Exhibit 10.8
MSC.SOFTWARE CORPORATION
2006
PERFORMANCE INCENTIVE PLAN
INCENTIVE
STOCK OPTION AGREEMENT
THIS INCENTIVE STOCK OPTION
AGREEMENT (this “
Option Agreement ”) dated _____________________ by and
between MSC.SOFTWARE CORPORATION , a Delaware corporation
(the “ Corporation ”), and
___________________________ (the “ Grantee ”)
evidences the incentive 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.
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Number of Shares of Common Stock:
1
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Award Date:
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Exercise Price per Share:
1
$
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Expiration Date:
1,2
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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.
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The Option is granted under the
MSC.Software Corporation 2006 Performance Incentive Plan (the
“ Plan ”) and subject to the Terms and
Conditions of Incentive 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. The
Option is intended as an incentive stock option within the meaning
of Section 422 of the Code (an “ ISO ”).
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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“GRANTEE”
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MSC.SOFTWARE CORPORATION
a Delaware corporation
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By:
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Signature
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Print Name:
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Print
Name
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Title:
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CONSENT OF SPOUSE
In consideration of the
Corporation’s execution of this Option Agreement, the
undersigned spouse of the Grantee agrees to be bound by all of the
terms and provisions hereof and of 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 INCENTIVE
STOCK OPTION
1. Vesting; Limits on
Exercise.
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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•
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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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•
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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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ISO Value Limit
. If the aggregate fair market value
of the shares with respect to which ISOs (whether granted under the
Option or otherwise) first become exercisable by the Grantee in any
calendar year exceeds $100,000, as measured on the applicable Award
Dates, the limitations of Section 5.1.2 of the Plan shall
apply and to such extent the Option will be rendered a nonqualified
stock option.
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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
the 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 owne
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