Exhibit 10.1


 


February 28, 2005


 


John A. Mongelluzzo


7875 Shawnee Run Road


Cincinnati, Ohio 45243


 


 


Dear John,


 


On
behalf of MSC.Software Corporation, I am pleased to offer you the position of
Senior Vice President - Business Strategy & Operations, Secretary and
General Counsel. This position reports to Bill Weyand, Chairman and CEO, and is
located in Santa Ana, CA.


 


We
are offering you a base salary of $275,000 annually, paid semi-monthly.  You will also be paid a one-time signing
bonus of $25,000 promptly following your acceptance of this position.  In addition, you will also be eligible to
participate in the Executive Bonus Program that is targeted at 50% of your base
salary.  All payments will be subject to
required tax withholding and other authorized deductions.


 


As
part of your overall compensation package, you will receive stock options
covering 150,000 shares of MSC.Software common stock, granted upon Board
approval (such options to have a per share exercise price equal to the fair
market value of a share of our stock on that date). Additionally, as a
continuing MSC executive, you will receive a grant of stock options covering
50,000 shares of MSC.Software common stock upon the 1st anniversary
of your start date (such options to have a per share exercise price equal to
the fair market value of a share of our stock on that date).


 


You
will also be granted, upon Board approval, (1) a one-time special right to
purchase 50,000 shares of restricted MSC.Software common stock at a per share
price of $10.00, such right exercisable only for 10 business days after your
start date, and (2) 30,000 performance stock units related to MSC.Software
common stock.


 





















 


The
options will be subject to the terms and conditions of the MSC.Software
Corporation 2001 Stock Option Plan and the terms and conditions of a stock
option agreement to be prepared by MSC.Software (which will be in substantially
the form of stock option agreement currently used by MSC.Software with respect
to ordinary employee stock option grants under such plan).  (Such terms and conditions include, without
limitation, vesting requirements, termination provisions, and adjustment
provisions with respect to stock splits and similar events).  MSC may, however, grant your options under
its authority to make option grants other than under the 2001 Stock Option
Plan, in which case your options will be subject to substantially the same
terms and conditions as had they actually been granted under the 2001 Stock
Option Plan.  Your restricted stock
purchase right will be subject to the terms and conditions of a restricted
stock purchase agreement to be prepared by MSC.Software (which will include
customary investment representations and a 1-year cliff vesting requirement
pursuant to which MSC.Software will have the right to repurchase (at the lower
of the price you pay for the shares or the then fair market value of the
shares) the shares if your employment terminates for any reason before the
first anniversary of your hire date. 
Your performance stock units will be subject to the terms and conditions
of a performance stock unit agreement to be prepared by MSC.Software (which
will include customary investment representations, a vesting requirement, and
termination of the units to the extent not previously vested if your employment
terminates).  In general, the performance
stock units will vest only if (1) during the next two years, the closing price
or last price, as applicable, per share of MSC.Software common stock as
reported on the composite tape for securities listed on either the New York
Stock Exchange or the NASDAQ National Market equals or exceeds $17.00 for each
of at least 30 consecutive trading days, or (2) MSC.Software is sold in a
transaction that results in a majority change in ownership of the company and
in which the value of the per-share consideration received by the holders of
the MSC.Software common stock in respect of such sale equals or exceeds $17.00.


 


You
are eligible to receive Executive Company Benefits, (including medical,
deferred compensation, and participation in our Auto allowance program) as in
effect from time to time.  Your monthly
auto allowance will be $1080.00 per month. 
In addition, your Paid Time Off (PTO) bank accrues each pay period to a
maximum of 20 days per year.


 


Based
upon successful achievement of mutually agreed upon performance objectives
within initial six (6) months of employment, the CEO will recommend to Board
promotion to EVP.


 


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If
you are made a party of any legal proceeding by reason of the fact that you
have served as an officer or employee of MSC, you will be entitled to
indemnification by MSC to the full extent permitted by MSC’s certificate of
incorporation and bylaws.  In addition,
while an executive officer of MSC you will be covered by MSC’s directors and
officers’ liability insurance policy (or policies) to the extent such coverage
is extended to MSC’s executive officers generally.


 


The
proposed start date for this position is Monday, March 7, 2005. Please signify
your acceptance of our offer by signing the enclosed copy of this letter and
faxing it to me at 714.784.4289. Please also mail a copy of the signed original
to me. This offer is valid until the close of business Thursday, March 3, 2005.


 


By
accepting your position with MSC.Software, you represent to MSC.Software that:
(1) the execution and delivery of this letter agreement by you and MSC.Software
and the performance by you of your duties for MSC.Software will not constitute
a breach of, or otherwise contravene, the terms of any other agreement or
policy to which you are a party or otherwise bound; (2) that you have no
information (including, without limitation, confidential information and trade
secrets) of any other person or entity which you are not legally and
contractually free to disclose to MSC.Software; (3) that you are not bound by
any confidentiality, trade secret or similar agreement with any other person or
entity.


 


The
United States Government requires MSC.Software Corporation to verify your
eligibility for U. S. employment and identity. 
Proof of citizenship or immigration status and a valid Social Security
card will be required upon commencement of employment.  You will also be required to sign and abide
by a confidentiality and inventions agreement in the form provided to you by
MSC.Software.


 


Although we hope that our relationship will be mutually rewarding, your
employment with MSC.Software is “at-will”, which means that either you or
MSC.Software can terminate the employment relationship at any time, with or
without cause.  The “at-will” nature of
your employment cannot be changed or modified except in writing signed by the
Chief Executive Officer of MSC.Software. 
This letter agreement contains all of the terms of your employment and
supercedes all prior and contemporaneous negotiations and agreements with
respect thereto.  There are no
representations, warranties, or other agreements with respect to your
employment except as expressly set forth herein.


 


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We
are looking forward to welcoming you to the MSC.Software team.  Please feel free to contact me at (714)
444-5152 if you have any questions.


 


 


Sincerely,


 


/s/ RICH LANDER


 


Rich Lander


Vice President, Human Resources


 


 


Enclosures            Benefits
Summary


 


 


Offer Accepted:


 


 


	
  /s/ JOHN A. MONGELLUZZO

  	
   

  	
  3 March 2005

  
	
  Signature

  	
   

  	
  Date Signed

  



 


 


Start Date:7 March 2005


 


 


Cc: Bill Weyand


 


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