**Exhibit 10.69**

**MSC.SOFTWARE CORPORATION**

**2006 PERFORMANCE INCENTIVE PLAN**

**STOCK UNIT AWARD AGREEMENT**

**THISSTOCK UNIT AWARD AGREEMENT** (this “**Agreement**”) is dated as of **[_________**, 2008**]** 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 Corporation2006 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 UnitAward**” or “**Award**”), upon the terms and conditions set forth herein and in the Plan. 

**NOW THEREFORE**, inconsideration 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 inthe Plan. 

**2.****Grant**. Subject to the terms of this Agreement, the Corporation hereby grants to the Participant a StockUnit 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 ifsuch 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, the Award shall vest and become nonforfeitable with respect to the total number of Stock Units (subject to adjustment under Section 7.1 of the Plan)thirty (30) days from the Award Date. 

**4.****Continuance of Employment**. The vesting schedule requires continuedemployment or service through the vesting date as a condition to the vesting 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 notentitle 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 statusas 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 anySubsidiary 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 intendedto adversely affect any independent contractual right of the Participant without his consent thereto. 

 

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**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 StockUnits 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 stockcertificate. 

(b) **Dividend Equivalent Rights Distributions**. In the event that the Corporation pays an ordinarycash 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 toSection 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 recorddate, 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 9hereof) subject to the Award as of such record date, divided by (iii) the fair market 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 thisSection 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 respectto any Stock Units which, as of such record date, have either been paid pursuant to Section 7 or terminated pursuant to 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 orencumbered, 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 the vesting of the total Awardpursuant 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 entryform, as determined by the Corporation in its discretion) equal to the number of Stock Units subject to this Award that vest on the vesting date, unless such Stock Units terminate prior to the given vesting date pursuant to Section 8(a). TheCorporation’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 shareswith 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 Unitsthat are paid or that terminate pursuant to Section 8(a). 

 

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**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 unitshave 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 aSubsidiary, 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 ofany 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 theAward that are not then otherwise vested (and have not previously terminated pursuant to this Agreement) 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 circumstancesas it, in its sole discretion, may determine. In addition, upon the occurrence of certain events relating to the Corporation’s stock contemplated by Section 7.1 of the Plan (including, without limitation, an extraordinary cash dividend onsuch 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 madewith respect to any ordinary cash dividend for which dividend equivalents are credited pursuant to Section 5(b). 

**10.****TaxWithholding**. 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 theCorporation 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 theevent 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 payableto 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 theParticipant’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 

 

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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 theCorporation 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 UnitedStates Government. 

**12.****Plan**. The Award and all rights of the Participant under this Agreement are subject to theterms 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 Prospectusfor 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 anyrights 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 afterthe date hereof. 

**13.****Entire Agreement**. This Agreement and the Plan together constitute the entire agreement andsupersede 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 inwriting 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 operateas or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof. 

**14.****Limitationon 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 shallnot 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 andbenefits 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 anoriginal but all of which together shall constitute one and the same instrument. 

**16.****Section Headings**. The sectionheadings 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. 

 

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**18.****Construction**. It is intended that the terms of the Award will not result in theimposition of any tax liability pursuant to Section 409A of the Code. The Agreement shall be construed and interpreted consistent with that intent. 

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**IN WITNESS WHEREOF**, the Corporation has caused this Agreement to be executed on its behalf by aduly authorized officer and the Participant has hereunto set his or her hand as of the date and year first above written. 

 

**MSC.SOFTWARE CORPORATION,**

**aDelaware corporation**
   **PARTICIPANT**By:           *Signature*Print Name:      Its:           *Print Name*
 

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