**Exhibit 10.26*****EXECUTIVE EMPLOYMENT AGREEMENT***     This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of the 7th day of September, 2006between **Moldflow Corporation**, a Delaware corporation (the “Company”), and **G. Fred Humbert**(“Executive”).     *WHEREAS*, the Company desires to employ Executive and Executive desires to be employed by theCompany on the terms contained herein.     *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. Employment***. The term of this Agreement shall extend from the date hereof (the“Commencement Date”) until the first anniversary of the Commencement Date and shall automaticallybe extended for one additional year on each anniversary thereafter unless, not less than 30 daysprior to each such date, either party shall have given notice that it does not wish to extend thisAgreement; provided, further, that following a Change in Control or Transfer of Business the termof this Agreement shall continue in effect for a period of not less than twelve (12) months beyondthe month in which the Change in Control or Transfer of Business occurred. The term of thisAgreement shall be subject to termination as provided in Paragraph 6 and may be referred to hereinas the “Period of Employment.”***2. Position and Duties***. During the Period of Employment, Executive shall serve as theSenior Vice President and General Manager of the Manufacturing Solutions business unit(“**MMS Business Unit**”) and shall have such duties as may from time to time be prescribed by theChief Executive Officer or the Board of Directors of the Company (the “Board”). Executive shalldevote his full working time and efforts to the business and affairs of the Company.**3.*****Compensation and Related Matters.***     ***(a) Base Salary and Incentive Compensation****.*Executive’s initial annual base salaryshall be $218,000. Executive’s base salary shall be redetermined annually by the Chief ExecutiveOfficer, the Board or a Committee thereof. The annual base salary in effect at any given time isreferred to herein as “Base Salary.” The Base Salary shall be payable in a manner consistent withthe general payroll policy of the Company. In addition to Base Salary, Executive shall be eligibleto participate in such incentive compensation plans and Employee Benefit Plans as may be availableto employees from time to time and as determined by the Chief Executive Officer or the Board ofDirectors. As used herein, the term “Employee Benefit Plans” includes, without limitation, each pension and retirement plan;supplemental pension, retirement and deferred compensation plan; savings and profit-sharing plan;stock ownership plan; stock purchase plan; stock option plan; life insurance plan; medicalinsurance plan; disability plan; and health and accident plan or arrangement established andmaintained by the Company.     ***(b) Vacations***. Executive shall be entitled to twenty (20) paid vacation days in each fiscalyear, which shall be accrued ratably during the fiscal year, and Executive shall also be
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entitled to all paid holidays given by the Company to its executives. Executive shall be entitledto additional vacation based on any policy of the Company that provides for additional vacationbased on years of service or other criteria.     ***(c) Indemnification and Directors’ and Officers’ Insurance.***During Executive’s employment andfor the period of time following termination of the Executive for any reason during which timeExecutive could be subject to any claim based on his position in the Company, Executive shallreceive the maximum indemnification protection from the Company as permitted by the Company’sby-laws and shall receive directors’ and officers’ insurance coverage equivalent to that which isprovided to any other director or officer of the Company.***4. Unauthorized Disclosure***. Executive acknowledges that in the course of his employment with theCompany and the predecessor to the Company’s MMS Business Unit, he has and will continue to bebrought into frequent contact with, has had and will continue to have access to and become informedof confidential and proprietary information of the Company’s and its affiliates’, and particularlythe MMS Business Unit’s, business affairs, information, trade secrets, and other matters which areof a proprietary or confidential nature, including but not limited to, methods of operations,business opportunities, business methods and processes, price and cost information, finance,customer information, product and service development information, production methodologies andprocesses, business plans, various sales techniques, manuals, letters, notebooks, procedures,reports, products, processes, services, and other confidential information and knowledge(collectively the “Confidential Information”). Executive understands and acknowledges that suchConfidential Information is confidential, and he agrees not to disclose such ConfidentialInformation to anyone outside the Company except to the extent that (i) Executive deems suchdisclosure or use reasonably necessary or appropriate in connection with performing his duties onbehalf of the Company; (ii) Executive is required by order of a court of competent jurisdiction (bysubpoena or similar process) to disclose or discuss any Confidential Information, provided that insuch case, Executive shall promptly inform the Company of such event, shall cooperate with theCompany in attempting to obtain a protective order or to otherwise restrict such disclosure, andshall only disclose Confidential Information to the minimum extentnecessary to comply with any such court order; or (iii) such Confidential Information becomesgenerally known to and available for use in the Company’s industry, other than as a result of anyaction or inaction by Executive. Executive further agrees that he will not during employment and/orat any time thereafter use such Confidential Information in competing, directly or indirectly, withthe Company. At such time as Executive shall cease to be employed by the Company, he willimmediately turn over to the Company all Confidential Information, including papers, documents,writings, electronically stored information, other property, and all copies of them provided to orcreated by him during the course of his employment with the Company. The foregoing provisions shallbe binding upon Executive’s heirs, successors, and legal representatives and shall survive thetermination of this Agreement for any reason.***5. Covenants****.*Executive acknowledges and agrees that in his capacity of General Manager of the MMSBusiness Unit and his prior capacity as a lead salesperson of the MMS Business Unit and itspredecessor, he has learned significant Confidential Information about the products and services ofthe MMS Business Unit and that his duties on behalf of the MMS Business Unit have required him tolearn significant Confidential Information about the business of the
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Company. Executive further acknowledges and agrees that installing the MMS Business Unit’s productsand services at customer sites requires close integration of all of the company’s products andservices with customers’ manufacturing processes and that, as a result, Executive additionally haslearned Confidential Information about the Company’s customers. The Executive recognizes thatattempting to sell products and services that compete with the company’s products and servicesinevitably would require the Executive to use and disclose Confidential Information. Inconsideration for Executive’s employment by the Company under the terms provided in this Agreementand as a means to aid in the performance and enforcement of the terms of the provisions ofParagraph 4, Executive agrees that during the term of Executive’s employment with the Company andfor a period of twelve (12) months thereafter, regardless of the reason for termination ofemployment, Executive will not directly or indirectly:     ***(a) ***solicit or induce any present or future employee of the Company or any affiliate of theCompany to accept employment with Executive or with any business, operation, corporation,partnership, association, agency, or other person or entity with which Executive may be associated,and Executive will not knowingly employ or cause any business, operation, corporation, partnership,association, agency, or other person or entity with which Executive may be associated to employ anypresent or future employee of the Company without providing the Company with ten (10) days’ priorwritten notice of such proposed employment; and     ***(b) ***(i) solicit the business or patronage of any customer of the Company for any other personor entity, (ii) divert, entice, or otherwise take away from the Company the business or patronage of any customer of the Company or attempt to do so, or (iii) solicit orinduce any customer of the Company to terminate or reduce its relationship with the Company.     Should Executive violate any of the provisions of this Paragraph, then in addition to allother rights and remedies available to the Company at law or in equity, the duration of thiscovenant shall automatically be extended for the period of time from which Executive began suchviolation until he permanently ceases such violation.***6. Termination***. Except for termination as specified in Subparagraph 6(a), any termination ofExecutive’s employment by the Company or any such termination by Executive shall be communicated bywritten notice of termination to the other party hereto (“**Notice of Termination**”). Executive’semployment hereunder may be terminated without any breach of this Agreement under the followingcircumstances:     (a) ***Death***. Executive’s employment hereunder shall terminate upon his death.     (b) ***Disability****.*If, as a result of Executive’s incapacity due to physical or mentalillness, Executive shall have been unable to perform the material duties of his position for onehundred eighty (180) calendar days in the aggregate in any twelve (12) month period, the Companymay terminate Executive’s employment hereunder.     ***(c) Termination by Company For Cause***. At any time during the Period of Employment, the Companymay terminate Executive’s employment hereunder for Cause if such termination is approved by notless than a majority of the Board. For purposes of this Agreement, “Cause” shall mean: (A) conductby Executive constituting a material act of willful
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misconduct in connection with the performance of his duties; (B) criminal or civil conviction ofExecutive, a plea of nolo contendere by Executive or conduct by Executive that would reasonably beexpected to result in material injury to the reputation of the Company if he were retained in hisposition with the Company; (C) continued, willful and deliberate non-performance by Executive ofhis duties hereunder (other than by reason of Executive’s physical or mental illness, incapacity ordisability) which has continued for more than thirty (30) days following written notice of suchnon-performance from the Board; or (D) a breach by Executive of any of the provisions contained inParagraphs 4 and 5 of this Agreement.     ***(d) Termination Without Cause***. At any time during the Period of Employment, the Company mayterminate Executive’s employment hereunder without Cause if such termination is approved by amajority of the Company’s Board of Directors. Any termination by the Company of Executive’semployment under this Agreement which does not constitute a termination for Cause underSubparagraph 6(c) or result from the death or disability of the Executive under Subparagraph 6(a) or (b) or result from a Transferof Business (as defined herein), shall be deemed a termination without Cause. If the Companyprovides notice to Executive under Paragraph 1 that it does not wish to extend the Period ofEmployment, such action shall be deemed a termination without Cause.     ***(e) Termination by Executive***. At any time during the Period of Employment, Executive mayvoluntarily terminate his employment hereunder. At any time after the earlier to occur of a Changeof Control (as defined herein) or a Transfer of Business (as defined herein), Executive mayterminate his employment hereunder for Good Reason upon thirty (30) days’ written notice to theCompany describing with particularity the Executive’s basis for asserting Good Reason unless theCompany cures the Good Reason within thirty (30) days of receipt. If Executive provides notice tothe Company under Paragraph 1 that he does not wish to extend the Period of Employment, such actionshall be deemed a voluntary termination by Executive and one without Good Reason. For purposes ofthis Agreement, “Good Reason” shall mean: (A) a substantial diminution or other substantive adversechange, not consented to by Executive, in the nature or scope of Executive’s responsibilities,authorities, powers, functions or duties; (B) any removal, during the Period of Employment, fromExecutive of his title as set forth in paragraph 2 of this Agreement; (C) an involuntary reductionin Executive’s Base Salary except for across-the-board reductions similarly affecting all orsubstantially all management employees; (D) a breach by the Company of any of its other materialobligations under this Agreement and the failure of the Company to cure such breach within thirty(30) days after written notice thereof by Executive; (E) the involuntary relocation of theCompany’s offices at which Executive is principally employed or the involuntary relocation of theoffices of Executive’s primary workgroup to a location more than thirty (30) miles from suchoffices, or the requirement by the Company that Executive be based anywhere other than theCompany’s offices at such location on an extended basis, except for required travel on theCompany’s business to an extent substantially consistent with Executive’s business travelobligations; or (F) the failure of the Company to obtain the agreement from any successor to theCompany to assume and agree to perform this Agreement as required by Paragraph 10.     ***(f) Date of Termination***. “Date of Termination” shall mean: (A) if Executive’s employment isterminated by his death, the date of his death; (B) if Executive’s employment is terminated underSubparagraph 6(b) or under Subparagraph 6(c), the date on which Notice of
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Termination is given; (C) if Executive’s employment is terminated by the Company under Subparagraph6(d), thirty (30) days after the date on which a Notice of Termination is given; and (D) ifExecutive’s employment is terminated by Executive under Subparagraph 6(e), thirty (30) days afterthe date on which a Notice of Termination is given, unless the Company cures the Good Reason event,if any, prompting the Executive to issue a Notice of Termination.***7. Compensation Upon Termination or During Disability***.     ***(a) ***If Executive’s employment terminates by reason of his death, the Company shall, withinninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate ina notice filed with the Company or, if no such person is designated, to Executive’s estate,Executive’s accrued and unpaid Base Salary, plus accrued vacation, to the date of his death, plushis accrued and unpaid incentive compensation, provided that any bonus payment, if any, underSubparagraph 3(a) that is earned with respect to any financial period but which has not yet beenauthorized for payment by the Board of Directors or any committee thereof, which shall be paid ifand when it is so authorized by the Board of Directors. Upon the death of Executive, (i) all stockoptions that are granted to the Executive on or after the date of this Agreement, which wouldotherwise vest over the next twelve (12) months shall immediately vest in Executive’s estate orother legal representatives and become exercisable, and Executive’s estate or other legalrepresentatives shall have twelve (12) months from the Date of Termination or the remaining optionterm, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchaserights and other restrictions on the shares of Restricted Stock that are granted to the Executiveon or after the date of this Agreement held by the Executive which would otherwise lapse over thenext twelve (12) months shall immediately lapse. All other stock-based grants and awards held byExecutive shall be canceled upon the death of Executive in accordance with their terms. For aperiod of one (1) year following the Date of Termination, the Company shall pay such health anddental insurance premiums as may be necessary to allow Executive’s spouse and dependents to receivehealth and dental insurance coverage substantially similar to coverage they received immediatelyprior to the Date of Termination. In addition to the foregoing, any payments to which Executive’sspouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paidin accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shallfully discharge the Company’s obligations hereunder.     ***(b) ***During any period while the Executive remains employed but fails to perform his dutieshereunder as a result of incapacity due to physical or mental illness, Executive shall continue toreceive his accrued and unpaid Base Salary, plus accrued vacation, and accrued and unpaid incentivecompensation (including any bonus payment, if any, under Subparagraph 3(a) that is earned withrespect to any financial period but which has not yet been authorized for payment by the Board ofDirectors or any committee thereof, which shall be paid if and when it is so authorized by theBoard of Directors), until Executive’s employment is terminated due to disability in accordancewith Subparagraph 6(b). Upon the Date of Termination, (i) all stock options that are granted to theExecutive on or after the date of this Agreement which would otherwise vest over the next twelve(12) months shall immediately vest and become exercisable, and Executive shall have twelve (12)months from the Date of Termination or the remaining option term, if earlier,to exercise all such stock options granted to Executive and (ii) all repurchase rights andother restrictions on the shares of Restricted Stock that are granted to the
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Executive on or after the date of this Agreement held by the Executive which would otherwise lapseover the next twelve (12) months shall immediately lapse. All other stock-based grants and awardsheld by Executive shall vest or be canceled upon the Date of Termination in accordance with theirterms. For a period of one (1) year following the Date of Termination, the Company shall pay suchhealth and dental insurance premiums as may be necessary to allow Executive and Executive’s spouseand dependents to receive health and dental insurance coverage substantially similar to coveragethey received prior to the Date of Termination. In addition to the foregoing, any payments to whichExecutive may be entitled under any employee benefit plan shall also be paid in accordance with theterms of such plan or arrangement.     ***(c) ***If Executive’s employment is terminated by Executive then the Company shall, through theDate of Termination, pay Executive his accrued and unpaid Base Salary plus accrued vacation, at therate in effect at the time Notice of Termination is given. Thereafter, theCompany shall have no further obligations to Executive except as otherwise expressly provided underthis Agreement. In addition, all vested but unexercised stock options held by Executive as of theDate of Termination must be exercised by Executive within three (3) months following the Date ofTermination or by the end of the option term, if earlier. All other stock-based grants and awardsheld by Executive shall vest or be canceled upon the Date of Termination in accordance with theirterms.     ***(d) ***If Executive’s employment is terminated by the Company without Cause as provided inSubparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive hisaccrued and unpaid Base Salary, plus accrued vacation, at the rate in effect at the time Notice ofTermination is given and his accrued and unpaid incentive compensation (including any bonuspayment, if any, under Subparagraph 3(a) that is earned with respect to any financial period butwhich has not yet been authorized for payment by the Board of Directors or any committee thereof,which shall be paid if and when it is so authorized by the Board of Directors). In addition,subject to signing by Executive of a general release of claims in a form and manner satisfactory tothe Company (a “Release”), the Company shall provide the following benefits to Executive:     (i) The Company shall pay Executive an amount equal one (1) times the sum of (A)Executive’s Base Salary in effect on the Date of Termination and (B) the Executive’saverage annual bonus or other variable cash compensation (including commissions) over thefive (5) fiscal years immediately prior to the year of termination (the “TerminationAmount”). The Termination Amount shall be calculated by the Company within ten (10)business days following the Date of Termination and communicated to the Executive inwriting and shall then be paid out in a lump sum within 30 days following the effectivedate of the Release, subject to Paragraph 11 below.     (ii) Upon the Date of Termination, (i) all stock options that are granted to theExecutive on or after the date of this Agreement which would otherwise vest over the nexttwelve (12) months shall immediately vest and become exercisable, and Executive shall havetwelve (12) months from the Date of Termination or the remaining option term, if earlier,to exercise all such stock options granted to Executive and (ii) all repurchase rights andother restrictions on the shares of Restricted Stock that are granted to the Executive onor after the date of this Agreement held by the Executive which
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would otherwise lapse over the next twelve (12) months shall immediately lapse. All otherstock-based grants and awards held by Executive shall be canceled upon the Termination Datein accordance with their terms.     (iii) The Company shall, for so long as the Executive, his spouse and beneficiariesremain eligible for continuation coverage under the law know as COBRA, but not for longerthan a period of one (1) year commencing on the Date of Termination, pay such health anddental insurance premiums as may be necessary to allow Executive and Executive’s spouse anddependents to continue to receive health and dental insurance coverage substantiallysimilar to coverage they received prior to the Date of Termination. In addition to theforegoing, any payments to which Executive may be entitled under any employee benefit planshall also be paid in accordance with the terms of such plan or arrangement.     ***(e) ***If Executive’s employment is terminated by the Company for Cause as provided inSubparagraph 6(c), then the Company shall, through the Date of Termination, pay Executive hisaccrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given.Thereafter, the Company shall have no further obligations to Executive except as otherwiseexpressly provided under this Agreement. In addition, all stock options held by Executive as of theDate of Termination shall cease to vest as of the Date of Termination and Executive shall have 30days from the Date of Termination or the remaining option term, if earlier, to exercise all suchvested stock options. All other stock-based grants and awards held by Executive shall be canceledupon the Termination Date in accordance with their terms.     ***(f) ***Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed soas to affect Executive’s rights or the Company’s obligations relating to agreements or benefitsthat are unrelated to termination of employment.***8. Change in Control and Transfer of Business Benefit****.*     ***(a) Change in Control***. Upon a Change of Control of the Company the followingprovisions shall apply in lieu of, and expressly supersede, the provisions of Subparagraph 7(d).     (i) In the event that within 12 months following a Change of Control, the Executiveterminates his employment for Good Reason or if the Executive’s employment is terminated bythe Company without Cause and subject to the Executive’s entry into a Release, the Companyshall pay Executive an amount equal to 1.5 times the sum of (A) Executive’s Base Salary and(B) the Executive’s cash bonus or other variable cash compensation (including commissions)that would be payable to the Executive during the fiscal year in which the Change ofControl occurred if the Company and the Executive had met all of the targets required for afull payment of such cash bonus or other variable cash compensation (collectively, the“Severance Amount”); and, for so long as the Executive, his spouse and beneficiaries remaineligible for continuation coverage under the law know as COBRA, but not for longer than aperiod of one (1) year commencing on the Date of Termination, pay such health and dentalinsurance premiums as may be necessary to allow Executive, Executive’s spouse anddependents to continue to receive health and dental insurance coverage substantiallysimilar to the coverage they received
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prior to the Date of Termination. The Severance Amount shall be calculated by the Companywithin ten (10) business days following the Date of Termination and communicated to theExecutive in writing and shall then be paid out in a lump sum within 30 days after theeffective date of the Release, subject to Paragraph 11 below. For purposes of thisAgreement, “Base Salary” shall mean the annual Base Salary in effect on the Date ofTermination. Furthermore, in the event Executive terminates his employment for Good Reasonas provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if heprovides the Notice of Termination provided for in Paragraph 6 within sixty (60) days afterthe occurrence of the event or events which constitute such Good Reason as specified inSubparagraph 6(e); and     (ii) Notwithstanding anything to the contrary in any applicable option agreement orstock-based award agreement, upon a Change in Control, all stock options and otherstock-based awards that are granted to the Executive shall immediately accelerate andbecome exercisable or non-forfeitable as of the effective date of such Change in Control.Executive shall also be entitled to any other rights and benefits with respect tostock-related awards, to the extent and upon the terms provided in the employee stockoption or incentive plan or any agreement or other instrument attendant thereto pursuant towhich such options or awards were granted.     ***(b) Transfer of Business.***In the event that at any time the Company engages in aTransfer of Business which is not a Change of Control, as defined herein, the followingprovisions shall apply in lieu of, and expressly supersede, the provisions of Subparagraph 7(d). (i) Upon the closing of any such Transfer of Business, subject to signing by Executive ofa Release, the Company shall either pay directly or arrange for the direct payment toExecutive of a bonus payment of $62,000, which shall be paid in a lump sum to Executiveupon the closing of the Transfer of Business.  (ii) Upon the closing of any such Transfer of Business (i) all stock options that aregranted to the Executive on or after the date of this Agreement shall immediately vest andbecome exercisable, and Executive shall have twelve (12) months from the Date ofTermination or the remaining option term, if earlier, to exercise all such stock optionsgranted to Executive and (ii) all repurchase rights and other restrictions on the sharesof Restricted Stock that are granted to the Executive on or after the date of thisAgreement held by the Executive shall immediately lapse.  (iii) In addition to the foregoing, subject to signing by Executive of a Release,Executive shall be entitled to certain other benefits in the event that his employment isterminated at the time of or following a Transfer of Business, as set forth below: 1. In the event that within 12 months following a Transfer of Business, the Executiveterminates his employment for Good Reason or if the Executive’s
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   employment is terminated by the acquiring company without Cause, the Company shall pay theExecutive an amount equal to 1 times the sum of (A) Executive’s Base Salary and (B) theExecutive’s cash bonus or other variable cash compensation (including commissions) thatwould be payable to the Executive during the fiscal year in which the Transfer of Businessoccurred if the Company and the Executive had met all of the targets required for a fullpayment of such cash bonus or other variable cash compensation (collectively, the“Severance Amount”).  2. In the event that at the time of a Transfer of Business, the Executive’s employmentis terminated without Cause, the Company or the acquiring company shall pay the Executivean amount equal to 1 times Executive’s Base Salary (the “Severance Amount”).  3. In the event of termination of employment pursuant to item 1 or 2 of this section,for so long as the Executive, his spouse and beneficiaries remain eligible forcontinuation coverage under the law know as COBRA, but not for longer than a period of one(1) year commencing on the Date of Termination, the Company or the acquiring company willpay such health and dental insurance premiums as may be necessary to allow Executive,Executive’s spouse and dependents to continue to receive health and dental insurancecoverage substantially similar to the coverage they received prior to the Date ofTermination. The Severance Amount shall be calculated by the Company within ten (10)business days following the date of closing of the termination of employment and communicated to theExecutive in writing and shall then be paid out in a lump sum within 30 days after theeffective date of the Release, subject to Paragraph 11 below. For purposes of thisAgreement, “Base Salary” shall mean the annual Base Salary in effect on the date of theTransfer of Business.     ***(c) Definitions***. For purposes of this Agreement, the following terms shall have the followingmeanings:     **(i) “Change in Control”**shall mean any of the following:     (a) any “person,” as such term is used in Sections 13(d) and 14(d) of the SecuritiesExchange Act of 1934, as amended (the “Act”) (other than the Company, any of itssubsidiaries, or any trustee, fiduciary or other person or entity holding securities underany employee benefit plan or trust of the Company or any of its subsidiaries), togetherwith all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under theAct) of such person, shall become the “beneficial owner” (as such term is defined in Rule13d-3 under the Act), directly or indirectly, of securities of the Company representingforty percent (40%)or more of either (A) the combined voting power of the Company’s thenoutstanding securities having the right to vote in an election of the Company’s Board(“Voting Securities”) or (B) the then outstanding shares of Company’s common stock, par
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value $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’s Board (the“Incumbent Directors”) cease for any reason, including, without limitation, as a result ofa tender offer, proxy contest, merger or similar transaction, to constitute at least amajority of the Board, provided that any person becoming a director of the Companysubsequent to the Commencement Date shall be considered an Incumbent Director if suchperson’s election was approved by or such person was nominated for election by a vote of atleast a majority of the Incumbent Directors; but provided further, that any such personwhose initial assumption of office is in connection with an actual or threatened electioncontest relating 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 the Board,including by reason of agreement intended to avoid or settle any such actual or threatenedcontest or solicitation, shall not be considered an Incumbent Director; or     (c) the stockholders of the Company shall approve (A) any consolidation or merger ofthe Company where the stockholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidationor merger, beneficially own (as such term is defined in Rule 13d-3 under the Act),directly or indirectly, shares representing in the aggregate more than fifty percent (50%)of the voting shares of the Company issuing cash or securities in the consolidation ormerger (or of its ultimate parent corporation, if any), (B) any sale, lease, exchange orother transfer (in one transaction or a series of transactions contemplated or arranged byany party as a single plan) of all or substantially all of the assets of the Company or(C) any plan or proposal for the liquidation or dissolution of the Company.     Notwithstanding the foregoing, a “Change of Control” shall not be deemed to have occurred forpurposes of the foregoing clause (a) solely as the result of an acquisition of securities by theCompany which, by reducing the number of shares of Common Stock or other Voting Securitiesoutstanding, increases the proportionate number of shares beneficially owned by any person toforty percent (40%) or more of either (A) the combined voting power of all of the then outstandingVoting Securities or (B) Common Stock; provided, however, that if any personreferred to in this sentence shall thereafter become the beneficial owner of any additional sharesof Voting Securities or Common Stock (other than pursuant to a stock split, stock dividend, orsimilar transaction or as a result of an acquisition of securities directly from the Company) andimmediately thereafter beneficially owns forty percent (40%) or more of either (A) the combinedvoting power of all of the then outstanding Voting Securities or (B) Common Stock, then a “Changeof Control” shall be deemed to have occurred for purposes of the foregoing clause (a).     **(ii) “Transfer of Business”**shall mean the closing date of any transaction or relatedseries or combination of transactions whereby the Company’s MMS Business
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Unit is acquired by a third party in a sale or exchange of stock, merger or consolidation,sales of assets, or other similar transaction not in the ordinary course of the Company’sbusiness. A Transfer of Business shall not include any transaction related to the Company’sMMS Business Unit in the event that such transaction is part of a Change of Control.***9. Notice***. For purposes of this Agreement, notices and all other communications provided for in theAgreement shall be in writing and shall be deemed to have been duly given when delivered or mailedby United States certified mail, return receipt requested, postage prepaid, addressed as follows:     if to the Executive:At his home address as shown