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Exhibit
10.2
MSC.SOFTWARE
CORPORATION
2006 PERFORMANCE INCENTIVE
PLAN
NONQUALIFIED STOCK OPTION
AGREEMENT
THIS NONQUALIFIED STOCK
OPTION AGREEMENT (this “ Option Agreement ”)
by and between MSC.SOFTWARE CORPORATION , a Delaware
corporation (the “ Corporation ”), and the
“ Grantee ” evidences the nonqualified stock
option (the “Option” ) granted by the
Corporation to the Grantee as to the number of shares of the
Corporation’s Common Stock first set forth below.
Number of Shares of Common
Stock: 1
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Exercise Price per Share: 1
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Expiration Date: 1,2 |
Vesting
1,2
The Option shall become
vested as to 25% of the total number of shares of Common Stock
subject to the Option on the first anniversary of the Award Date.
The remaining 75% of the total number of shares of Common Stock
subject to the Option shall become vested and exercisable as to an
additional 25% on and after each of the second, third, and fourth
anniversaries of the Award Date.
The Option is granted under
the MSC.Software Corporation 2006 Performance Incentive Plan (the
“ Plan ”) and subject to the Terms and
Conditions of Nonqualified Stock Option (the “ Terms
”) attached to this Option Agreement (incorporated herein by
this reference) and to the Plan. The Option has been granted to the
Grantee in addition to, and not in lieu of, any other form of
compensation otherwise payable or to be paid to the Grantee.
Capitalized terms are defined in the Plan if not defined herein.
The parties agree to the terms of the Option set forth herein. The
Grantee acknowledges receipt of a copy of the Terms, the Plan and
the Prospectus for the Plan.
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1
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Subject to adjustment under Section 7.1 of the
Plan.
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2
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Subject to early termination under Section 4 of the Terms
and Section 7.4 of the Plan.
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TERMS AND CONDITIONS OF
NONQUALIFIED STOCK OPTION
| 1. |
Vesting; Limits on Exercise; Incentive Stock Option
Status . |
The Option shall vest and
become exercisable in percentage installments of the aggregate
number of shares subject to the Option as set forth on the cover
page of this Option Agreement. The Option may be exercised only to
the extent the Option is vested and exercisable.
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Cumulative
Exercisability . To the extent that the Option is vested and
exercisable, the Grantee has the right to exercise the Option (to
the extent not previously exercised), and such right shall
continue, until the expiration or earlier termination of the
Option.
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No
Fractional Shares . Fractional share interests shall be
disregarded, but may be cumulated.
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Minimum Exercise . No
fewer than 100 1 shares of Common Stock may be purchased at any one time, unless
the number purchased is the total number at the time exercisable
under the Option.
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Nonqualified Stock Option . The Option is a nonqualified
stock option and is not, and shall not be, an incentive stock
option within the meaning of Section 422 of the
Code.
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| 2. |
Continuance of Employment/Service Required; No
Employment/Service Commitment . |
The vesting schedule requires
continued employment or service through each applicable vesting
date as a condition to the vesting of the applicable installment of
the Option and the rights and benefits under this Option Agreement.
Employment or service for only a portion of the vesting period,
even if a substantial portion, will not entitle the Grantee to any
proportionate vesting or avoid or mitigate a termination of rights
and benefits upon or following a termination of employment or
services as provided in Section 4 below or under the
Plan.
Nothing contained in this
Option Agreement or the Plan constitutes a continued employment or
service commitment by the Corporation or any of its Subsidiaries,
affects the Grantee’s status, if he or she is an employee, as
an employee at will who is subject to termination without cause,
confers upon the Grantee any right to remain employed by or in
service to the Corporation or any Subsidiary, interferes in any way
with the right of the Corporation or any Subsidiary at any time to
terminate such employment or service, or affects the right of the
Corporation or any Subsidiary to increase or decrease the
Grantee’s other compensation.
| 3. |
Method of Exercise of Option . |
The Option shall be
exercisable by delivery to the Chief Financial Officer of the
Corporation (or such other person as the Administrator may require
pursuant to such administrative exercise procedures as the
Administrator may implement from time to time) of
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a written
notice stating the number of shares of Common Stock to be purchased
pursuant to the Option or by the completion of such other
administrative exercise procedures as the Administrator may require
from time to time;
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payment in
full for the Exercise Price of the shares to be purchased in cash,
check or by electronic funds transfer to the Corporation, or
(subject to compliance with all applicable laws, rules, regulations
and listing requirements and further subject to such rules as the
Administrator may adopt as to any non-cash payment) in shares of
Common Stock already owned by the Grantee, valued at their fair
market value on the exercise date, provided , however
, that any shares initially acquired upon exercise of a stock
option or otherwise from the Corporation must have been owned by
the Grantee for at least six (6) months before the date of
such exercise;
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any written
statements or agreements required pursuant to Section 8.1 of
the Plan; and
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satisfaction
of the tax withholding provisions of Section 8.5 of the
Plan.
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The Administrator also may, but is not
required to, authorize a non-cash payment alternative by
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