2006 PERFORMANCE INCENTIVE PLAN
STOCK UNIT AWARD AGREEMENT
THIS STOCK UNIT AWARD AGREEMENT (this “ Agreement ”) is dated as of March 11, 2009 by and between
MSC.Software Corporation , a Delaware corporation (the “ Corporation ”), and Ashfaq A. Munshi (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 44,843 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 all of
the Stock Units (subject to adjustment u