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Restricted Stock Purchase Agreement

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Sectors: Computer Software and Services
Governing Law: Delaware, View Delaware State Laws
Effective Date: August 15, 2005
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FORM OF

MSC.SOFTWARE CORPORATION



RESTRICTED STOCK PURCHASE AGREEMENT



This Restricted Stock Purchase Agreement (this " Agreement ") is dated as of August 15, 2005 by and between MSC.Software Corporation, a Delaware corporation (the " Company "), and Glenn R. Wienkoop (the " Executive ").



RECITALS



On August 15, 2005 (the " Effective Date "), the Company granted to the Executive a right to purchase 100,000 shares of restricted Company Common Stock, par value $0.01 per share (" Common Stock "), upon the terms and conditions set forth herein.



The Executive desires to exercise such purchase right as to [ ] shares of Common Stock, upon the terms and conditions set forth herein.



AGREEMENT



In consideration of services to be rendered by the Executive and payment of the purchase price for any shares of Common Stock purchased by the Executive pursuant to the terms hereof, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:



1. Grant . On the Effective Date, the Company granted to the Executive a right (the " Purchase Right ") to purchase all or any part of 100,000 shares of Common Stock. The price per share of Common Stock subject to the Purchase Right is $11.00. The shares of Common Stock that the Executive desires to purchase pursuant to this Agreement (as set forth above) are referred to as the " Restricted Shares " and will be subject to the restrictions set forth herein. The grant of the Purchase Right was is in full satisfaction of the Company92s obligation to grant stock purchase rights covering 100,000 shares of Common Stock to the Executive at a per share price of $11.00 pursuant to that certain letter agreement, dated on or about July 27, 2005, providing for the terms and conditions of Executive92 s employment by the Company.



2. Exercise of Purchase Right . The Purchase Right is exercisable by the Executive as of the Effective Date and will remain exercisable only until the first to occur of (1) the termination of the Executive92s employment with the Company, or (2) the close of business on August 29, 2005. To exercise the Purchase Right, the Executive must, before the expiration of the exercise period described above, do each of the following: (1) execute this Agreement, have the Executive92s spouse (if the Executive is married) execute the spousal consent attached hereto, and return such fully executed version to the Chief Executive Officer of the Company, (2) deliver to the Company along with the executed version of this Agreement the aggregate purchase price ($11.00 per share), in cash or check payable to the Company, for the Restricted Shares, and (3) execute and deliver the stock power contemplated by Section 4(e) below. The date that the Purchase Right is validly exercised in accordance with this Section 2 is referred to as the " Purchase Date ."



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3. Vesting; Termination of Employment .



(a) Repurchase Right . If the Executive ceases for any reason to be employed by the Company prior to August 15, 2006, the Company shall have the right (but not the obligation) to repurchase from the Executive, and the Executive shall be obligated to sell to the Company, the Restricted Shares at a per share price (the " Repurchase Price ") equal to the lesser of (1) $11.00 per share (subject to adjustment pursuant to Section 7) and (2) the Fair Market Value (as such term is defined in the Company92s 2001 Stock Option Plan) of a share of Common Stock as of the date that the Executive92s employment by the Company terminates. Such repurchase right shall terminate (1) if the Executive is employed by the Company on August 15, 2006, or (2) if the Executive92s employment by the Company terminates prior to August 15, 2006, to the extent that the Company does not exercise such repurchase right within ninety (90) days following the last day that the Executive is employed by the Company. No interest shall be credited with respect to nor shall other adjustments (other than any adjustments that the Board determines are appropriate pursuant to Section 7) be made to the Repurchase Price for fluctuations in the fair market value of the Common Stock either before or after the date the Executive92s employment by the Company terminates.



(b) Exercise of Repurchase Right . To exercise its repurchase right under this Section 3, the Company must give written notice thereof to the Executive (the " Call Notice ") during the ninety (90) day exercise period described in Section 3(a). The Call Notice is irrevocable by the Company and must (a) be in writing and signed by an authorized officer of the Company, and (b) set forth the Company92s intent to exercise its repurchase right pursuant to this Agreement and contain the total number of Restricted Shares to be sold to the Company pursuant to such repurchase. The closing of any repurchase under this Section 3 shall be at a date to be specified by the Company, such date to be no later than 30 days after the date of the Call Notice. The purchase price shall be paid at the closing in the form of a check payable to the Executive (or his estate in the event of the Executive92s death) or by offset of any obligation of the Executive then owes to the Company. The Company may exercise its powers under Section 4(e) hereof and take any other action necessary or advisable to evidence a transfer of the Restricted Shares to the Company upon such a repurchase. The Executive, or the Executive92s beneficiary or personal representative, as the case may be, shall deliver any additional documents of transfer that the Company may request to confirm the transfer of the Restricted Shares to the Company.



(c) Continuance of Employment . The lapse of the repurchase right referred to above requires continued employment through August 15, 2006 as a condition to the vesting of the Restricted Shares. Employment for only a portion of the vesting period, even if a substantial portion, will not entitle the Executive to any proportionate vesting. Nothing contained in this Agreement constitutes an employment commitment by the Company, affects the Executive92s status as an employee at will who is subject to termination without cause, confers upon the Executive any right to remain employed by the Company, interferes in any way with the right of the Company at any time to terminate such employment, or affects the right of the Company to increase or decrease the Executive92s other compensation or benefits.



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4. Stock Certificates .



(a) Book Entry Form . The Company shall, in its discretion but in any event promptly following the Purchase Date, issue the Restricted Shares either (1) in certificate form as provided in Section 4(b) below or (2) in book entry form, registered in the name of the Executive with notations regarding the applicable restrictions on transfer imposed under this Agreement.



(b) Certificates to be Held by Company; Legend . Any certificates representing Restricted Shares that may be delivered to the Executive by the Company prior to vesting shall be immediately redelivered by the Executive to the Company to be held by the Company until the repurchase right on such shares under Section 3 shall have lapsed and the shares shall thereby have become vested or the shares represented thereby have been repurchased by the Company pursuant to Section 3. Such certificates shall bear the following legend (in addition to the legend(s) contemplated by Section 4(d)):



"The ownership of this certificate and the shares of stock evidenced hereby and any interest therein are subject to substantial restrictions on transfer and a repurchase right under a Restricted Stock Purchase Agreement entered into between the registered owner and MSC.Software Corporation. A copy of such Restricted Stock Purchase Agreement is on file in the office of the Secretary of MSC.Software Corporation."



(c) Delivery of Certificates Upon Vesting . Promptly after the vesting of any Restricted Shares pursuant to Section 3 and the satisfaction of any and all related tax withholding obligations pursuant to Section 8, the Company shall, as applicable, either remove the notations referencing the repurchase right under Section 3 on any Restricted Shares issued in book entry form that have vested or deliver to the Executive a certificate or certificates evidencing the number of Restricted Shares that have vested (or, in either case, such lesser number of shares as may be permitted pursuant to Section 8). The Executive (or the beneficiary or personal representative of the Executive in the event of the Executive92s death or incapacity, as the case may be) shall deliver to the Company any representations or other documents or assurances as the Company may deem necessary or reasonably desirable to ensure compliance with all applicable legal and regulatory requirements.



(d) Share Legend Generally . The certificate(s) representing the Restricted Shares (both before and after such shares shall have become vested pursuant to Section 3) shall bear the following legend and/or any other appropriate or required legends under applicable laws (and in addition to any legend provided in Section 4(b) above):



" The securities represented hereby have not been registered or qualified under the Securities Act of 1933, as amended ("Act"), nor have they been registered or qualified under the securities laws of any state. No transfer of such securities will be permitted unless a registration statement under the Act is then in effect as to such transfer, the transfer is made in accordance with Rule 144 under the Act, or in the opinion of counsel to MSC.Software Corporation registration under the Act is unnecessary in order for such transfer to comply with the Act and with applicable state securities laws. "



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Any Restricted Shares issued in book entry form shall include a notation referencing such restrictions (both before and after such shares shall have become vested pursuant to Section 3).



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