WITH THE
PROVISIONS SET FORTH IN SECTION 22 OF THE EMPLOYMENT AGREEMENT.
(L)
LEGAL COUNSEL; MUTUAL DRAFTING.
EACH
PARTY RECOGNIZES THAT THIS IS A LEGALLY BINDING CONTRACT AND ACKNOWLEDGES AND
AGREES THAT THEY HAVE HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL OF THEIR
CHOICE.
EACH PARTY HAS COOPERATED IN THE DRAFTING, NEGOTIATION AND PREPARATION
OF THIS AGREEMENT.
HENCE, IN ANY CONSTRUCTION TO BE MADE OF THIS AGREEMENT, THE
SAME SHALL NOT BE CONSTRUED AGAINST EITHER PARTY ON THE BASIS OF THAT PARTY
BEING THE DRAFTER OF SUCH LANGUAGE.
EXECUTIVE AGREES AND ACKNOWLEDGES THAT HE
HAS READ AND UNDERSTANDS THIS AGREEMENT COMPLETELY, IS ENTERING INTO IT FREELY
AND VOLUNTARILY, AND HAS BEEN ADVISED TO SEEK COUNSEL PRIOR TO ENTERING INTO
THIS AGREEMENT AND HAS HAD AMPLE OPPORTUNITY TO DO SO.
(M)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED
IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL AS
AGAINST ANY PARTY WHOSE SIGNATURE APPEARS THEREON, AND ALL OF WHICH TOGETHER
SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
THIS AGREEMENT SHALL BECOME
BINDING WHEN ONE OR MORE COUNTERPARTS HEREOF, INDIVIDUALLY OR TAKEN TOGETHER,
SHALL BEAR THE SIGNATURES OF ALL OF THE PARTIES REFLECTED HEREON AS THE
SIGNATORIES.
PHOTOGRAPHIC COPIES OF SUCH SIGNED COUNTERPARTS MAY BE USED IN
LIEU OF THE ORIGINALS FOR ANY PURPOSE.
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IN WITNESS WHEREOF, the parties hereto have executed this Stock Purchase
Agreement as of the date first written above.
CORPORATION:
MSC.SOFTWARE CORPORATION
By:
/s/ John Laskey
Name: John Laskey
Title: Senior Vice President, Chief Financial Officer
EXECUTIVE:
/s/ William J. Weyand
Name: William J. Weyand
8