SUPPLEMENTAL RETIREMENT AND DEFERRED COMPENSATION PLAN

Exhibit 10.9

MSC.Software Corporation

SUPPLEMENTAL RETIREMENT

AND

DEFERRED COMPENSATION PLAN

Amended and Restated Effective as of December 11, 2008

MSC.SOFTWARE CORPORATION

Supplemental Retirement and Deferred Compensation Plan

TABLE OF CONTENTS

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MSC.Software Corporation

Supplemental Retirement and Deferred Compensation Plan

ARTICLE I

INTRODUCTION

MSC.Software Corporation hereby establishes the MSC.Software Corporation Supplemental Retirement and Deferred Compensation Plan, effective as of January 1, 1994 and amended and restated effective as of December 11, 2008, for the purpose of providing certain of its employees with the opportunity to defer the receipt of compensation. MSC.Software Corporation intends to maintain this plan primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of §§201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended. The provisions of this plan, including any appendices that may be attached, shall be interpreted in a manner consistent with these purposes and intentions and consistent with Section 8.6.

ARTICLE II

DEFINITIONS

The terms set forth below have the indicated meanings unless a contrary meaning is plainly intended by the context.

401(k) Plan means the MSC.Software Corporation Retirement Plan, as amended from time to time.

401(k) Supplemental Benefit means a benefit provided under Section 4.3.

Account means the total of all Level A Supplemental Benefits, Level B Supplemental Benefits, 401(k) Supplemental Benefits and Deferral Benefits credited with respect to a Participant under Article IV, in each case as appropriately adjusted for earnings and distributions made in accordance with the Plan.

Beneficiary means the individual(s) or entity, last designated by a Participant (or otherwise under this section) to receive any benefit payable upon the death of the Participant. A Beneficiary designation must be signed by the Participant and delivered to the Plan Administrator on such form as specified by the Plan Administrator. In the absence of a valid or effective Beneficiary designation, the Beneficiary will be the Participant’s surviving spouse, or if there is no surviving spouse, the Participant’s estate. The spouse of a married Participant must consent irrevocably in writing if, while married to the spouse, the Participant designates a Beneficiary other than the spouse.

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Board means the Board of Directors of the Company.

Code means the Internal Revenue Code of 1986, as amended.

Company means MSC.Software Corporation, a corporation organized under the laws of the state of Delaware, and any successor of MSC.Software Corporation.

Compensation Limitation means the annual limitation on compensation, as adjusted, prescribed under Code §401(a)(17).

Deferral Benefit means an amount deferred pursuant to a Deferral Election (and earnings credited hereunder with respect to such amount).

Deferral Compensation means “compensation” as defined under the 401(k) Plan for purposes of determining a Participant’s deferrals under such plan, computed (i) without regard to the Compensation Limitation and (ii) before deduction for Deferral Benefits.

Deferral Election means an election filed by a Participant with the Plan Administrator to defer a portion of the Participant’s Deferral Compensation under the Plan pursuant to Section 4.4.

Eligible Employee means an Employee who meets the eligibility requirements set forth under Section 3.1.

Employee means a common law employee of a Participating Affiliate.

ERISA means the Employee Retirement Income Security Act of 1974, as amended.

Excess Benefit Percentage means that percentage applied to the Participant’s Profit Sharing Compensation in excess of the social security wage base when determining the Participant’s allocation for the Plan Year under the Profit Sharing Plan.

Level A Supplemental Benefit means a benefit provided under Section 4.1.

Level B Supplemental Benefit means a benefit provided under Section 4.2.

Participant means an Eligible Employee or any other person with an Account balance.

Participating Affiliates means, collectively, the Company and each Subsidiary that has elected to adopt the Plan.

Plan means the MSC.Software Corporation Supplemental Retirement and Deferred Compensation Plan, as set forth in this document and as it may be amended from time to time.

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Plan Administrator means the administrator of the Plan as described in Section 7.1.

Plan Year means the calendar year.

Profit Sharing Compensation means “compensation” as defined under the Profit Sharing Plan for purposes of determining a Participant’s allocation of the Company’s profit sharing contribution under such plan for the Plan Year, computed (i) without regard to the Compensation Limitation and (ii) before deduction for Deferral Benefits.

Profit Sharing Plan means the MSC.Software Corporation Profit Sharing Plan, an employee pension benefit plan qualified (or intended to qualify) under Code §401(a).

Separation from Service means, as to a particular Participant, a termination of services provided by the Participant to his or her Employer (as defined below), whether voluntarily or involuntarily, as determined by the Plan Administrator in accordance with Section 409A of the Code and Treasury Regulation Section 1.409A-1(h). In determining whether a Participant has experienced a Separation from Service, the following provisions shall apply:

(i) For a Participant who provides services to an Employer as an employee, except as otherwise provided in clause (iii) below, a Separation from Service shall occur when the Participant has experienced a termination of employment with the Employer. A Participant shall be considered to have experienced a termination of employment for this purpose when the facts and circumstances indicate that the Participant and his or her Employer reasonably anticipate that either (A) no further services will be performed by the Participant for the Employer after the applicable date, or (B) that the level of bona fide services the Participant will perform for the Employer after such date (whether as an employee or as an independent contractor) will permanently decrease to no more than 20% of the average level of bona fide services performed by the Participant (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services to the Employer if the Participant has been providing services to the Employer less than 36 months). However, if the Participant is on military leave, sick leave, or other bona fide leave of absence, the employment relationship between the Participant and the Employer shall be treated as continuing intact, provided that the period of such leave does not exceed 6 months, or if longer, so long as the Participant retains a right to reemployment with the Employer under an applicable statute or by contract. If the period of a military leave, sick leave, or other bona fide leave of absence exceeds 6 months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship shall be considered to be terminated for purposes of the Plan as of the first day immediately following the end of such 6-month period. In applying the provisions of this paragraph, a leave of absence shall be considered a bona fide leave of absence only if there is a

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reasonable expectation that the Participant will return to perform services for the Employer.

(ii) For a Participant who provides services to an Employer as an independent contractor, except as otherwise provided in clause (iii) below, a Separation from Service shall occur upon the expiration of the contract (or in the case of more than one contract, all contracts) under which services are performed for such Employer, provided that the expiration of such contract(s) is determined by the Committee to constitute a good-faith and complete termination of the contractual relationship between the Participant and such Employer.

(iii) For a Participant who provides services to an Employer as both an employee and an independent contractor , a Separation from Service generally shall not occur until the Participant has ceased providing services for the Employer as both an employee and as an independent contractor, as determined in accordance with the provisions set forth in clauses (i) and (ii) above. Similarly, if a Participant either (A) ceases providing services for an Employer as an independent contractor and begins providing services for such Employer as an employee, or (B) ceases providing services for an Employer as an employee and begins providing services for such Employer as an independent contractor, the Participant will not be considered to have experienced a Separation from Service until the Participant has ceased providing services for such Employer in both capacities, as determined in accordance with clauses (i) and (ii) above.

Notwithstanding the foregoing provisions of this definition, if a Participant provides services for an Employer as both an employee and as a member of its board of directors, to the extent permitted by Treasury Regulation Section 1.409A-1(h)(5), the services provided by the Participant as a director shall not be taken into account in determining whether the Participant has experienced a Separation from Service as an employee, and the services provided by such Participant as an employee shall not be taken into account in determining whether the Participant has experienced a Separation from Service as a director, for purposes of the Plan.

For purposes of this definition of “Separation from Service,” the term “ Employer ” means the Company or subsidiary of the Company that the Participant last performed services for or was employed by, as applicable, on the date of his or her Separation from Service, and all other entities that are required to be aggregated together and treated as the employer under Treasury Regulation Section 1.409A-1(h)(3).

Specified Employee means a Participant who, as of the date of the Participant’s Separation from Service, is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i).

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Subsidiary means any corporation or other entity a majority of whose outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company.

ARTICLE III

ELIGIBILITY

3.1 General Rules. An Employee shall be eligible for benefits under the Plan as an Eligible Employee if (i) his Profit Sharing Compensation for a Plan Year prior to 2004 or his Deferral Compensation for a Plan Year after 2003 is expected to exceed the Compensation Limitation, (ii) he is a member of a select group of management or highly compensated employees as described under §§201(2), 301(a)(3) and 401(a)(1) of ERISA, and (iii) he is selected to participate in the Plan by the Plan Administrator. The Plan Administrator may, however, notify any Employee in writing he shall not be an Eligible Employee, and such Employee shall be treated as not having met the requirements of this paragraph; provided, however, that for purposes of an Employee’s eligibility to defer compensation for a particular Plan Year under Section 4.4, such notification must be made prior to January 1 of such Plan Year (or, if later, the date such Employee first becomes an Eligible Employee). An Eligible Employee shall be eligible only for those benefits for which he qualifies as provided in the following provisions of this Section 3 and only for the period he is an Eligible Employee.

3.2 Level A Supplemental Benefit. An Eligible Employee shall be eligible for a Level A Supplemental Benefit under Section 4.1 provided he (i) is eligible for a profit sharing allocation under the Profit Sharing Plan, (ii) is an Employee on the last day of the Plan Year and (iii) has been designated in writing by the Plan Administrator as being eligible for a Level A Supplemental Benefit.

3.3 Level B Supplemental Benefit. An Eligible Employee shall be eligible for a Level B Supplemental Benefit under Section 4.2 provided he (i) is eligible for a profit sharing allocation under the Profit Sharing Plan, (ii) is an Employee on the last day of the Plan Year and (iii) has not been designated in writing by the Plan Administrator as being eligible for a Level A Supplemental Benefit.

3.4 401(k) Supplemental Benefit. An Eligible Employee shall be eligible for a 401(k) Supplemental Benefit under Section 4.3 provided he (i) is eligible for a matching contribution under the 401(k) Plan, (ii) is an Employee on the last day of the Plan Year and (iii) has been designated by the Plan Administrator as being eligible for a 401(k) Supplemental Benefit.

3.5 Deferral Benefit. Any Eligible Employee shall be eligible to defer compensation for a particular Plan Year under Section 4.4 provided he also is eligible to make a 401(k) deferral election under the 401(k) Plan for that Plan Year.

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ARTICLE IV

BENEFITS

4.1 Level A Supplemental Benefit. A Participant eligible for a Level A Supplemental Benefit for a Plan Year shall have his Plan Account credited with an amount equal to (i) 133-1/3% of his Excess Benefit Percentage multiplied by his Profit Sharing Compensation for that Plan Year, minus (ii) his Excess Benefit Percentage multiplied by the amount of compensation actually taken into account for purposes of computing his allocation under the Profit Sharing Plan for that Plan Year. No Level A Supplemental Benefits will be credited under this Plan with respect to any Plan Year after 2003.

4.2 Level B Supplemental Benefit. A Participant eligible for a Level B Supplemental Benefit for a Plan Year shall have his Plan Account credited with an amount equal to his Excess Benefit Percentage multiplied by the difference between (i) his Profit Sharing Compensation for that Plan Year and (ii) the amount of compensation actually taken into account for purposes of computing his allocation under the Profit Sharing Plan for that Plan Year. No Level B Supplemental Benefits will be credited under this Plan with respect to any Plan Year after 2003.

4.3 401(k) Supplemental Benefit. A Participant eligible for a 401(k) Supplemental Benefit for a Plan Year, commencing with the 2004 Plan Year, shall have his Plan Account credited with an amount equal to (i) the matching contribution percentage established by the Board for this Plan for that Plan Year, multiplied by (ii) the Participant’s Deferral Compensation for that Plan Year, minus (iii) the amount of the “Employer Matching Contribution” (as such term is defined in the 401(k) Plan) that the Company would have made to the Participant’s account under the 401(k) Plan for that Plan Year had the Participant made the maximum deferral permitted under applicable tax law to the 401(k) Plan for that Plan Year.

4.4 Deferral Benefit.

(a) General Rule. Any Eligible Employee may elect to defer the receipt of up to 40% of his Deferral Compensa