EMPLOYMENT AGREEMENT

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this " Agreement ") is made and entered into this 27th day of November 2006 , by and between MSC.Software Corporation, a Delaware corporation (the " Corporation " or " MSC ") and William J. Weyand, an individual (" Weyand "). All provisions of this Agreement become effective on the earlier to occur of (x) a Change in Control Event (as defined in 5.5) or (y) February 10, 2007 (the " Effective Date "), except for (i) the cash award for executing the Agreement in Section 3.3(a)(2), and (ii) Executive’s rights pursuant to Section 5.3(d) including any excise tax benefits pursuant to Exhibit D), and any definitions or other provisions necessary to effectuate MSC’s intention for such rights to be effective as of the date this agreement is executed (" Signing Date ").

RECITALS

THE PARTIES ENTER THIS AGREEMENT on the basis of the following facts, understandings and intentions:

NOW, THEREFORE , in consideration of the above recitals incorporated herein and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:

1.1  Retention .  MSC hereby hires, engages and employs Weyand for the Term (as defined in Section 2) on the terms and conditions expressly set forth in this Agreement. Weyand hereby accepts and agrees to such hiring, engagement and employment, on the terms and conditions expressly set forth in this Agreement.

1.2 Duties .  During the Term, Weyand shall serve as MSC’s Chief Executive Officer (" CEO ") unless and until it is otherwise determined by MSC’s Board of Directors (the " Board ") that he shall serve in another senior executive capacity. In addition, throughout the Term, MSC shall nominate and use its reasonable best efforts to elect and maintain Weyand as the Chairman of the Board (" Chairman "). During Weyand’s service as CEO, Weyand shall be principally responsible for the general supervision, direction and control of MSC’s business and officers, in each case subject to the Board’s directives. While serving as CEO, Weyand shall have the general powers and duties of management usually vested in the offices of general manager and CEO of a corporation of the size and nature of MSC and such other powers and duties as the Board may assign from time to time, provided that such other duties are not inconsistent with his position as CEO .  In no event, however, shall his duties as Chairman be deemed inconsistent with his position as CEO for such purposes. For such period of time that Weyand does not serve as CEO, Weyand’s duties shall be (as may be determined from time to time by the Board) consistent

with Weyand’s position as a senior executive officer. Weyand shall also be subject to the corporate policies of MSC as they are in effect from time to time throughout the Term (including, without limitation, MSC’s insider trading and ethics policies, as they may change from time to time). During the Term, Weyand shall report solely to the Board.

1.3 No Other Employment; Minimum Time Commitment .  During the Term, Weyand shall both (x) devote substantially all his business time, energy and skill to the performance of Weyand’s duties for MSC, and (y) hold no other employment. Nothing herein shall preclude Weyand from (i) continuing to serve on the boards of directors of companies or entities listed on Schedule 1 annexed hereto, (ii) serving on such other boards of directors of other business entities as the Board approves in writing, (iii) engaging in a reasonable level of charitable activities and community affairs, including serving on boards of directors or the equivalent and (iv) managing his personal investments and affairs, provided that the activities set forth in this Section 1.3 do not materially interfere with the effective discharge of his duties and responsibilities to MSC. MSC hereby agrees that Weyand’s service on the boards of directors of the entities listed on Schedule 1 and the other entities approved by the Governance and Nominating Committee of the Board shall not be deemed to be a violation of the non-competition and non-solicitation provisions of Section 7, 10 and 11 given the current scope and business activities of those entities. However, MSC shall have the right to require Weyand to resign from any board or similar body which he may then serve if the Governance and Nominating Committee of the Board reasonably determines in writing that Weyand’s service on such board or body materially interferes with the effective discharge of Weyand’s duties and responsibilities to MSC or that any business related to such service is then in material competition with any business of any entity within the Company Group (as such term is defined in Section 7).

1.4  No Breach of Contract .  Weyand hereby represents to MSC that to the best of Weyand’s knowledge: (i) the execution and delivery of this Agreement by Weyand and MSC and the performance by Weyand of his duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy to which Weyand is a party or otherwise bound; (ii) that Weyand has no information (including, without limitation, confidential information and trade secrets) relating to any other person or entity which would prevent, or be violated by, Weyand entering into this Agreement or carrying out his duties hereunder; (iii) that Weyand is not bound by any confidentiality, trade secret or similar agreement (other than this Agreement and the Inventions Agreement referred to in Section 9) with any other person or entity.

1.5  Location .  Weyand acknowledges that MSC’s principal executive offices are currently located in Santa Ana, California. Weyand’s principal place of employment shall be MSC’s principal executive offices. Weyand agrees that he will be regularly present at MSC’s principal executive offices. Weyand acknowledges that he may be required to travel from time to time in the course of performing his duties for MSC.

2.          Term .  The " Term " shall commence on the Effective Date and continue until Weyand’s employment (x) is terminated by MSC, or (y) is terminated by Weyand, in each case, for any reason or no reason. For purposes of this Agreement, the last day of Weyand’s employment shall be referred to as the " Termination Date ".

3.1. Base Salary .  As of the Effective Date, Weyand’s base salary for the Term (the " Base Salary ") shall be at a rate of Five Hundred and Seventy Five Thousand Dollars ($575,000)

per annum and shall be paid in accordance with MSC’s regular payroll practices in effect from time to time, but not less frequently than in monthly installments. MSC shall review Weyand’s Base Salary for increase on an annual basis and shall not reduce such Base Salary, except as part of an across the board salary reduction (determined on a percentage basis) applicable to all of MSC’s senior executives, or to the extent that Weyand agrees to a salary reduction.

3.2 Incentive Bonus . Weyand shall be eligible to participate in MSC’s annual incentive plan and to receive annually an incentive bonus (" Incentive Bonus ") in an amount to be determined by the Compensation Committee of the Board (" Committee ") in its sole discretion. At or near the beginning of each applicable fiscal year, the Committee, after consultation with Weyand, shall in its sole discretion establish performance objectives (" Performance Objectives ") for that year, the satisfaction of which (or lack thereof) will be utilized by the Committee in determining Weyand’s Incentive Bonus for that year. As of the Effective Date, Weyand’s target Incentive Bonus amount for any particular fiscal year, assuming the achievement of the applicable Performance Objectives for that year, shall equal one hundred and twenty percent (120%) of Weyand’s Base Salary for that year (" Target Bonus "). In no event shall Weyand be entitled to an Incentive Bonus greater than two hundred percent (200%) of Weyand’s Target Bonus in any year.

• • • 3.3 Equity Awards .

      • (a) One Time Sign-On Award.

  (1) Option Grant . On the Effective Date, (the " Grant Date ") MSC will grant Weyand a nonqualified stock option (the " Option ") to purchase One Hundred and Fifty Thousand (150,000) shares of Common Stock, $0.01 par value, of MSC (" Common Stock ") 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 NASDAQ Stock Market for the Grant Date. The Option will have a term of ten (10) years, (subject to earlier termination) and shall vest in its entirety on the 4 ^th anniversary of the Grant Date. The Option shall be granted under MSC’s 2006 Performance Incentive Plan, as amended (the " Plan ") and shall be subject to the terms and conditions of the Plan and a stock option agreement in substantially the form attached hereto as Exhibit A ; provided, however , that the Committee (or Board) may, in its sole discretion, determine to grant all or a portion of the Option outside of the scope of the Plan, in which case the Option (to the extent not granted under the Plan) shall contain substantively the same terms and conditions as had the Option been granted under the Plan evidenced by such form of option agreement.

  (2) Cash Award . MSC will pay Weyand the sum of One Hundred Thousand Dollars ($100,000) as a cash signing bonus within 10 business days of the Signing Date.

  (b) Restricted Stock Unit Grant .  On the Effective Date, MSC shall grant Weyand 50,000 restricted stock units (the " RSU Award "), representing the right to receive 50,000 shares of Common Stock at a future date. The RSU Award shall vest in four equal annual installments on each of the first four anniversaries of the Grant Date, and shall have other terms and conditions consistent with the form of Restricted Stock Unit Agreement attached hereto as Exhibit B .

• (c) Performance Stock Unit Grant .  On the Effective Date, MSC shall grant to Weyand a performance stock unit award (" PSU Award ") of 150,000 Units. The PSU Award shall be subject to the terms and conditions of the form of PSU Award Agreement in substantially the form attached hereto as Exhibit C , and shall vest in accordance with the following:

• Vesting shall be determined after the issuance of audited financial statements for the cumulative 24 month period ending with the 2008 fiscal operating periods. Vesting, if any, shall occur no later than ten (10) business days after the date of issuance of such statements, provided that performance criteria has been satisfied. Any PSUs which do not vest because performance criteria was not satisfied shall be forfeited.

  (d) Annual Equity Award Grants. Beginning on October 1, 2007, Weyand shall be eligible to participate in additional MSC equity award and incentive plans, including but not limited to the Plan, and to receive annually such awards in such amounts as may be determined by the Compensation Committee of the Board ( " Committee " ) in its sole discretion.

3.4 Section 280G Gross-Up .  Weyand shall be covered by the tax gross-up provisions set forth in Exhibit D hereto, incorporated herein by this reference.

4.1 Retirement, Welfare and Fringe Benefits .  During the Term, Weyand shall be entitled to participate in all employee health and welfare benefit plans and programs, including but not limited to health insurance (" Welfare Benefits "), pension plans, and fringe benefit plans and programs, made available by MSC to its senior executives generally, in accordance with the eligibility and participation provisions of such plans and as such plans or programs may be in effect from time to time.

4.2 Reimbursement of Business Expenses .  Weyand is authorized to incur reasonable expenses in carrying out Weyand’s duties for MSC under this Agreement and reimbursement for all reasonable business expenses Weyand incurs during the Term in connection with carrying out Weyand’s duties for MSC, subject to MSC’s expense reimbursement policies in effect from time to time.

4.3 Vacation and Other Leave . During the Term, Weyand shall accrue and be entitled to take four (4) weeks of paid vacation per year in accordance with MSC’s vacation policies in effect from time to time, including MSC’s policies regarding vacation accruals (including, without limitation, limits on the amount of vacation that may be accrued and untaken before future accruals cease). Weyand shall also be entitled to all other holiday and leave pay generally available to other executives of MSC.

4.4  Automobile Allowance . MSC shall provide Weyand with One Thousand Six Hundred Eighty Five Dollars ($1,685) per month during the Term to be used for the purchase, lease, insurance and maintenance of an automobile for Weyand’s use.

4.5 Legal Fees . MSC shall reimburse Weyand for up to Ten Thousand Dollars ($10,000) of Weyand’s reasonable legal fees and other expenses relating to the negotiation and preparation of this Agreement and related agreements.

5.1  Termination by MSC .  MSC may terminate Weyand’s employment and this Agreement at any time: (i) with Cause (as defined in Section 5.5), (ii) without Cause, (iii) in the event of Weyand’s death, or (iv) in the event that the Board determines in good faith that Weyand has a Disability (as defined in Section 5.5).

5.2 Termination by Weyand . Weyand may terminate his employment and this Agreement at any time on no less than sixty (60) days prior written notice to MSC; provided, however , that (i) if the termination is for Good Reason, Weyand may provide immediate written notice if MSC fails to, or cannot, reasonably cure the event that constitutes Good Reason, and (ii) in the case of Weyand’s good faith determination that he has a Disability, Weyand shall provide thirty (30) days prior written notice (except that such determination shall not be conclusive as to whether Weyand actually has a Disability and, if it is determined that Weyand does not actually have a Disability, he shall be deemed to have terminated employment without a Disability and without Good Reason).

• (a) By MSC for Cause, or Quit by Weyand . If Weyand’s employment is terminated during the Term by MSC for Cause or by Weyand without Good Reason (other than death or Disability), Weyand shall receive his Accrued Obligations (as defined in Section 5.5).

  (b) By MSC without Cause, or By Weyand for Good Reason . If, during the Term, Weyand’s employment is terminated by MSC without Cause or by Weyand for Good Reason (other than in connection with a Change in Control Event) (each term as defined in Section 5.5 below) (and, in each case, other than due to either (i) Weyand’s death, or (ii) his Disability), MSC shall, subject to the following provisions of this Section 5.3, pay Weyand an aggregate severance benefit (" Aggregate Severance Benefit ") equal to each of the following, subject to tax withholding and other authorized deductions:

• (c) Death, Disability . If, during the Term, Weyand’s employment is terminated as a result of Weyand’s death or his Disability, then MSC shall, subject to the following provisions of this Section 5.3(c), pay Weyand the following severance benefit within 7 days of the Termination Date (" Modified Severance Benefit "), subject to withholding and other authorized deductions from the Accrued Obligations:

• (d) By MSC Without Cause or by Weyand for Good Reason in CIC Context If, during the Term, Weyand’s employment is terminated by MSC without Cause or by Weyand for Good Reason within 24 months of the occurrence of a Change in Control Event, MSC shall pay Weyand, in a lump sum no later than 7 calendar days after the Termination Date, each of the following:

• (e) Section 409A Limitation . The Severance Benefit or the Modified Severance Benefit, as the case may be, shall be hereinafter referred to as a " Severance Benefit ". Notwithstanding anything contained herein to the contrary, all Severance Benefits payable to Weyand hereunder shall be subject to delay or modification to the extent necessary to avoid incurring excise taxes relating to Section 409A of the Internal Revenue Code of 1986, as amended (the " Code ").

  (f) Additional Conditions Precedent . Any obligation of MSC pursuant to Section 5.3(b), (c) or (d) to pay a Severance Benefit in the circumstances described therein is further subject to the following two conditions precedent: (i) such Severance Benefit shall be paid only if, during the Term and prior to the date of such payment, Weyand has remained in material compliance with the provisions of Sections 7 through 12 (or, having not been in material compliance, subsequently cures such noncompliance as provided below), and (ii) Weyand’s execution and delivery of the release described in Section 5.4 (and such release has become irrevocable as provided therein). For purposes of the preceding sentence, if Weyand is not in material compliance with one or more provisions of Sections 7 though 12, and a cure is reasonably possible in the circumstances, Weyand will not be deemed to have breached such provision(s) unless MSC gives Weyand written notice and a reasonable opportunity (in no case shall more than a 10-day cure period be required) to cure such breach and such breach is not reasonably cured within such time period.

  The foregoing provisions of this Section 5.3 shall not affect: (i) Weyand’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Corporation welfare benefit plan; (ii) Weyand’s rights under the Consolidated Omnibus Budget Reconciliation Act to continue participation in medical, dental, hospitalization and life insurance coverage; (iii) Weyand’s receipt of benefits otherwise due in accordance with the terms of MSC’s 401(k) plan (if any); or (iv) any rights that Weyand may have under and with respect to a stock option, restricted stock or other equity-based award, to the extent that such award was granted before the Severance Date and to the extent expressly provided in the written agreement evidencing such award.

• (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option, restricted stock, performance award, or other equity-based award agreement to the contrary. As a condition precedent to any Corporation obligation to Weyand pursuant to Section 5.3(b), (c) or (d) or any obligation to accelerate vesting of any equity-based award in connection with the termination of Weyand’s employment, Weyand shall, upon or promptly following his last day of employment with MSC, provide MSC with a valid, executed, written release substantially in the form attached hereto as Exhibit E (the " Release "), and such Release shall have not been revoked by Weyand pursuant to any revocation rights afforded by applicable law. MSC shall have no obligation to make any payment to Weyand pursuant to Section 5.3(b), (c) or (d) (or otherwise accelerate the vesting of any equity-based award in the circumstances

  as otherwise contemplated by the applicable award agreement) unless and until the Release contemplated by this Section 5.4 becomes irrevocable by Weyand in accordance with all applicable laws, rules and regulations.

  (b) Weyand agrees that the payments contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of Weyand’s employment) shall, if such payments are actually made and such accelerated vesting is actually effected, constitute the exclusive and sole remedy for any termination of his employment and Weyand covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment, except as allowed under the release contemplated by Section 5.4(a). MSC and Weyand acknowledge and agree that there is no duty of Weyand to mitigate damages under this Agreement and any compensation and benefits which Weyand is entitled to hereunder shall not be offset by any compensation or other amounts received by Weyand from third parties or by the claims that MSC may have against Weyand. All amounts paid to Weyand pursuant to Section 5.3 shall be paid without regard to whether Weyand has taken or takes actions to mitigate damages.

• • • • (a) As used herein, " Accrued Obligations " means:

      (i) any Base Salary that had accrued but had not been paid (including accrued and unpaid vacation time) on or before the Severance Date; and

      (ii) any Incentive Bonus payable pursuant to Section 3.2 with respect to a fiscal year (if Weyand was employed by MSC on the last day of that fiscal year) to the extent that such Incentive Bonus had previously been earned but not paid to Weyand; and

      (iii) any reimbursement due to Weyand pursuant to Section 4.2 for expenses incurred by Weyand on or before the Severance Date.

  (b) As used herein, " Cause " shall mean the reasonable and good faith written determination by two-thirds of the Board (excluding Weyand, if he is then a member of the Board, from both the numerator and the denominator of such fraction for purposes of such determination) that, during the Term, any of the following events or contingencies exists or has occurred:

  • • (i) Weyand is convicted of, or pleads guilty or nolo contendre to, a felony within the meaning of such term by United States federal or state law (other than traffic related offenses or as a result of vicarious liability);

      (ii) Weyand willfully commits an act of material fraud, embezzlement or theft against MSC or one of its affiliates or willfully commits a material violation of state or federal securities laws involving MSC or one of its affiliates;

      (iii) Weyand willfully and repeatedly fails to perform his material fiduciary and other duties to MSC after having received written notice from MSC

      of such claimed failure;

      (iv) Weyand willfully engages in gross misconduct in carrying out his duties hereunder resulting in material economic harm to MSC;

      (v) the execution and delivery of this Agreement by Weyand and MSC and the performance by Weyand of Weyand’s duties hereunder constitutes a breach by Weyand of, or otherwise contravenes, the terms of any other agreement or policy to which Weyand is a party or otherwise bound which materially interferes with Weyand’s ability to effectively perform his duties and responsibilities to MSC hereunder;

      (vi) Weyand has information (including, without limitation, confidential information and trade secrets) relating to any other person or entity which Weyand is not legally and contractually free to disclose to MSC which materially interferes with Weyand’s ability to effectively perform his duties and responsibilities to MSC hereunder;

      (vii) Weyand is bound by any confidentiality, trade secret or similar agreement (other than this Agreement and the Inventions Agreement referred to in Section 9) with any other person or entity which materially interferes with Weyand’s ability to effectively perform his duties and responsibilities to MSC hereunder; or

      (viii) any intentional wrongful act or omission by Weyand has occurred that results in the restatement of the Company’s financial statements due to a violation of the Sarbanes-Oxley Act of 2002.

  For purposes of a termination for Cause, no act or failure to act, on Weyand’s part shall be considered "willful" unless done, or omitted to be done, by Weyand not in good faith and without reasonable belief that Weyand’s action or omission was in, or not opposed to, the best interests of MSC.

  Anything to the contrary notwithstanding, Weyand shall not be terminated for Cause under paragraph 5.5(b)(ii), (iii), (iv), (v), (vi) or (vii) unless he is given written notice setting forth the basis for termination and he is given fifteen (15) days to cure such neglect or conduct and, if he fails to cure such neglect or conduct, Weyand is given the opportunity to be heard before the Board and the Board shall have made the written determination set forth at the beginning of this Section 5.5(b).

  (c) As used herein, " Disability " shall mean a physical or mental impairment which renders Weyand unable to perform the essential functions of his employment with MSC, even with reasonable accommodation that does not impose an undue hardship on MSC, for more than 180 days in any 12-month period, unless a longer period is required by federal or state law, in which case that longer period would apply. The determination of whether or not a Disability exists for purposes of this Agreement shall be based upon the findings of a medical doctor reasonably acceptable to both parties. If the two parties cannot agree on a medical doctor, each party shall select a medical doctor and the two medical doctors shall select a third who shall be the approved doctor for this purpose. Neither MSC nor Weyand shall terminate his employment for Disability unless the party terminating Weyand’s employment has given written notice to the other party as provided

  herein.

  (d) As used herein, " Good Reason " shall mean the occurrence of one or more of the following without Weyand’s written consent:

  • • (i) a material breach of this Agreement by MSC (including, without limitation, any breach by MSC of Section 3.1);

      (ii) a material diminution in Weyand’s duties (when such duties are viewed in the aggregate) from the level contemplated by Section 1.2 (including, without limitation, any change in title or position other than as contemplated by Section 1.2); provided that it shall not constitute Good Reason hereunder solely because Weyand is no longer serving as Chairman, provided that he reports directly to the Board;

      (iii) the assignment by MSC of duties to Weyand that are materially inconsistent with his position as CEO or as an executive Chairman, as applicable;

      (iv) the failure of MSC to maintain Directors’ and Officers’ Liability Insurance on terms not materially less favorable to Weyand than the terms of the policy presently in effect; provided that in no event shall Good Reason exist if MSC has in place Directors’ and Officers’ Liability Insurance coverage at a cost on an annualized basis that is not less than two hundred percent (200%) of the annualized cost of the policy in effect on the Effective Date; or

      (v) Within 24 months of the occurrence of a Change in Control Event, any reduction in Weyand’s Base Salary, Target Bonus opportunity, or aggregate benefits levels;

      provided, however , that none of the foregoing events shall constitute Good Reason unless Weyand shall have notified MSC in writing describing the events which constitute Good Reason and MSC shall have failed to reasonably cure such event within a reasonable period, not to exceed fifteen (15) days, after MSC’s actual receipt of such written notice.

  (e) As used herein, effective as of the Signing Date, " Change in Control Event " and " CIC " means any of the following:

  • • (i) Approval by MSC’s stockholders of the dissolution or liquidation of MSC;

      (ii) Approval by MSC’s stockholders of an agreement to merge or consolidate, or otherwise reorganize, with or into one or more entities that are not Subsidiaries or other affiliates, as a result of which less than 50% of the outstanding voting securities of the surviving or resulting entity immediately after the reorganization are, or will be, owned, directly or indirectly, by MSC’s stockholders immediately before such reorganization (assuming for purposes of such determination that there is no change in the record ownership of MSC’s securities from the record date for such approval until such reorganization and that such record owners hold no securities of the other parties to such

      reorganization, but including in such determination any securities of the other parties to such reorganization held by MSC’s affiliates);

      (iii) Approval by MSC’s stockholders of the sale ,lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of MSC’s business and/or assets to a person or entity that is not a Subsidiary;

      (iv) Any " person " (as such term is used in Sections 13(d) and 14(d) of the Exchange Act but excluding any person described in and satisfying the conditions of Rule 13d-1(b)(1) thereunder) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing more than 35% of the combined voting power of the Corporation’s then outstanding securities entitled to then vote generally in the election of directors of the Corporation; or

      (v) During any period not longer than twelve consecutive months, a majority of the members of the Board is replaced by Board members whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election.

  For purposes of this subsection, " Subsidiary " means any corporation or other entity a majority of whose outstanding voting stock or voting power is beneficially owned, directly or indirectly, by MSC.

6.         Means and Effect of Termination .  Any termination of Weyand’s employment under this Agreement shall be communicated by written notice of termination from the terminating party to the other party. The notice of termination shall indicate the specific provision(s) of this Agreement relied upon in effecting the termination.

7.         Non-Competition .  Weyand acknowledges and recognizes the highly competitive nature of MSC’s businesses, the amount of sensitive and confidential information involved in the discharge of Weyand’s position with MSC, and the harm to MSC that would result if such knowledge or expertise was disclosed or made available to a competitor. Based on that understanding, Weyand hereby expressly agrees as follows:

7.1 As a result of the particular nature of Weyand’s relationship with MSC, in the capacities identified earlier in this Agreement, during the Term and for the longer of (a) 12 months thereafter or (b) any period that Weyand is receiving payments pursuant to Section 5.3 (including any period such payments are delayed pursuant to Section 5.3(e) hereof (for purposes of complying with Internal Revenue Code Section 409A)), Weyand hereby agrees that he will not, directly or indirectly, (i) engage in any business for Weyand’s own account or derive any material economic benefit from any business that competes with the business of MSC or any of its affiliates (MSC and its affiliates are referred to, collectively, as the " Company Group "), (ii) enter the employ of, or render any services to, any person engaged in any business that competes with the business of any entity within the Company Group, (iii) acquire a financial interest in any person engaged in any business that competes with the business of any entity within the Company Group, directly or indirectly, as an individual, partner, member, shareholder, officer, director, principal, agent, trustee or consultant, or (iv) other than in the performance of his duties hereunder, interfere with business relationships (whether formed before or after the Effective

Date) between MSC, any of its respective affiliates or subsidiaries, and any customers, suppliers, officers, employees, partners, members or investors of any entity within the Company Group for the purpose of competing, or allowing a third party to compete, with the business of any entity of the Company Group. For purposes of this Agreement, businesses in competition with the Company Group shall include, without limitation, businesses in which any entity within the Company Group actively participates and any businesses which any entity within the Company Group has specific plans to actively participate in the future if Weyand is aware of such plans, whether or not such entity has commenced such operations.

7.2 Notwithstanding anything to the contrary in this Agreement, Weyand may, directly or indirectly, own, solely as an investment, (x) securities of any person which are publicly traded on a national or regional stock exchange or on an over-the-counter market if Weyand (i) is not a controlling person of, or a member of a group which controls, such person, and (ii) does not, directly or indirectly, beneficially own two percent (2%) or more of any class of securities of such person or (y) which is a mutual fund or similar investment vehicle.

8.         Confidentiality . As a material part of the consideration for MSC’s commitment to the terms of this Agreement, Weyand hereby agrees that Weyand will not at any time (whether during or after Weyand’s employment with MSC), other in the course of Weyand’s duties hereunder, knowingly disclose, disclose in a fashion that Weyand reasonably should know the consequences of such disclosure, or use for Weyand’s own benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise, any trade secrets, or other confidential data or information relating to customers, development programs, costs, marketing, trading, investment, sales activities, promotion, credit and financial data, financing methods, or plans of any entity within the Company Group; provided, however , that the foregoing shall not apply to information which is generally known to the industry or the public, other than as a result of Weyand’s breach of this covenant. Weyand further agrees that Weyand will not retain or use for his account, at any time, any trade names, trademark or other proprietary business designation used or owned in connection with the business of any entity within the Company Group. Notwithstanding the foregoing, the provisions of this Section 8 shall not apply when (i) disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with apparent jurisdiction to order Weyand to disclose or make available such information, provided, however that Weyand shall promptly notify MSC in writing upon receiving a request for such information, or (ii) with respect to any other litigation, arbitration or mediation involving this Agreement, including but not limited to enforcement of this Agreement.

9.         Inventions and Developments .  Concurrently with entering into this Agreement, Weyand will execute the Inventions Agreement attached hereto as Exhibit F .

10.       Anti-solicitation .  Weyand promises and agrees that during the Term and for a period of one (1) year thereafter, Weyand will not, directly or indirectly, individually or as a consultant to, or as an employee, officer, stockholder, director or other owner or participant in any business, influence or attempt to influence customers, vendors, suppliers, joint venturers, associates, consultants, agents, or partners of any entity within the Company Group, either directly or indirectly, to divert their business away from the Company Group, to any individual, partnership, firm, corporation or other entity then in competition with the business of any entity within the Company Group, and he will not otherwise materially interfere with any business relationship of any entity within the Company Group; provided, however, that following the Term, the participation in, or ownership of, a competitive business shall not, in and of itself, be deemed to be material interference under this Section 10.

11.       Soliciting Employees .  Weyand promises and agrees that during the Term and for a period of one (1) year thereafter, Weyand will not, directly or indirectly, individually or as a consultant to, or as an employee, officer, stockholder, director or other owner of or participant in any business, solicit (or assist in soliciting) any person who is then, or at any time within six (6) months prior thereto was, an employee of an entity within the Company Group who earned annually $25,000 or more as an employee of such entity during the last six (6) months of his or her own employment to work for (as an employee, consultant or otherwise) any business, individual, partnership, firm, corporation, or other entity whether or not engaged in competitive business with any entity in the Company Group.

12.       Return of Property .  Weyand agrees to truthfully and faithfully account for and deliver to MSC all property belonging to MSC, any other entity in the Company Group, or any of their respective affiliates, which Weyand may receive from or on account of MSC, any other entity in the Company Group, or any of their respective affiliates, and upon the termin