Exhibit 10.2
MSC.SOFTWARE
CORPORATION
2006 PERFORMANCE INCENTIVE
PLAN
PERFORMANCE STOCK UNIT AWARD
AGREEMENT
THIS PERFORMANCE 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, one-third of the total number of Stock Units
subject to the Award (subject to adjustment under Section 7.1
of the Plan) shall be eligible to vest and become nonforfeitable
based on the Corporation’s performance during each of the
calendar years 2007, 2008 and 2009 (each such year, a “
Performance Year ”). The Stock Units that are eligible
to vest with respect to a particular Performance Year shall vest if
and to the extent that the performance measures set forth on
Exhibit A attached hereto and incorporated herein by
reference are satisfied with respect to such Performance Year;
provided, however, that any vesting of the Stock Units with respect
to a Performance Year shall be contingent upon the
Participant’s continued employment by the Corporation and its
Subsidiaries through the Determination Date (as defined below) that
follows such Performance Year. The vesting of the Stock Units shall
be determined by the Compensation Committee of the Board of
Directors of the Corporation (the “ Committee ”)
in its sole discretion as soon as practicable after the end of the
Performance Year but in no event later than March 30 of the
calendar year that follows such
1
Performance Year. (The date on which the
Committee makes such determination is referred to herein as the
“ Determination Date .”) Any Stock Units that
are eligible to vest with respect to a particular Performance Year
and do not vest as of the Determination Date that follows such
Performance Year shall automatically terminate and be cancelled as
of such Determination Date without payment of any consideration by
the Corporation and without any other action by the Participant.
Any such terminated Stock Units shall not thereafter be considered
outstanding Stock Units for purposes of the Award, including
(without limitation) for purposes of crediting dividend equivalents
pursuant to Section 5(b) or acceleration of vesting pursuant
to Section 8(b) or Section 9.
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.
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 3 or 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
2
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 3 or
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, alienate
