Exhibit 10.1
MSC.SOFTWARE
CORPORATION
2006 PERFORMANCE INCENTIVE
PLAN
STOCK UNIT AWARD
AGREEMENT
THIS STOCK UNIT AWARD
AGREEMENT (this “
Agreement ”) is dated as of [
, 2006 ] by and between MSC.Software Corporation, a Delaware
corporation (the “ Corporation ”), and [
] (the “ Participant ”).
W I T N E S S E T
H
WHEREAS , pursuant to the MSC.Software Corporation 2006
Performance Incentive Plan (the “ Plan ”), the
Corporation has granted to the Participant effective as of the date
hereof (the “ Award Date ”), a credit of stock
units under the Plan (the “ Stock Unit Award ”
or “ Award ”), upon the terms and conditions set
forth herein and in the Plan.
NOW THEREFORE
, in consideration of services
rendered and to be rendered by the Participant, and the mutual
promises made herein and the mutual benefits to be derived
therefrom, the parties agree as follows:
1. Defined Terms . Capitalized terms
used herein and not otherwise defined herein shall have the meaning
assigned to such terms in the Plan.
2. Grant . Subject to the terms of
this Agreement, the Corporation hereby grants to the Participant a
Stock Unit Award with respect to an aggregate of [
] stock units (subject to adjustment as provided in
Section 7.1 of the Plan) (the “ Stock Units
”). As used herein, the term “stock unit” shall
mean a non-voting unit of measurement which is deemed for
bookkeeping purposes to be equivalent to one outstanding share of
the Corporation’s Common Stock (subject to adjustment as
provided in Section 7.1 of the Plan) solely for purposes of
the Plan and this Agreement. The Stock Units shall be used solely
as a device for the determination of the payment to eventually be
made to the Participant if such Stock Units vest pursuant to
Section 3. The Stock Units shall not be treated as property or
as a trust fund of any kind.
3. Vesting . Subject to
Section 8 and Section 9 below, the Award shall vest and
become nonforfeitable with respect to one-third of the total number
of Stock Units (subject to adjustment under Section 7.1 of the
Plan) on each of the first, second and third anniversaries of the
Award Date.
4. Continuance of Employment . 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 Award and the rights and benefits
under this Agreement. Employment or service for only a portion of
the vesting period, even if a substantial portion, will not entitle
the Participant 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 8(a) below or
under the Plan.
1
Nothing contained in this Agreement
or the Plan constitutes an employment or service commitment by the
Corporation, affects the Participant’s status as an employee
at will who is subject to termination without cause, confers upon
the Participant 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 services, or affects the right of the
Corporation or any Subsidiary to increase or decrease the
Participant’s other compensation or benefits. Nothing in this
paragraph, however, is intended to adversely affect any independent
contractual right of the Participant without his consent
thereto.
5. Dividend and Voting Rights
.
(a) Limitations on Rights
Associated with Units . The Participant shall have no
rights as a stockholder of the Corporation, no dividend rights
(except as expressly provided in Section 5(b) with respect to
Dividend Equivalent Rights) and no voting rights, with respect to
the Stock Units and any shares of Common Stock underlying or
issuable in respect of such Stock Units until such shares of Common
Stock are actually issued to and held of record by the Participant.
No adjustments will be made for dividends or other rights of a
holder for which the record date is prior to the date of issuance
of the stock certificate.
(b) Dividend Equivalent Rights
Distributions . In the event that the Corporation pays an
ordinary cash dividend on its Common Stock and the related dividend
payment record date occurs at any time after the Award Date and
before all of the Stock Units subject to the Award have either been
paid pursuant to Section 7 or terminated pursuant to
Section 8(a), the Corporation shall credit the Participant as
of such record date with an additional number of Stock Units equal
to (i) the per-share cash dividend paid by the Corporation on
its Common Stock with respect to such record date, multiplied by
(ii) the total number of outstanding and unpaid Stock Units
(including any dividend equivalents previously credited hereunder)
(with such total number adjusted pursuant to Section 7.1 of
the Plan and/or Section 9 hereof) subject to the Award as of
such record date, divided by (iii) the fair market value of a
share of Common Stock (as determined under the Plan) on such record
date. Any Stock Units credited pursuant to the foregoing provisions
of this Section 5(b) shall be subject to the same vesting,
payment and other terms, conditions and restrictions as the
original Stock Units to which they relate. No crediting of Stock
Units shall be made pursuant to this Section 5(b) with respect
to any Stock Units which, as of such record date, have either been
paid pursuant to Section 7 or terminated pursuant to
Section 8(a).
6. Restrictions on Transfer . Neither
the Stock Unit Award, nor any interest therein or amount or shares
payable in respect thereof may be sold, assigned, transferred,
pledged or otherwise disposed of, alienated or encumbered, either
voluntarily or involuntarily. The transfer restrictions in the
preceding sentence shall not apply to (a) transfers to the
Corporation, or (b) transfers by will or the law
