CHANGE OF CONTROL AGREEMENT

EXHIBIT 10.24

CHANGE OF CONTROL AGREEMENT

     This CHANGE OF CONTROL AGREEMENT (“Agreement”) is made as of the 13th day of December, 2006 between Moldflow Corporation , a Delaware corporation (the “Company”), and Gregory W. Magoon (“Employee”).

      WHEREAS , the Company and the Employee desire that the Employee receive certain benefits in the event that his employment with the Company is terminated at or following a change of control of the Company.

      NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Position and Duties . As of the date of this Agreement, Employee is serving as the Corporate Controller and has such duties as may from time to time be prescribed by the Chief Executive Officer or the Chief Financial Officer of the Company. Employee and the Company agree that his position, title and duties may change from time to time and that the terms of this Agreement are not dependent on any specific position, title or duties. Employee’s annual compensation plan shall be determined in the normal course of business by the Company and shall not be modified by anything in this Agreement. This Agreement is not designed as a guarantee or contract of employment and Moldflow and Employee retains all rights to terminate the employment relationship for any reason at any time.

2. Change of Control Benefit: In the event that within six months of the closing of a Change of Control, Employee’s employment with Moldflow Corporation or any entity that assumes this Agreement as part of any Change of Control is terminated by Moldflow or such assuming entity for any reason other than for gross negligence or willful misconduct, then Employee will be entitled to the following benefits:

a.

Upon termination and subject to the signing by Employee of a release in the form presented by the Company or any successor entity, Employee will be entitled to receive:

	i.		An amount equal to 24 weeks of his current base salary.
	ii.		An amount equal to Employee’s current “at plan” bonus.
	iii.		The amounts determined pursuant to Section (a) (i) and (a) (ii) shall be referred to the Termination Amount, which Termination Amount shall be paid in a lump sum within 30 days following the effective date of the release.

	b.		In addition to payment of the Termination Amount, the Employee may elect to continue the current group medical and dental insurance coverage for up to 18 months following the termination date provided that Employee or his eligible dependent(s) remain eligible for such coverage under the federal law known as “COBRA.” If Employee elects such continuation coverage and remains eligible, the Company, or successor company, would continue to pay on his behalf for 24 weeks following the Termination Date, 100% of the medical and dental premiums that it pays for active employees with the same coverage (the “Benefit Continuation”).
	c.		The payment of the Termination Amount and the Benefit Continuation will be subject to all required withholdings and tax payments and is payable subject to the continued compliance by Employee with the terms of the Confidentiality, Non-Solicitation and

Non-Compete Agreement dated March 8, 2001. To the extent required by Section 409A of the Internal Revenue Code and the regulations thereunder to avoid imposition of the 20% additional tax, the Termination Amount may be delayed until at least six (6) months after the date of termination.

3. Change in Control: For purposes of this Agreement, “Change in Control” shall mean any of the following:

a.

any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Act”) (other than the Company, any of its subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any of its subsidiaries), togethe