**Exhibit 10.25****TRANSITION AGREEMENT**     This TRANSITION AGREEMENT is made as of June 20, 2007, between Moldflow Corporation(“Moldflow” or the “Company”) and Christopher L. Gorgone (“Executive”).     WHEREAS, the Executive is currently employed by the Company as Executive Vice President andChief Financial Officer;     WHEREAS, on July 8, 2005, the Executive and the Company entered an Amended and RestatedExecutive Employment Agreement (the “Employment Agreement”);     WHEREAS, the Company and the Executive have agreed that the Executive’s employment willterminate no later than September 30, 2007 and that this Agreement shall serve as the writtennotice required by Section 6(f) of the Employment Agreement; and     WHEREAS, the Company and the Executive seek to establish mutually acceptable terms for theExecutive’s transition and departure from the Company’s employment.     NOW, THEREFORE, in connection with the Executive’s transition from Moldflow and inconsideration of the mutual covenants below, the parties agree as follows:     **1. ****Relationship with Moldflow****.**The Executive has agreed to resign from hisposition as Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretaryand from all other positions and directorships that he holds at Moldflow and its subsidiariesand/or affiliates on the date of this Agreement. Beginning on the date hereof and continuing untilthe earlier of (a) his decision to leave Moldflow’s employment voluntarily (b) Moldflow’s decisionto terminate his employment without Cause; or (c) September 30, 2007 (the earliest of which isreferred to herein as the “Termination Date”), a period hereinafter referred to as the “TransitionPeriod”, the Executive has agreed to provide services to Moldflow as Senior Advisor to the ChiefExecutive Officer regarding matters related to the disposition of the MMS Division, implementationof the Company’s ERP system and such other matters as may be requested from time to time by theChief Executive Officer.     **2. ****Compensation and Benefits during Transition Period****.**          (a) During the Transition Period, the Executive shall receive his current basesalary, payable in accordance with Moldflow’s standard payroll practice. Executive will be eligibleto continue participating in Moldflow’s 401(k) plan, group medical and dental plans and othersimilar health and welfare plans, including the Company’s portable life insurance plan with Unum,during the Transition Period on the terms and conditions available to the other members of theCompany’s executive team.          (b) Upon completion of the FY2007 audit and after approval by the Board of Directorsor the appropriate committee thereof, Executive will also receive, if actually awarded, a bonus(the “FY07 Bonus”) pursuant to the terms of the Moldflow Corporation Cash Bonus Plan, which FY07Bonus will be calculated using the same financial and non-financial targets and final fiscal 2007actual financial and non-financial results as are applied to the other members of the executiveteam. The FY07 Bonus will be paid to Executive at the same time as the bonuses for FY07 are paid tothe other members of the Executive Team, it being agreed that if the Termination Date occurs priorto such payment based on the reason set forth in Section 1(a) hereof, then the Executive shallforfeit such FY07 Bonus.     **3. ****Transition**. The Executive agrees to fully cooperate in transitioning hiscurrent responsibilities to such Moldflow employees as determined by Moldflow. In addition, heagrees to sign,
 

 
execute, make and do all such deeds, documents, acts and things Moldflow may reasonablyrequire to effect such transition. The Executive and the Company agree that the Executive will notbe required to report to work after June 20, 2007 and that his duties shall be performed from timeto time upon the request of the Chief Executive Officer.     **4. ****Termination Payments****.**          (a) Termination Without Cause, Voluntarily Termination, or Termination onSeptember 30, 2007. On the Termination Date, Moldflow shall pay the Executive for all earnedsalary and accrued and unused vacation time as of that date. Moldflow will provide the Executivewith the following benefits, subject to signing by the Executive of a general release of claims ina form and manner satisfactory to the Company (the “Release”):          (i) Moldflow shall pay the Executive one times the sum of (a) the result of(x) his base salary in effect on the Termination Date which the parties agree to be$222,789, less (y) the actual amount of base salary paid to Executive between the date thatis 30 days from the date of this Agreement and the Date of Termination; and (b) a bonusamount which the parties agree to be $46,659. Because at the time of the Executive’sseparation from service within the meaning of Section 409A of the Internal Revenue Code of1986, as amended (the “Code”), the Executive will be considered a “specified employee”within the meaning of Section 409A(a)(2)(B)(i) of the Code, the payment described in thisSection 4(a)(i) shall not be paid prior to the date that is the earliest of (i) six monthsand one day after the Date of Termination, or (ii) the Executive’s death.          (ii) Beginning on the Termination Date, the Executive will be eligible toparticipate in Moldflow’s group medical and dental plans in accordance with the ConsolidatedOmnibus Budget Reconciliation Act of 1985 (“COBRA”). To continue medical and dentalinsurance coverage, the Executive must elect COBRA continuation coverage. If the Executiveelects COBRA continuation coverage and *provided*that he and his beneficiaries remaineligible for COBRA continuation coverage, Moldflow shall continue to pay for medical anddental insurance premiums for coverage of him and his beneficiaries to the same extent as ifhe had remained employed through the period determined by finding the result of (x) theperiod that is 12 months from the Termination Date, less (y) the number of whole monthsduring which the Executive actually received such benefits during the Transition Period inexcess of 30 days from the date of this Agreement. (For purposes of clarity in the eventthat the Date of Termination is September 30, 2007, then the total number of months shall be12 months less 2 months or 10 months). The Executive will be responsible for the remainingportion of such coverage as if he remained employed. If the Executive elects COBRAcontinuation coverage, he may continue coverage for himself and any beneficiaries at his ownexpense for the remainder of the COBRA period; to the extent he and they remain eligible.Executive may at his option continue his life insurance after the Termination Date bycontacting Unum directly.          (iii) Upon the Termination Date, in accordance with the provisions of theEmployment Agreement, all stock options which would otherwise vest over the next twelve (12)months shall immediately vest and become exercisable and, subject to the terms of theMoldflow Corporation 2000 Stock Option and Incentive Plan (the “Plan”), the Executive shallhave 12 months from the Termination Date or the remaining option term, if earlier, toexercise all such stock options. On the Termination Date, in accordance with the provisionsof the Employment Agreement, all repurchase rights and other restrictions on the shares ofRestricted Stock held by the Executive which would otherwise lapse over the next twelve (12)months shall immediately lapse. All other stock-based grants and awards held by theExecutive shall be canceled on the
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Termination Date in accordance with their terms. Executive understands and agrees thatthe exercise and sale of any stock options and shares of restricted stock shall be subjectto the terms of the Plan and applicable securities law and regulations, including theCompany’s insider trading policies. For purposes of this Section 4 (a)(iii) only, in theevent that the Termination Date is earlier than September 30, 2007 as a result of theCompany’s action in accordance with Section 1(b) hereof, then the acceleration of optionsand restricted stock referred to herein shall be calculated as if the Termination Date wasSeptember 30, 2007 and the twelve (12) months of acceleration shall be calculated from suchdate.     **5. ****Nondisparagement**. Executive agrees not to take any action or make anystatement, written or oral, to any current or former employee of the Company or to any other personwhich disparages or criticizes the Company, its management, or its practices or which disrupts orimpairs its normal operations, including but not limited to actions that would (a) harm thereputation of the Company with its clients, suppliers, or the public; or (b) interfere withexisting contractual or employment relationships with clients, suppliers or employees. The Companyshall instruct all employees whom it informs of the terms of this Agreement not to make anystatement, oral or written, that disparages or criticizes the Executive and, (a) that harms hisreputation with suppliers or prospective employers; or (b) interferes with his contractual oremployment relationships with others. These nondisparagement obligations shall not in any wayaffect the Executive’s or their obligation to testify truthfully in any legal proceeding.     **6. ****Return of Property****.**Executive confirms that, to the best of hisknowledge, he has returned to the Company all Company property, including, without limitation,computer equipment, software, keys and access cards, credit cards, files, customer lists, rolodexesand any documents (including computerized data and any copies made of any computerized data orsoftware) containing information concerning the Company, its business or its business relationships(in the latter two cases, actual or prospective). In the event that the Company agrees that theExecutive may retain some Company property until the Termination Date, the Executive agrees toreturn all such property on or prior to the Termination Date. In the event that the Executivediscovers that he continues to retain any such property, he shall return it to the Companyimmediately.     **7. ****Information Concerning Actual, Potential or Alleged FinancialIrregularities****.**Executive represents that he is not aware of any actual, potential or allegedfinancial irregularities or fraudulent activities concerning the Company. Consistent with thatrepresentation, he acknowledges that he will sign the quarterly representation letter requirednormally of the Chief Financial Officer, as such representation letter relates to matters occurringin the quarter and fiscal year while the Executive was Chief Financial Officer of the Company.     **8. ****Securities Law Compliance****.**Executive agrees to adhere to, and fullycooperate with the Company in complying with, (i) the securities law and related disclosurerequirements applicable to the Company and (ii) the Company’s policies in effect with respect toits executive officers and its employees generally. Executive acknowledges that his obligationsunder Section 15 of the Employment Agreement are also applicable to any investigations conducted bythe Company or any governmental body.     **9. ****Release of Claims**. In exchange for valuable consideration to which theExecutive acknowledges he is not otherwise eligible, he voluntarily and irrevocably releases anddischarges Moldflow, each related or affiliated entity, employee benefit plans, and thepredecessors, successors, and assigns of each of them, and each of their respective current andformer officers, directors, shareholders, employees, and agents (any and all of which are referredto as “Releasees”) generally from all charges, complaints, claims, promises, agreements, causes ofaction, damages, and debts that relate in any manner to the Executive’s employment with or servicesfor Moldflow, known or unknown (“Claims”), which he
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has, claims to have, ever had, or ever claimed to have had against any of the Releaseesthrough the date on which he executes this Agreement. This general release of Claims includes,without implication of limitation, all Claims related to the compensation provided to the Executiveby Moldflow, his transition and separation from Moldflow, his resignation from his position asExecutive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary,directorships, offices and other positions with Moldflow, or his activities on behalf of Moldflow,including, without implication of limitation, any Claims of wrongful discharge, breach of contract,breach of an implied covenant of good faith and fair dealing, tortious interference withadvantageous relations, any intentional or negligent misrepresentation, and unlawful retaliation ordiscrimination or deprivation of rights under the common law or any statute or constitutionalprovision (including, without implication of limitation, the Employee Retirement Income SecurityAct, the Sarbanes-Oxley Act of 2002, Title VII of the Civil Rights Act of 1964, the AgeDiscrimination in Employment Act, the Americans with Disabilities Act and Chapter 151B of theMassachusetts General Laws). The Executive also waives any Claim for reinstatement, damages of anynature, severance pay, attorney’s fees, or costs. Nothing in this general release shall beconstrued to bar or limit the Executive’s rights, if any, to his rights under this Agreement, or tochallenge the validity of this general release under the Age Discrimination in Employment Act.     The Executive explicitly acknowledge that because he is over forty (40) years of age, he hasspecific rights under the Age Discrimination in Employment Act (“ADEA”) and the Older WorkersBenefits Protection Act (“OWBPA”), which prohibit discrimination on the basis of age, and that therelease set forth in this section is intended to release any right that he may have to file a claimagainst Moldflow alleging discrimination on the basis of age.     It is Moldflow’s desire and intent to make certain that the Executive fully understands theprovisions and effects of this Transition Agreement. To that end, he has been encouraged and giventhe opportunity to consult with legal counsel for the purpose of reviewing the terms of thisTransition Agreement. Consistent with the provisions of ADEA and OWBPA, the Executive is beingprovided with twenty-one (21) days in which to consider and accept the terms of this TransitionAgreement by signing below and returning it to Carol Trask, Director of Human Resources. Inaddition, the Executive may rescind his assent to this Transition Agreement within seven (7) daysafter he signs it (the “Effective Date”). To do so, the Executive must deliver a notice ofrescission to Carol Trask. To be effective, such rescission must be hand delivered or postmarkedwithin the seven (7) day period and sent by certified mail, return receipt requested.     **10. ****Tax Treatment**. The Company shall undertake to make deductions,withholdings and tax reports with respect to payments and benefits under this Agreement to theextent that it reasonably and in good faith determines that it is required to make such deductions,withholdings and tax reports. Payments under this Agreement shall be in amounts net of any suchdeductions or withholdings. Nothing in this Agreement shall be construed to require the Company tomake any payments to compensate the Executive for any adverse tax effect associated with anypayments or benefits or for any deduction or withholding from any payment or benefit.     **11. ****Assignability**. This Transition Agreement shall not be assignable by theExecutive but, except to the foregoing extent, shall be binding on the parties hereto and theirrespective heirs, legal representatives, successors and assigns and shall inure to the benefit ofand be assumed by Moldflow’s successors and assigns.     **12. ****Amendments; Waivers**. This Transition Agreement and any exhibit attachedhereto may be amended only by agreement in writing of all parties. No waiver of any provision norconsent to any exception to the terms of this Agreement shall be effective unless in writing andsigned by the party to be bound and then only to the specific purpose, extent and instance soprovided.
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     **13. ****Integration**. This Transition Agreement, together with any exhibitconstitutes the entire agreement among the parties pertaining to the subject matter hereof andsupersedes all prior agreements and understandings of the parties in connection therewith, whetheroral or written; provided that Sections 4, 5, 6(c), 14, and 15 of the Employment Agreement remainin full force and effect.     **14. ****Choice of Law; Forum****.**This Transition Agreement shall be governed byand construed in accordance with the laws of the Commonwealth of Massachusetts, and shall in allrespects be interpreted, enforced and governed under the internal laws of the Commonwealth withoutgiving effect to the principles of conflict of law.Moldflow Corporation             /s/ Roland Thomas By: Roland Thomas     6/20/07 Date  Title: President and CEO             /s/ Christopher L. Gorgone     6/20/07         Christopher L. Gorgone   Date  
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