Change in Control Provision

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Exhibit 10.19

Change in Control Provision

Who Is Covered?

7 Members of the Executive Team in a two-tiered structure

("Participants"). (Tiering only applies with regards to definition of

"Good Reason")

1. G&A Executives ("Tier 1 Executives")

- CEO & President

- SVP - Chief Financial Officer

- SVP - General Counsel

2. Operating Executives ("Tier 2 Executives")

- EVP - Product Development

- EVP - Global Sales

- EVP - Marketing

- SVP - Human Resources

What Are the Triggering Criteria?

1. Participant terminates job as Double Trigger conditions are met

a. Change in Control

b. Good Reason (Constructive Termination)

2. Or, Participant is terminated without Cause after a Change in Control

How Long Does the Protection Remain in Place?

One year after a change in control

What Are the Option Provisions?

Upon a trigger, the options accelerate in full

The Participant has 90 days to exercise after the triggering event

What is "Good Reason"/ "Constructive Termination"?

"Good Reason" or "Constructive Termination" consists of one of the three

following triggers:

1. In the case of Tier 1 executives only: removal of the Executive,

without his or her consent, from his or her position at UGS (or a

successor corporation) or a material diminution, without his or her

consent, of the responsibilities, duties or author