Exhibit 10.2
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of February 10, 2005
(the "Effective Date"), between MSC.Software Corporation, a Delaware corporation
(the "Corporation"), and William J. Weyand (the "Executive").
W I T N E S S E T H
WHEREAS, the Corporation and the Executive desire to enter into an agreement
pursuant to which the Executive shall purchase, and the Corporation shall sell,
shares of the Corporation's common stock, par value $0.01 per share (the "Common
Stock");
NOW, THEREFORE, in consideration of the mutual promises and covenants made
herein and the mutual benefits to be derived herefrom, the parties agree as
follows:
1.
Shares.
(A)
THE CORPORATION SHALL AUTHORIZE THE
ISSUANCE AND SALE TO THE EXECUTIVE OF UP TO 50,000 SHARES OF ITS COMMON STOCK OR
SUCH LESSER NUMBER AS HE SHALL ELECT TO PURCHASE PURSUANT TO THE TERMS AND
CONDITIONS HEREOF.
(B)
UPON EXECUTION AND DELIVERY OF THIS
AGREEMENT AND THE EMPLOYMENT AGREEMENT, DATED CONCURRENTLY HEREWITH, BETWEEN THE
CORPORATION AND EXECUTIVE (THE "EMPLOYMENT AGREEMENT"), THE EXECUTIVE SHALL HAVE
THE RIGHT TO PURCHASE 50,000 OR A LESSER NUMBER OF SHARES OF COMMON STOCK (THE
"SHARES"), AT A PRICE PER SHARE EQUAL TO THE CLOSING PRICE OF A SHARE OF COMMON
STOCK AS REPORTED ON THE COMPOSITE TAPE FOR SECURITIES LISTED ON THE NEW YORK
STOCK EXCHANGE FOR THE CLOSING DATE; PROVIDED, HOWEVER, THAT IF THE COMMON STOCK
IS NOT LISTED ON THE NEW YORK STOCK EXCHANGE ON THE CLOSING DATE, AS DEFINED IN
SECTION 1(D), THE PRICE PER SHARE SHALL BE EQUAL TO THE CLOSING PRICE OF A SHARE
OF COMMON STOCK AS REPORTED FOR THE PRINCIPAL PUBLIC SECURITIES MARKET IN WHICH
THE COMMON STOCK IS THEN TRADING ON SUCH CLOSING DATE (THE "RIGHT TO PURCHASE").
(C)
THE EXECUTIVE'S RIGHT TO PURCHASE SHALL BE
EXERCISABLE AT ANY TIME DURING THE 15-DAY PERIOD FOLLOWING THE DATE OF THIS
AGREEMENT; PROVIDED, HOWEVER, THE RIGHT TO PURCHASE, TO THE EXTENT NOT ALREADY
EXERCISED, SHALL TERMINATE IF THE EXECUTIVE CEASES TO BE EMPLOYED BY THE
CORPORATION DURING SUCH 15-DAY PERIOD.
(D)
IF THE EXECUTIVE WISHES TO EXERCISE HIS
RIGHT TO PURCHASE, HE MUST PROVIDE WRITTEN NOTICE TO THE CORPORATION PRIOR TO
THE EXPIRATION OF THE 15-DAY PERIOD SPECIFIED IN SECTION 1(C) ABOVE.
THE NOTICE
SHALL SET FORTH THE NUMBER OF SHARES HE WISHES TO ACQUIRE AND THE PROPOSED
CLOSING DATE (THE "CLOSING DATE") FOR THE ACQUISITION (IN NO CASE SHALL SUCH
CLOSING DATE BE LESS THAN TWO (2) BUSINESS DAYS OR MORE THAN FIVE (5) BUSINESS
DAYS FOLLOWING SUCH NOTICE).
(E)
ON THE CLOSING DATE, THE CORPORATION SHALL
DELIVER TO THE EXECUTIVE A CERTIFICATE REPRESENTING THE NUMBER OF SHARES THAT
THE EXECUTIVE ELECTED TO PURCHASE PURSUANT TO THE WRITTEN NOTICE DELIVERED
PURSUANT TO SECTION 1(D), AND THE EXECUTIVE SHALL DELIVER TO THE CORPORATION
PAYMENT FOR SUCH SHARES BY A CASHIER'S OR CERTIFIED CHECK OR WIRE TRANSFER OF
FUNDS IN THE AMOUNT OF CONSIDERATION DETERMINED IN ACCORDANCE WITH
SECTION 1(B).
THE SHARES SHALL BE FULLY PAID AND NON-ASSESSABLE.