the extent the Option is vested (after giving effect to any acceleration
pursuant to Section 6(b)) and not exercised in connection with or prior to (1)
a dissolution of the Corporation, (2) an event described in Section 6(a) that
the Corporation does not survive, or (3) the consummation of a Change in
Control Event approved by the Board, the Option shall terminate, subject to any
provision that has been made by the Corporation through a plan or
reorganization or otherwise for the substitution, assumption, exchange or other
settlement of the Option.


 


7.                                       Non-Transferability of Option.


 


(a)           The
Option and any other rights of the Grantee under this Agreement are
nontransferable and exercisable only by the Grantee, except that such transfer
and exercise restrictions shall not apply to:


 


•                  transfers
to the Corporation;


 


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•                  the
designation of a beneficiary to receive benefits if the Grantee dies or, if the
Grantee has died, transfers to or exercises by the Grantee’s beneficiary, or,
in the absence of a validly designated beneficiary, transfers by will or the
laws of descent and distribution;


 


•                  if
the Grantee has suffered a disability, permitted transfers or exercises on
behalf of the Grantee by the Grantee’s duly authorized legal representative.


 


8.                                       Representations and Warranties.  In the event, and only in the event, that the
Grantee exercises any portion of the Option 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 the
offer and sale of the shares of Common Stock covered by the Option, the
Grantee, at the time he acquires such shares, shall represent and warrant to
the Corporation that:


 


(a)                                  the
shares of Common Stock that are
being acquired by the Grantee pursuant to this 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 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 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.


 


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9.                                       Legends.  In the
event, and only in the event, that the Grantee exercises any portion of the
Option 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 the offer and sale of shares of Common
Stock covered by the Option, the certificates,
if any, representing the shares of Common Stock so purchased by the Grantee
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 COUNSEL (SATISFACTORY
TO THE CORPORATION) THAT REGISTRATION IS NOT REQUIRED.”


 


10.                                 Compliance with Laws. 
The grant of the Option and the offer, issuance and delivery of shares
of Common Stock in respect of the Option 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 to the Corporation, be necessary or advisable in
connection therewith.  Any securities
delivered under the Option 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 person acquiring such
securities 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.


 


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


 


The Grantee
understands that the Corporation may hold certain personal information about
the Grantee, including, but not limited to, his 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 Grantee’s favor, for the purpose of implementing,
administering and managing the Option (“Data”). 
The Grantee further understands that Data may be transferred to any third parties assisting in the implementation,
administration and management of the Option. 
The Grantee understands that he may request a list with the names and addresses of any
potential


 


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recipients of the
Data by contacting his local human resources representative.  The Grantee 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 Option,
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 Grantee understands that Data will be held only as long as is necessary to
implement, administer and manage the Option. 
The Grantee understands that he 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 Grantee understands
that refusal or withdrawal of consent may affect the Option.  For more information on the consequences of
the Grantee’s refusal to consent or withdrawal of consent, the Grantee
understands that he may contact his local human resources representative.


 


12.                                 Acknowledgment.  In accepting the grant, the Grantee
acknowledges that: (i) 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; (ii) all decisions with respect to future grants, if any, will be at
the sole discretion of the Corporation; (iii) nothing in this Agreement or the
Option shall create a right to further employment with the Corporation or shall
interfere with the ability of the Corporation to terminate the Grantee’s
employment relationship at any time with or without cause; (iv) the Option is
an extraordinary item that does not constitute compensation of any kind for
services of any kind rendered to the Corporation which is outside the scope of
the Grantee’s employment contract (except as expressly provided herein); (v)
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; (vi)
in the event that the Grantee 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; (vii)
the future value of the underlying shares is unknown and cannot be predicted
with certainty; (viii) if the underlying shares do not increase in value, the
Option will have no value; (ix) if the Grantee 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; and (x) no 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 Grantee irrevocably releases the Corporation from any such claim that may
arise.


 


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.


 


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


 


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


 


17.                                 Entire Agreement.  This Agreement
embodies the entire agreement of the parties hereto respecting the matters
within its scope.  This Agreement
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 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 Agreement is an integrated Agreement as
to the subject matter hereof.


 


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


 


19.                                 Waiver.  Neither the failure nor any delay on the part
of a party to exercise any right, remedy, power or privilege under this
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 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.


 


20.                                 Resolution of
Disputes. 
Any
controversy arising out of or relating to this Agreement, the enforcement or interpretation
of this Agreement, or because of an alleged breach, default, or
misrepresentation in connection with any of the provisions of this Agreement,
including (without limitation) any state or federal statutory claims, shall be
submitted to final and binding arbitration, to be held in Orange County,
California before a sole


 


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neutral
arbitrator; provided, however, that provisional injunctive relief may, but need
not, be sought in a court of law while arbitration proceedings are pending, and
any provisional injunctive relief granted by such court shall remain effective
until the matter is finally determined by the arbitrator.   The arbitration shall be administered by
JAMS pursuant to its Comprehensive Arbitration Rules and Procedures.  Judgment on the award may be entered in any
court having jurisdiction.


 


The parties
acknowledge and agree that they are hereby waiving any rights to trial by jury
in any action, proceeding or counterclaim brought by either of the parties
against the other in connection with any matter whatsoever arising out of or in
any way connected with any of the matters referenced in the first sentence of
the first paragraph of this Section 20.


 


The
parties agree that Corporation shall be responsible for payment of the forum
costs of any arbitration hereunder, including the Arbitrator’s fee.  The parties further agree that in any
proceeding with respect to such matters, each party shall bear its own attorney’s
fees and costs (other than forum costs associated with the arbitration which in
any event shall be paid by the Corporation).


 


21.                                 Notices.


 


(a)                                  All notices,
requests, demands and other communications required or permitted under this
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

  
			



 


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  (ii)

  	
  if to the Grantee:

  
	
   

  
	
   

  	
  John
  A. Mongelluzzo

  
	
   

  	
  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 21 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.                                 Legal Counsel; Mutual
Drafting.  Each party recognizes that this
is a legally binding contract and acknowledges and agrees that they have had
the opportunity to consult with legal counsel of their choice.  Each party has cooperated in the drafting,
negotiation and preparation of this Agreement. 
Hence, in any construction to be made of this Agreement, the
same shall not be construed against either party on the basis of that party
being the drafter of such language. 
Grantee agrees and acknowledges that he has read and understands this
Agreement completes, is entering into it freely and voluntarily, and has been advised
to seek counsel prior to entering into this Agreement and has had ample
opportunity to do so.


 


23.                                 Counterparts.  This 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
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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IN
WITNESS WHEREOF, the Corporation has caused this Agreement to
be executed on its behalf by a duly authorized officer and the Grantee as of
the Effective Date.


 


	
   

  	
  MSC.SOFTWARE
  CORPORATION,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOHN LASKEY

  	
   

  
	
   

  	
  Name: John Laskey

  
	
   

  	
  Title: Senior Vice
  President, Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GRANTEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ JOHN A.
  MONGELLUZZO

  	
   

  
	
   

  	
  John A. Mongelluzzo

  



 


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