Exhibit 10.1


 


 


July 27, 2005


 


Glenn Wienkoop


21178 Maria Lane


Saratoga, CA 95070


 


Dear Glenn,


 


On behalf of MSC.Software Corporation, I
am pleased to offer you the position of President & Chief Operating
Officer. This position reports to Bill Weyand, Chairman and CEO, and is located
in Santa Ana, CA.  It is understood and
agreed that you may choose to commute to Santa Ana, California during up to a
six month transitional period following the projected August 22, 2005
start date of your employment.


 


We are offering you a base salary of
$330,000 annually, paid semi-monthly.  In
addition, you will also be eligible to participate in the Executive Bonus
Program that is targeted at 70% of your base salary.  All payments will be subject to required tax
withholding and other authorized deductions.


 


As part of your overall compensation
package, you will receive stock options covering 275,000 shares of MSC.Software
common stock, granted upon Board approval (such options to have a per share
exercise price equal to the fair market value of a share of our stock on that
date and vesting according to the terms of MSC’s 2001 Stock Purchase Plan).
Also, you will be granted a special, one-time right to purchase an additional
100,000 shares of restricted MSC.Software stock at a purchase price of $11.00 a
share on your start date, such right exercisable only for 10 business days
after your start date. You will also be granted 40,000 performance stock units
related to MSC.Software common stock.


 


Your performance stock units will be
subject to the terms and conditions of a performance stock unit agreement to be
prepared by MSC.Software (which will include customary investment
representations, a vesting requirement, and termination of the units to the
extent not previously vested if your employment terminates).  In general, the performance stock units will
vest only if (1) during the next two years, the closing price or last
price, as applicable, per share of MSC.Software common stock as reported on the
composite tape for securities listed on either the New York Stock Exchange or
the NASDAQ National Market equals or exceeds $20.00 for each of at least 30
consecutive trading days, or (2) MSC.Software is sold in a transaction
that results in a majority change in ownership of the company and in which the
value of the per-share consideration received by the holders of the
MSC.Software common stock in respect of such sale equals or exceeds $20.00.


 





















 


You are eligible to receive and shall
receive all Executive Company Benefits, including medical, deferred
compensation, vacation, sick leave, auto allowance, and all other benefits
extended to any other executives of the Company.  The auto allowance is $1,080.00 per month.


 


MSC will also cover the expenses of your
real estate fees and closing costs for the sale of your home in Saratoga,
California (the “Premises”), plus relocation costs, in total up to a maximum of
$300,000. In addition, MSC will cover a portion of any negative gap (the “Shortfall”),
if any, that may result between the gross sale price (defined below) of the
Premises and the appraisal value as follows: MSC shall pay you 25% of the first
$250,000 of the Shortfall, 50% of the next $250,000 of any Shortfall, 75% of
the next $500,000 Shortfall and 100% of any Shortfall to the extent exceeding
$1,000,000. Consequently, your exposure based on any sale price of the Premises
less than the appraisal value is limited to $437,500.  You and MSC shall agree on the engagement of
and independent appraiser to conduct an appraisal of the Premises. Gross sales
price shall mean the actual purchase price without deduction for real estate
commissions, taxes, pro-rations or other costs of sale.  MSC’s obligation to cover any Shortfall will
extend only for 1 year from the date of this agreement, but can be extended at
the sole discretion of the Board.


 


As an executive officer, you will of
course be covered by the company’s Directors & Officers Liability
insurance policy, commencing on your first day of employment.  In addition, you will be offered the executive
officer Change-in-Control Severance Agreement and the agreement is attached for
your review and information.


 


Also, if the company terminates your
employment at any time, for any reason, except if there is Cause and in the
event of a Change in Control of the company, in the first year of your
employment, you will be entitled to a severance payment equal to 100% of your
current salary, paid in a lump sum and less all required local, state and
federal taxes and other withholding amounts, provided, however, that you are
willing to sign a mutual release.


 


The proposed start date for this position
is no later than Monday, August 22, 2005 but MSC agrees that you may
provide transitional consulting to your current employer for up to five (5) days
per quarter for a period of up to six (6) months following your start date
so long as such consulting does not materially adversely effect the performance
of your duties hereunder.  The Company
also understands and agrees that, with the Company’s prior consent, you may
choose to serve and/or continue to serve on up to four (4) boards of
directors and/or advisory boards of other non-competitive companies so long
each is disclosed to the Company and such work does not materially adversely
effect the performance of your duties hereunder.  Please signify your acceptance of our offer
by signing the enclosed copy of this letter and faxing it to me at
714.784.4289. Please also mail a copy of the signed original to me. This offer
is valid until the close of business Wednesday, July 27, 2005.


 


 





















 


The United States Government requires
MSC.Software Corporation to verify your eligibility for U. S. employment and
identity.  Proof of citizenship or
immigration status and a valid Social Security card will be required upon
commencement of employment.  You will
also be required to sign and abide by a confidentiality and inventions
agreement in the form provided to you by MSC.Software.


 


Although we hope that our
relationship will be mutually rewarding, your employment with MSC.Software is “at-will”,
which means that either you or MSC.Software can terminate the employment
relationship at any time, with or without cause.  The “at-will” nature of your employment
cannot be changed or modified except in writing signed by the Chief Executive
Officer of MSC.Software.  This letter
agreement contains all of the terms of your employment and supercedes all prior
and contemporaneous negotiations and agreements with respect thereto.  There are no representations, warranties, or
other agreements with respect to your employment except as expressly set forth
herein; however, it is agreed that the capitalized terms not defined in this
Agreement have the same meaning as those expressly defined in the separate
Severance Agreement which the Company is providing to you with this Agreement
and it is also agreed that the provisions of this Agreement, and any payment
provided hereunder, shall not reduce any amounts otherwise payable, or in any
way diminish your rights under any Benefit Plan, Incentive Plan, or Securities
Plan, severance agreement or any other contract, plan, other arrangement.


 


We are looking forward to welcoming you
to the MSC.Software team.  Please feel
free to contact me at (714) 444-5152 if you have any questions.


 


Sincerely,


 


	
  /s/ RICH LANDER

  	
   

  
	
  Rich Lander

  
	
  Vice President,
  Human Resources

  



 


Enclosures            Benefits
Summary


 


Offer Accepted:


 


	
  /s/ GLENN
  WIENKOOP

  	
   

  	
  7/27/05

  	
   

  
	
  Signature

  	
  Date Signed

  



 


 


Start Date: Monday. Aug. 22nd,
2005


 


cc:
Bill Weyand