Form of Stock Unit Award Agreement



 Exhibit 10.1 
 MSC.SOFTWARE CORPORATION 
 2006 PERFORMANCE INCENTIVE PLAN 
 STOCK UNIT AWARD AGREEMENT 
 THIS
STOCK UNIT AWARD AGREEMENT (this “Agreement”) is dated as of [            , 2006] by and between MSC.Software Corporation, a Delaware corporation
(the “Corporation”), and [                    ] (the “Participant”). 
 W I T N E S S E T H 
 WHEREAS,
pursuant to the MSC.Software Corporation 2006 Performance Incentive Plan (the “Plan”), the Corporation has granted to the Participant effective as of the date hereof (the “Award Date”), a credit of stock units under
the Plan (the “Stock Unit Award” or “Award”), upon the terms and conditions set forth herein and in the Plan. 
 NOW THEREFORE, in consideration of services rendered and to be rendered by the Participant, and the mutual promises made herein and the mutual benefits to be derived therefrom, the parties agree as follows: 
 1. Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in
the Plan. 
 2. Grant. Subject to the terms of this Agreement, the Corporation hereby grants to the Participant a Stock
Unit Award with respect to an aggregate of [                    ] stock units (subject to adjustment as provided in Section 7.1 of
the Plan) (the “Stock Units”). As used herein, the term “stock unit” shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding share of the Corporation’s
Common Stock (subject to adjustment as provided in Section 7.1 of the Plan) solely for purposes of the Plan and this Agreement. The Stock Units shall be used solely as a device for the determination of the payment to eventually be made to the
Participant if such Stock Units vest pursuant to Section 3. The Stock Units shall not be treated as property or as a trust fund of any kind. 
 3. Vesting. Subject to Section 8 and Section 9 below, the Award shall vest and become nonforfeitable with respect to one-third of the total number of Stock Units (subject to adjustment under Section 7.1
of the Plan) on each of the first, second and third anniversaries of the Award Date. 
 4. Continuance of Employment.
The vesting schedule requires continued employment or service 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 Agreement. Employment or service for
only a portion of the vesting period, even if a substantial portion, will not entitle the Participant to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or services as
provided in Section 8(a) below or under the Plan. 
  

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 Nothing contained in this Agreement or the Plan constitutes an employment or service commitment by the
Corporation, affects the Participant’s status as an employee at will who is subject to termination without cause, confers upon the Participant any right to remain employed by or in service to the Corporation or any Subsidiary, interferes in any
way with the right of the Corporation or any Subsidiary at any time to terminate such employment or services, or affects the right of the Corporation or any Subsidiary to increase or decrease the Participant’s other compensation or benefits.
Nothing in this paragraph, however, is intended to adversely affect any independent contractual right of the Participant without his consent thereto. 
 5. Dividend and Voting Rights. 
 (a) Limitations on Rights
Associated with Units. The Participant shall have no rights as a stockholder of the Corporation, no dividend rights (except as expressly provided in Section 5(b) with respect to Dividend Equivalent Rights) and no voting rights, with
respect to the Stock Units and any shares of Common Stock underlying or issuable in respect of such Stock Units until such shares of Common Stock are actually issued to and held of record by the Participant. 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. 
 (b)
Dividend Equivalent Rights Distributions. In the event that the Corporation pays an ordinary cash dividend on its Common Stock and the related dividend payment record date occurs at any time after the Award Date and before all of the
Stock Units subject to the Award have either been paid pursuant to Section 7 or terminated pursuant to Section 8(a), the Corporation shall credit the Participant as of such record date with an additional number of Stock Units equal to
(i) the per-share cash dividend paid by the Corporation on its Common Stock with respect to such record date, multiplied by (ii) the total number of outstanding and unpaid Stock Units (including any dividend equivalents previously credited
hereunder) (with such total number adjusted pursuant to Section 7.1 of the Plan and/or Section 9 hereof) subject to the Award as of such record date, divided by (iii) the fair market value of a share of Common Stock (as determined
under the Plan) on such record date. Any Stock Units credited pursuant to the foregoing provisions of this Section 5(b) shall be subject to the same vesting, payment and other terms, conditions and restrictions as the original Stock Units to
which they relate. No crediting of Stock Units shall be made pursuant to this Section 5(b) with respect to any Stock Units which, as of such record date, have either been paid pursuant to Section 7 or terminated pursuant to
Section 8(a). 
 6. Restrictions on Transfer. Neither the Stock Unit Award, nor any interest therein or amount or
shares payable in respect thereof may be sold, assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily. The transfer restrictions in the preceding sentence shall not apply to
(a) transfers to the Corporation, or (b) transfers by will or the laws of descent and distribution. 
 7. Timing and
Manner of Payment of Stock Units. On or as soon as administratively practical following each vesting of the applicable portion of the total Award pursuant to Section 3, Section 8 or Section 9, the Corporation shall deliver to
the Participant a number of shares of Common Stock (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Corporation in its discretion) equal to the 

  

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number of Stock Units subject to this Award that vest on the applicable vesting date, unless such Stock Units terminate prior to the given vesting date
pursuant to Section 8(a). The Corporation’s obligation to deliver shares of Common Stock or otherwise make payment with respect to vested Stock Units is subject to the condition precedent that the Participant or other person entitled under
the Plan to receive any shares with respect to the vested Stock Units deliver to the Corporation any representations or other documents or assurances required pursuant to Section 8.1 of the Plan. The Participant shall have no further rights
with respect to any Stock Units that are paid or that terminate pursuant to Section 8(a). 
 8. Effect of Termination of
Employment or Change in Control Event. 
 (a) Termination of Employment. The Participant’s Stock
Units shall terminate to the extent such units have not become vested prior to the first date the Participant is no longer employed by the Corporation or one of its Subsidiaries, regardless of the reason for the termination of the Participant’s
employment with the Corporation or a Subsidiary, whether with or without cause, voluntarily or involuntarily. If any unvested Stock Units are terminated hereunder, such Stock Units shall automatically terminate and be cancelled as of the applicable
termination date without payment of any consideration by the Corporation and without any other action by the Participant, or the Participant’s beneficiary or personal representative, as the case may be. 
 (b) Automatic Acceleration Upon Change in Control Event. Upon a Change in Control Event, any Stock Units subject to the
Award that are not then otherwise vested (and have not previously terminated pursuant to this Agreement) shall automatically become vested upon the occurrence of such event. 
 9. Adjustments Upon Specified Events. The Administrator may accelerate payment and vesting of the Stock Units in such circumstances
as it, in its sole discretion, may determine. In addition, upon the occurrence of certain events relating to the Corporation’s stock contemplated by Section 7.1 of the Plan (including, without limitation, an extraordinary cash dividend on
such stock), the Administrator shall make adjustments in accordance with such section in the number of Stock Units then outstanding and the number and kind of securities that may be issued in respect of the Award. No such adjustment shall be made
with respect to any ordinary cash dividend for which dividend equivalents are credited pursuant to Section 5(b). 
 10. Tax
Withholding. Subject to Section 8.1 of the Plan, upon any distribution of shares of Common Stock in respect of the Stock Units, the Corporation shall automatically reduce the number of shares to be delivered by (or otherwise reacquire)
the appropriate number of whole shares, valued at their then fair market value (with the “fair market value” of such shares determined in accordance with the applicable provisions of the Plan), to satisfy any withholding obligations of the
Corporation or its Subsidiaries with respect to such distribution of shares at the minimum applicable withholding rates. In the event that the Corporation cannot legally satisfy such withholding obligations by such reduction of shares, or in the
event of a cash payment or any other withholding event in respect of the Stock Units, the Corporation (or a Subsidiary) shall be entitled to require a cash payment by or on behalf of the Participant and/or to deduct from other compensation payable
to the Participant any sums required by federal, state or local tax law to be withheld with respect to such distribution or payment. 
  

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 11. Notices. Any notice to be given under the terms of this Agreement shall be in
writing and addressed to the Corporation at its principal office to the attention of the Secretary, and to the Participant at the Participant’s last address reflected on the Corporation’s records, or at such other address as either party
may hereafter designate in writing to the other. Any such notice shall be given only when received, but if the Participant is no longer an employee of the Corporation, shall be deemed to have been duly given by the Corporation when enclosed in a
properly sealed envelope addressed as aforesaid, registered or certified, and deposited (postage and registry or certification fee prepaid) in a post office or branch post office regularly maintained by the United States Government. 
 12. Plan. The Award and all rights of the Participant under this Agreement are subject to the terms and conditions of the provisions
of the Plan, incorporated herein by reference. The Participant agrees to be bound by the terms of the Plan and this Agreement. The Participant acknowledges having read and understanding the Plan, the Prospectus for the Plan, and this Agreement.
Unless otherwise expressly provided in other sections of this Agreement, provisions of the Plan that confer discretionary authority on the Board or the Administrator do not (and shall not be deemed to) create any rights in the Participant unless
such rights are expressly set forth herein or are otherwise in the sole discretion of the Board or the Administrator so conferred by appropriate action of the Board or the Administrator under the Plan after the date hereof. 
 13. Entire Agreement. This Agreement and the Plan together constitute the entire agreement and supersede all prior understandings
and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Agreement may be amended pursuant to Section 8.6 of the Plan. Such amendment must be in writing and signed by the Corporation.
The Corporation may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the interests of the Participant hereunder, but no such waiver shall operate as or be construed to be a subsequent
waiver of the same provision or a waiver of any other provision hereof. 
 14. Limitation on Participant’s Rights.
Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Corporation as to amounts payable and shall not be construed as creating a trust.
Neither the Plan nor any underlying program, in and of itself, has any assets. The Participant shall have only the rights of a general unsecured creditor of the Corporation with respect to amounts credited and benefits payable, if any, with respect
to the Stock Units, and rights no greater than the right to receive the Common Stock as a general unsecured creditor with respect to Stock Units, as and when payable hereunder. 
 15. Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument. 
 16. Section Headings. The section
headings of this Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof. 
  

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 17. Governing Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware without regard to conflict of law principles thereunder. 
 18.
Construction. It is intended that the terms of the Award will not result in the imposition of any tax liability pursuant to Section 409A of the Code. The Agreement shall be construed and interpreted consistent with that intent.

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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 Participant has hereunto set his or her hand as of the date and year first above written. 
  

											
	 MSC.SOFTWARE CORPORATION,
 a
Delaware corporation
	 		 	PARTICIPANT
						
	By:	 	  	 	  	 		 		 	  
		 		 		 		 		 	Signature
					
	Print Name:	 	  	 		 		 	
		 		 		 		 		 	  
	Its:	 	  	 	  	 		 		 	Print Name

  

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 CONSENT OF SPOUSE 
 In consideration of the execution of the foregoing Stock Unit Award Agreement by MSC.Software Corporation, I,
                    , the spouse of the Participant therein named, do hereby join with my spouse in executing the foregoing Stock Unit Award
Agreement and do hereby agree to be bound by all of the terms and provisions thereof and of the Plan. 
 Dated:
                    , 2006 
  

	
	
	   
	Signature of Spouse
	
	   
	Print Name