Exhibit 10.2


 


MSC.SOFTWARE CORPORATION


NONQUALIFIED STOCK OPTION AGREEMENT


 


THIS
NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) dated as of August 15, 2005 (the “Effective Date”) is entered into by and
between MSC.SOFTWARE CORPORATION, a Delaware corporation
(the “Corporation”), and Glenn R.
Wienkoop (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 Two Hundred Seventy-Five Thousand (275,000) 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 Two Hundred Seventy-Five Thousand (275,000) shares of Common Stock at an exercise
price per share of $14.30 (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
275,000 shares of Common Stock to the Grantee pursuant to that certain letter
agreement, dated on or about July 27, 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


 


9





















 


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

  
	
   

  	
   

  	
  Attention: John
  A. Mongelluzzo,

  
	
   

  	
   

  	
  Sr. Vice
  President, Business Administration,

  
	
   

  	
   

  	
  Corporate
  Secretary and General Counsel

  
	
   

  	
   

  	
   

  
	
  (ii)  if to the Grantee:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Glenn R.
  Wienkoop

  
	
   

  	
   

  	
  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


 


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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.


 


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 A.
  MONGELLUZZO

  	
   

  
	
   

  	
  Name: John A.
  Mongelluzzo

  
	
   

  	
  Title: Sr. Vice
  President, Business Administration,

  
	
   

  	
  Corporate
  Secretary and General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GRANTEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/GLENN R.
  WIENKOOP

  	
   

  
	
   

  	
  Glenn R.
  Wienkoop

  
					



 


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