**EXHIBIT 10.24*****CHANGE OF CONTROL AGREEMENT***     This CHANGE OF CONTROL AGREEMENT (“Agreement”) is made as of the 13th day of December, 2006between **Moldflow Corporation**, a Delaware corporation (the “Company”), and Gregory W. Magoon(“Employee”).     *WHEREAS*, the Company and the Employee desire that the Employee receive certain benefits in theevent that his employment with the Company is terminated at or following a change of control of theCompany.     *NOW, THEREFORE,*in consideration of the mutual covenants and agreements herein contained andother good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,the parties agree as follows:***1. Position and Duties***. As of the date of this Agreement, Employee is serving as the CorporateController and has such duties as may from time to time be prescribed by the Chief ExecutiveOfficer or the Chief Financial Officer of the Company. Employee and the Company agree that hisposition, title and duties may change from time to time and that the terms of this Agreement arenot dependent on any specific position, title or duties. Employee’s annual compensation plan shallbe determined in the normal course of business by the Company and shall not be modified by anythingin this Agreement. This Agreement is not designed as a guarantee or contract of employment andMoldflow and Employee retains all rights to terminate the employment relationship for any reason atany time.***2. Change of Control Benefit:***In the event that within six months of the closing of a Change ofControl, Employee’s employment with Moldflow Corporation or any entity that assumes this Agreementas part of any Change of Control is terminated by Moldflow or such assuming entity for any reasonother than for gross negligence or willful misconduct, then Employee will be entitled to thefollowing benefits: a. Upon termination and subject to the signing by Employee of a release inthe form presented by the Company or any successor entity, Employee will beentitled to receive: i. An amount equal to 24 weeks of his current basesalary.  ii. An amount equal to Employee’s current “at plan”bonus.  iii. The amounts determined pursuant to Section (a) (i)and (a) (ii) shall be referred to the Termination Amount, whichTermination Amount shall be paid in a lump sum within 30 days followingthe effective date of the release. b. In addition to payment of the Termination Amount, the Employee mayelect to continue the current group medical and dental insurance coverage for up to18 months following the termination date provided that Employee or his eligibledependent(s) remain eligible for such coverage under the federal law known as“COBRA.” If Employee elects such continuation coverage and remains eligible, theCompany, or successor company, would continue to pay on his behalf for 24 weeksfollowing the Termination Date, 100% of the medical and dental premiums that itpays for active employees with the same coverage (the “Benefit Continuation”).  c. The payment of the Termination Amount and the Benefit Continuation willbe subject to all required withholdings and tax payments and is payable subject tothe continued compliance by Employee with the terms of the Confidentiality,Non-Solicitation and
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   Non-Compete Agreement dated March 8, 2001. To the extentrequired by Section 409A of the Internal Revenue Code and the regulations thereunder to avoid imposition ofthe 20% additional tax, the Termination Amount may be delayed until at least six (6)months after the date of termination.***3. Change in Control:***For purposes of this Agreement, **“Change in Control”**shall mean any ofthe following: a. any “person,” as such term is used in Sections 13(d) and 14(d) of theSecurities Exchange Act of 1934, as amended (the “Act”) (other than the Company,any of its subsidiaries, or any trustee, fiduciary or other person or entityholding securities under any employee benefit plan or trust of the Company or anyof its subsidiaries), together with all “affiliates” and “associates” (as suchterms are defined in Rule 12b-2 under the Act) of such person, shall become the“beneficial owner” (as such term is defined in Rule 13d-3 under the Act), directlyor indirectly, of securities of the Company representing forty percent (40%)or moreof either (A) the combined voting power of the Company’s then outstandingsecurities having the right to vote in an election of the Company’s Board (“VotingSecurities”) or (B) the then outstanding shares of Company’s common stock, parvalue $0.01 per share (“Common Stock”) (other than as a result of an acquisition ofsecurities directly from the Company); or  b. persons who, as of the Commencement Date, constitute the Company’sBoard (the “Incumbent Directors”) cease for any reason, including, withoutlimitation, as a result of a tender offer, proxy contest, merger or similartransaction, to constitute at least a majority of the Board, provided that anyperson becoming a director of the Company subsequent to the Commencement Date shallbe considered an Incumbent Director if such person’s election was approved by orsuch person was nominated for election by a vote of at least a majority of theIncumbent Directors; but provided further, that any such person whose initialassumption of office is in connection with an actual or threatened election contestrelating to the election of members of the Board or other actual or threatenedsolicitation of proxies or consents by or on behalf of a person other than theBoard, including by reason of agreement intended to avoid or settle any such actualor threatened contest or solicitation, shall not be considered an IncumbentDirector; or  c. the stockholders of the Company shall approve (A) any consolidation ormerger of the Company where the stockholders of the Company, immediately prior tothe consolidation or merger, would not, immediately after the consolidation ormerger, beneficially own (as such term is defined in Rule 13d-3 under the Act),directly or indirectly, shares representing in the aggregate more than fiftypercent (50%) of the voting shares of the Company issuing cash or securities in theconsolidation or merger (or of its ultimate parent corporation, if any), (B) anysale, lease, exchange or other transfer (in one transaction or a series oftransactions contemplated or arranged by any party as a single plan) of all orsubstantially all of the assets of the Company or (C) any plan or proposal for theliquidation or dissolution of the Company.     Notwithstanding the foregoing, a “Change of Control” shall not be deemed to haveoccurred for purposes of the foregoing clause (a) solely as the result of an acquisition ofsecurities by the Company which, by reducing the number of shares of Common Stock or other VotingSecurities outstanding, increases the proportionate number of shares beneficially owned by anyperson to forty percent (40%) or more of either (A) the combined voting power of all of the thenoutstanding Voting Securities or
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(B) Common Stock; provided, however, that if anyperson referred to in this sentence shall thereafter become the beneficial owner of any additionalshares of Voting Securities or Common Stock (other than pursuantto a stock split, stock dividend, or similar transaction or as a result of an acquisition ofsecurities directly from the Company) and immediately thereafter beneficially owns forty percent(40%) or more of either (A) the combined voting power of all of the then outstanding VotingSecurities or (B) Common Stock, then a “Change of Control” shall be deemed to have occurred forpurposes of the foregoing clause (a).***4. Notice***. For purposes of this Agreement, notices and all other communications provided for inthe Agreement shall be in writing and shall be deemed to have been duly given when delivered ormailed by United States certified mail, return receipt requested, postage prepaid, addressed asfollows:if to the Employee:At his home address as shown