Form of Performance Stock Unit Award Agreement



 Exhibit 10.2 
 MSC.SOFTWARE CORPORATION 
 2006 PERFORMANCE INCENTIVE PLAN 
 PERFORMANCE STOCK UNIT AWARD AGREEMENT 
 THIS PERFORMANCE 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, one-third of the total number of Stock Units subject to the Award
(subject to adjustment under Section 7.1 of the Plan) shall be eligible to vest and become nonforfeitable based on the Corporation’s performance during each of the calendar years 2007, 2008 and 2009 (each such year, a “Performance
Year”). The Stock Units that are eligible to vest with respect to a particular Performance Year shall vest if and to the extent that the performance measures set forth on Exhibit A attached hereto and incorporated herein by reference
are satisfied with respect to such Performance Year; provided, however, that any vesting of the Stock Units with respect to a Performance Year shall be contingent upon the Participant’s continued employment by the Corporation and its
Subsidiaries through the Determination Date (as defined below) that follows such Performance Year. The vesting of the Stock Units shall be determined by the Compensation Committee of the Board of Directors of the Corporation (the
“Committee”) in its sole discretion as soon as practicable after the end of the Performance Year but in no event later than March 30 of the calendar year that follows such 

  

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Performance Year. (The date on which the Committee makes such determination is referred to herein as the “Determination Date.”) Any Stock
Units that are eligible to vest with respect to a particular Performance Year and do not vest as of the Determination Date that follows such Performance Year shall automatically terminate and be cancelled as of such Determination Date without
payment of any consideration by the Corporation and without any other action by the Participant. Any such terminated Stock Units shall not thereafter be considered outstanding Stock Units for purposes of the Award, including (without limitation) for
purposes of crediting dividend equivalents pursuant to Section 5(b) or acceleration of vesting pursuant to Section 8(b) or Section 9. 
 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. 
 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 3 or 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 

  

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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 3 or 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 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 3 or 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 Section 3 or Section 8(a)) 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 

  

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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). Furthermore, the Administrator shall adjust the performance measures set forth on Exhibit A hereto to the extent (if any) it determines that the adjustment is
necessary or advisable to preserve the intended incentives and benefits to reflect (1) any material change in corporate capitalization, any material corporate transaction (such as a reorganization, combination, separation, merger, acquisition,
or any combination of the foregoing), or any complete or partial liquidation of the Corporation, (2) any change in accounting policies or practices, (3) the effects of any special charges to the Corporation’s earnings, or (4) any
other similar special circumstances. 
 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. 
 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. 
  

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 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. 
 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. 
 [Remainder of page
intentionally left blank] 
  

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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


  

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 Exhibit A 
 PERFORMANCE MEASURES 
 (a) 2007 Performance Year. Up to one-third of the total number of Stock Units (the
“2007 Eligible Stock Units”) shall vest based on the percentage increase in software license revenue during the 2007 Performance Year when compared against software license revenue during calendar year 2006 as follows: 
  

				
	 Percent Software License Revenue Growth
	  	Percent of 2007 Eligible Stock Units
That Vest	 
	 Less than _____
	  	0	 
	 ____ or greater but less than ___
	  	33.33	%
	 ____ or greater but less than ___
	  	66.66	%
	 ____ or greater
	  	100.00	%

 (b) 2008 Performance Year. Up to one-third of the total number of Stock Units (the “2008
Eligible Stock Units”) shall vest based on the percentage increase in software license revenue during the 2008 Performance Year when compared against software license revenue during calendar year 2007 as follows: 
  

				
	 Percent Software License Revenue Growth
	  	Percent of 2008 Eligible Stock Units
That Vest	 
	 Less than ____
	  	0	 
	 ____ or greater but less than ____
	  	33.33	%
	 ____ or greater but less than ____
	  	66.66	%
	 ____ or greater
	  	100.00	%

 (c) 2009 Performance Year. Up to one-third of the total number of Stock Units (the “2009
Eligible Stock Units”) shall vest based on the percentage increase in software license revenue during the 2009 Performance Year when compared against software license revenue during calendar year 2008 as follows: 
  

				
	 Percent Software License Revenue Growth
	  	Percent of 2009 Eligible Stock Units
That Vest	 
	 Less than ____
	  	0	 
	 ____ or greater but less than ____
	  	33.33	%
	 ____ or greater but less than ____
	  	66.66	%
	 ____ or greater
	  	100.00	%

  

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