As filed with the Securities and Exchange Commission on August 25, 1998
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
THE MACNEAL-SCHWENDLER CORPORATION
(Exact name of registrant as specified in its charter)
___________________
Delaware 95-2239450
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
815 Colorado Boulevard, Los Angeles, California 90041-1777
(Address of principal executive offices)
The MacNeal-Schwendler Corporation 1998 Stock Option Plan
(Full title of the plan)
______________
LOUIS A. GRECO
THE MACNEAL-SCHWENDLER CORPORATION
815 Colorado Boulevard
Los Angeles, California 90041-1777
(Name and address of agent for service)
___________________
Telephone number, including area code, of agent for service:
(323) 258-9111
___________________
Copy to:
D. Stephen Antion, Esq.
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, California 90071
<TABLE>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Maximum Maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered per unit price fee
Common Stock, $.01 1,000,000(1) $8.0625(2) $8,062,500(2) $2,378(2)
par value shares
<FN>
<FN1> This Registration Statement covers, in addition
to the number of shares of Common Stock stated above, options
and other rights to purchase or acquire the shares of Common
Stock covered by the Prospectus and, pursuant to Rule 416 under
the Securities Act of 1933, as amended (the "Securities Act"),
an additional indeterminate number of shares which by reason of
certain events specified in the Plan may become subject to the
Plan.
<FN2> Pursuant to Securities Act Rule 457(h), the
maximum offering price, per share and in the aggregate, and the
registration fee were calculated based upon the average of the
high and low prices of the Common Stock on August 24, 1998 as
reported on the New York Stock Exchange and published in the
Western Edition of the Wall Street Journal.
</FN>
</TABLE>
The exhibit index for this Registration Statement is
at page 10.
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in
Part I of Form S-8 (plan information and registrant information)
will be sent or given to employees as specified by Securities
Act Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Securities Act Rule 424.
These documents, which include the statement of availability
required by Item 2 of Form S-8, and the documents incorporated
by reference in this Registration Statement pursuant to Item 3
of Form S-8 (Part II hereof), taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the
Securities Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents of The MacNeal-Schwendler
Corporation (the "Company") filed with the Commission are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1998;
(b) The Company's Quarterly Report on Form 10-Q for the
quarterly period ended April 30, 1998; and
(c) The description of the Company's Common Stock
contained in its Registration Statement on Form 8-A dated
May 22, 1996 and any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters
all securities then remaining unsold, are deemed to be
incorporated by reference into the prospectus and to be a part
hereof from the date of filing of such documents. Any statement
contained herein or in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except
as so modified or amended, to constitute a part of this
Registration Statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Delaware law provides for the indemnification of
officers and directors in terms sufficiently broad to include
indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under
the Securities Act. Pursuant to Section 145 of the Delaware
General Corporation Law, a corporation may indemnify an officer
or director if that person acted in good faith and in a manner
reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to criminal
actions or proceedings, had no reason to believe the conduct was
unlawful.
The Company has adopted provisions in its Bylaws which
limit the liability of its directors and officers to the fullest
extent permitted by Delaware law. The Company will indemnify
its directors and officers for claims against them arising out
of their duties as directors or officers of the Company. Such
indemnification includes any attorneys' fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid in settlement
and amounts expended in seeking indemnification granted for such
person under applicable law, the Bylaws or any agreement with
the Company reasonably incurred by a director or officer,
provided such director or officer acted in good faith and in a
manner reasonably believed to be in or not opposed to the best
interests of the Company. The Company may also advance expenses
(including attorneys' fees) to its directors and officers
relating to such claims. The Company has purchased and
maintains insurance covering any liabilities asserted against
and incurred by its directors and officers acting in such
capacities, whether or not the Company would have the power or
obligation to indemnify such directors or officers under its
Bylaws.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
See the attached Exhibit Index at page 10.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus
required by Section 10(a)(3) of the Securities
Act;
(ii) To reflect in the
prospectus any facts or events arising after the
effective date of the Registration Statement (or
the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent
a fundamental change in the information set forth
in the Registration Statement; and
(iii) To include any
material information with respect to the plan of
distribution not previously disclosed in the
Registration Statement or any material change to
such information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference
in the Registration Statement;
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the provisions described in Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Los Angeles, State of California, on this 25th day
of August, 1998.
THE MACNEAL-SCHWENDLER CORPORATION
By: /s/ THOMAS C. CURRY
Thomas C. Curry
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
SIGNATURE TITLE DATE
/s/ GEORGE N. RIORDAN Chairman of the Board August 25, 1998
George N. Riordan
/s/ THOMAS C. CURRY President, Chief Executive August 25, 1998
Thomas C. Curry Officer and Director
/s/ LOUIS A. GRECO Chief Financial Officer August 25, 1998
Louis A. Greco (Principal Financial and
Accounting Officer)
/s/ DONALD GLICKMAN Director August 25, 1998
Donald Glickman
/s/ LARRY S. BARELS Director August 25, 1998
Larry S. Barels
/s/ WILLIAM F. GRUN Director August 25, 1998
William F. Grun
/s/ FRANK PERNA Director August 25, 1998
Frank Perna
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4.1 The MacNeal-Schwendler
Corporation 1998 Stock Option
Plan.
4.2 The MacNeal-Schwendler
Corporation 1998 Stock Option
Plan form of Nonqualified
Stock Option Agreement.
4.3 The MacNeal-Schwendler
Corporation 1998 Stock Option
Plan form of Incentive Stock
Option Agreement.
5 Opinion of O'Melveny & Myers
LLP (opinion re: legality).
23.1 Consent of Independent
Auditors.
23.2 Consent of Counsel (included
in Exhibit 5).
<PAGE>
EXHIBIT 4.1
The MACNEAL-SCHWENDLER CORPORATION
1998 STOCK OPTION PLAN
<PAGE>
TABLE OF CONTENTS
Page
1. THE PLAN. 1
1.1 Purpose 1
1.2 Administration and Authorization; Power and
Procedure 1
1.3 Participation 3
1.4 Shares Available for Options; Share Limits 3
1.5 Grant of Option 4
1.6 Option Period 4
1.7 Limitations on Exercise and Vesting of Options 4
1.8 No Transferability 4
2. ELIGIBLE PERSON OPTIONS. 5
2.1 Grants 5
2.2 Option Price 6
2.3 Vesting; Option Period 6
2.4 Limitations on Grant and Terms of Incentive
Stock Options 7
2.5 Cancellation and Regrant/Waiver of
Restrictions/No Repricing 7
2.6 Options in Substitution for Stock Options
Granted by Other Corporations 8
3. NON-EMPLOYEE DIRECTOR OPTIONS. 8
3.1 Participation/Commencement 8
3.2 Option Grants 8
3.3 Option Price 9
3.4 Option Period and Exercisability 9
3.5 Termination of Directorship 9
3.6 Adjustments; Acceleration; Termination 9
4. OTHER PROVISIONS 10
4.1 Rights of Eligible Persons, Participants and
Beneficiaries 10
4.2 Adjustments; Acceleration 10
4.3 Effect of Termination of Employment;
Termination of Subsidiary Status;
Discretionary Provisions 12
4.4 Compliance with Laws 13
4.5 Tax Withholding 13
4.6 Plan Amendment, Termination and Suspension 14
4.7 Privileges of Stock Ownership 15
4.8 Effective Date of the Plan 15
4.9 Term of the Plan 15
4.10 Governing Law/Construction/Severability 15
4.11 Captions 16
4.12 Effect of Change of Subsidiary Status 16
4.13 Non-Exclusivity of Plan 16
5. DEFINITIONS. 16
EXHIBIT A Non-Employee Director Stock Option Agreement A-i
<PAGE>
THE MACNEAL-SCHWENDLER CORPORATION
1998 STOCK OPTION PLAN
1. THE PLAN.
1.1 PURPOSE. The purpose of this Plan is to promote
the success of the Company and the interests of its
stockholders by attracting, retaining and rewarding
officers, employees, and other eligible persons through
the grant of equity incentives and to attract, motivate
and retain experienced and knowledgeable independent
directors through the benefits provided under Section
3. Capitalized terms used herein are defined in
Section 5.
1.2 ADMINISTRATION AND AUTHORIZATION; POWER AND
PROCEDURE.
1.2.1 COMMITTEE. This Plan will be
administered by and all Options to Eligible
Persons will be authorized by the Committee.
Action of the Committee with respect to the
administration of this Plan will be taken pursuant
to a majority vote or by unanimous written consent
of its members.
1.2.2 PLAN AWARDS; INTERPRETATION; POWERS
OF COMMITTEE. Subject to the express provisions
of this Plan and any express limitations on the
delegated authority of a Committee, the Committee
will have the authority to:
(a) determine eligibility and the
particular Eligible Persons who will receive
Options;
(b) grant Options to Eligible
Persons, determine the price at which
securities will be offered and the amount of
securities to be offered or awarded to any of
such persons, and determine the other
specific terms and conditions of such Options
consistent with the express limits of this
Plan, and establish the installments (if any)
in which such Options will become exercisable
or will vest, or determine that no delayed
exercisability or vesting is required, and
establish the events of termination of such
Options;
(c) approve the forms of Option
Agreements (which need not be identical
either as to type of Option or among
Participants);
(d) construe and interpret this
Plan and any agreements defining the rights
and obligations of the Company and
Participants under this Plan, further define
the terms used in this Plan, and prescribe,
amend and rescind rules and regulations
relating to the administration of this Plan;
(e) cancel, modify, or waive the
Corporation's rights with respect to, or
modify, discontinue, suspend, or terminate
any or all outstanding Options held by
Eligible Persons, subject to any required
consent under Section 4.6;
(f) accelerate or extend the
exercisability or extend the term of any or
all such outstanding Options within the
maximum ten-year term of Options under
Section 2.3; and
(g) make all other determinations
and take such other action as contemplated by
this Plan or as may be necessary or advisable
for the administration of this Plan and the
effectuation of its purposes.
Notwithstanding the foregoing, the
provisions of Section 3 relating to Non-Employee
Director Options will be automatic and, to the
maximum extent possible, self-effectuating. To
the extent required, any interpretation or
administration of this Plan in respect of Options
granted under Section 3 will be the responsibility
of the Board.
1.2.3 BINDING DETERMINATIONS. Any action
taken by, or inaction of, the Corporation, any
Subsidiary, the Board or the Committee relating or
pursuant to this Plan will be within the absolute
discretion of that entity or body and will be
conclusive and binding upon all persons. No
member of the Board or Committee, or officer of
the Corporation or any Subsidiary, will be liable
for any such action or inaction of the entity or
body, of another person or, except in
circumstances involving bad faith, of himself or
herself. Subject only to compliance with the
express provisions hereof, the Board and Committee
may act in their absolute discretion in matters
within their authority related to this Plan.
1.2.4 RELIANCE ON EXPERTS. In making any
determination or in taking or not taking any
action under this Plan, the Committee or the
Board, as the case may be, may obtain and may rely
upon the advice of experts, including professional
advisors to the Corporation. No director, officer
or agent of the Company will be liable for any
such action or determination taken or made or
omitted in good faith.
1.2.5 BIFURCATION OF PLAN ADMINISTRATION
& DELEGATION. Subject to the limits set forth in
the definition of "Committee" in Section 5, the
Board may delegate different levels of authority
to different Committees with administration and
grant authority under this Plan, provided that
each designated Committee granting any Options
hereunder will consist exclusively of a member or
members of the Board. A majority of the members
of the acting Committee will constitute a quorum.
The vote of a majority of a quorum or the
unanimous written consent of a Committee will
constitute action by the Committee. A Committee
may delegate ministerial, non-discretionary
functions to individuals who are officers or
employees of the Company.
1.3 PARTICIPATION. Options may be granted by the
Committee only to those persons that the Committee
determines to be Eligible Persons. An Eligible Person
who has been granted an Option may, if otherwise
eligible, be granted additional Options if the
Committee so determines.
1.4 SHARES AVAILABLE FOR OPTIONS; SHARE LIMITS.
1.4.1 SHARES AVAILABLE. Subject to the
provisions of Section 4.2, the capital stock that
may be delivered under this Plan will be shares of
the Corporation's Common Stock. The Shares may be
delivered for any lawful consideration.
1.4.2 SHARE LIMITS. The maximum number
of Shares that may be delivered pursuant to
Options granted under this Plan is 1,000,000
Shares (the "Share Limit"). The maximum number of
Shares that may be delivered pursuant to Options
granted to Non-Employee Directors is 60,000
Shares. The maximum number of Shares subject to
those Options that are granted during any calendar
year to any one individual is 200,000 Shares.
Each of the foregoing numerical limits will be
subject to adjustment as contemplated by this
Section 1.4 and Section 4.2.
1.4.3 SHARE LIMIT; REPLENISHMENT AND
REISSUE OF UNVESTED OPTIONS. No Option may be
granted under this Plan unless, on the date of
grant, the sum of (i) the maximum number of Shares
issuable at any time pursuant to such Option, plus
(ii) the number of Shares that have previously
been issued pursuant to Options granted under this
Plan, other than reacquired Shares available for
reissue consistent with any applicable
limitations, plus (iii) the maximum number of
Shares that may be issued at any time after such
date of grant pursuant to Options that are
outstanding on such date, does not exceed the
Share Limit. Shares that are subject to or
underlie Options that expire or for any reason are
cancelled or terminated, are forfeited, fail to
vest, or for any other reason are not paid or
delivered under this Plan, as well as reacquired
Shares, will again, except to the extent
prohibited by law, be available for subsequent
Options under this Plan.
1.5 GRANT OF OPTION. Subject to the express
provisions of this Plan, the Committee will determine
the number of Shares subject to each Option and the
price to be paid for the Shares. Each Option will be
evidenced by an Option Agreement signed by the
Corporation and, if required by the Committee, by the
Participant.
1.6 OPTION PERIOD. Any option and related right will
expire not more than 10 years after the date of grant;
provided, however, that the delivery of stock pursuant
to an Option may be delayed until a future date if
specifically authorized by the Committee in writing.
1.7 LIMITATIONS ON EXERCISE AND VESTING OF OPTIONS.
1.7.1 PROVISIONS FOR EXERCISE. Unless
the Committee otherwise expressly provides, no
Option will be exercisable or will vest until at
least six months after the initial Option Date,
and once exercisable an Option will remain
exercisable until the expiration or earlier
termination of the Option.
1.7.2 PROCEDURE. Any exercisable Option
will be deemed to be exercised when the Secretary
of the Corporation receives written notice of such
exercise from the Participant, together with any
required payment made in accordance with Section
2.2(b) or 3.3, as the case may be.
1.7.3 FRACTIONAL SHARES/MINIMUM ISSUE.
Fractional share interests will be disregarded,
but may be accumulated. The Committee, however,
may determine in the case of Eligible Persons that
cash, other securities, or other property will be
paid or transferred in lieu of any fractional
share interests. No fewer than 100 Shares may be
purchased on exercise of any Option at one time
unless the number purchased is the total number at
the time available for purchase under the Option.
1.8 NO TRANSFERABILITY.
1.8.1 LIMIT ON EXERCISE AND TRANSFER.
Unless otherwise expressly provided in (or
pursuant to) this Section 1.8, by applicable law
and by the Option Agreement, as the same may be
amended, (i) all Options are non-transferable and
will not be subject in any manner to sale,
transfer, anticipation, alienation, assignment,
pledge, encumbrance or charge; (ii) Options will
be exercised only by the Participant; and (iii)
amounts payable or Shares issuable pursuant to an
Option will be delivered only to (or for the
account of) the Participant.
1.8.2 EXCEPTIONS. The Committee may
permit Options to be exercised by and paid only to
certain persons or entities related to the
Participant pursuant to such conditions and
procedures as the Committee may establish. Any
permitted transfer will be subject to the
condition that the Committee receive evidence
satisfactory to it that the transfer is being made
for estate and/or tax planning purposes and
without consideration (other than nominal
consideration). Incentive Stock Options will be
subject to any and all additional transfer
restrictions under the Code (notwithstanding
Section 1.8.3).
1.8.3 FURTHER EXCEPTIONS TO LIMITS ON
TRANSFER. The exercise and transfer restrictions
in Section 1.8.1 will not apply to:
(a) transfers to the Corporation,
(b) the designation of a
beneficiary to receive benefits if the
Participant dies or, if the Participant has
died, transfers to or exercise by the
Participant's beneficiary, or, in the absence
of a validly designated beneficiary,
transfers by will or the laws of descent and
distribution,
(c) transfers pursuant to a QDRO
if approved or ratified by the Committee,
(d) if the Participant has
suffered a disability, permitted transfers or
exercises on behalf of the Participant by the
Participant's legal representative, or
(e) the authorization by the
Committee of "cashless exercise" procedures
with third parties who provide financing for
the purpose of (or who otherwise facilitate)
the exercise of Options consistent with
applicable laws and the express authorization
of the Committee.
2. ELIGIBLE PERSON OPTIONS.
2.1 GRANTS. One or more Options may be granted under
this Section 2 to any Eligible Person. Each Option
granted will be designated in the applicable Option
Agreement, by the Committee, as either an Incentive
Stock Option, subject to Section 2.4, or a Nonqualified
Stock Option.
2.2 OPTION PRICE.
2.2.1 PRICING LIMITS. The purchase price
per Share covered by each Option will be
determined by the Committee at the time of the
grant, but in all cases will not be less than 100%
(110% in the case of a Participant described in
Section 2.4.3) of the Fair Market Value of the
Common Stock on the date of grant and in all cases
will not be less than the par value thereof.
2.2.2 PAYMENT PROVISIONS. The purchase
price of any Shares purchased on exercise of an
Option granted under this Section 2 will be paid
in full at the time of each purchase in one or a
combination of the following methods: (i) in cash
or by electronic funds transfer; (ii) by certified
or cashier's check payable to the order of the
Corporation; (iii) by notice and third party
payment in such manner as may be authorized by the
Committee; or (iv) by the delivery of shares of
Common Stock of the Corporation already owned by
the Participant, provided, however, that the
Committee may in its absolute discretion limit the
Participant's ability to exercise an Option by
delivering such Shares, and any Shares delivered
that were initially acquired upon exercise of a
stock option must have been owned by the
Participant at least six months as of the date of
delivery. Shares used to satisfy the exercise
price of an Option will be valued at their Fair
Market Value on the date of exercise. Without
limiting the generality of the foregoing, the
Committee may provide that the Option can be
exercised and payment made by delivering a
properly executed exercise notice together with
irrevocable instructions to a broker to promptly
deliver to the Corporation the amount of sale
proceeds necessary to pay the exercise price and,
unless otherwise prohibited by the Committee or
applicable law, any applicable tax withholding
under Section 4.5. The Corporation will not be
obligated to deliver certificates for the Shares
unless and until it receives full payment of the
exercise price therefor and any related
withholding obligations have been satisfied.
2.3 VESTING; OPTION PERIOD.
2.3.1 VESTING. Subject to Section 1.6,
each Option will vest and become exercisable as of
the date or dates determined by the Committee and
set forth in the applicable Option Agreement.
2.3.2 OPTION PERIOD. Subject to Section
1.6, each Option and all rights thereunder will
expire no later than 10 years after the Option
Date.
2.4 LIMITATIONS ON GRANT AND TERMS OF INCENTIVE STOCK
OPTIONS.
2.4.1 $100,000 LIMIT. To the extent that
the aggregate "Fair Market Value" of stock with
respect to which incentive stock options first
become exercisable by a Participant in any
calendar year exceeds $100,000, taking into
account both Common Stock subject to Incentive
Stock Options under this Plan and stock subject to
incentive stock options under all other plans of
the Company or any parent corporation, such
options will be treated as Nonqualified Stock
Options. For this purpose, the "Fair Market
Value" of the stock subject to options will be
determined as of the date the options were
awarded. In reducing the number of options
treated as incentive stock options to meet the
$100,000 limit, the most recently granted options
will be reduced first. To the extent a reduction
of simultaneously granted options is necessary to
meet the $100,000 limit, the Committee may, in the
manner and to the extent permitted by law,
designate which shares are to be treated as shares
acquired pursuant to the exercise of an Incentive
Stock Option.
2.4.2 OTHER CODE LIMITS. Incentive Stock
Options may only be granted to Eligible Employees
of the Corporation or a Subsidiary that satisfies
the other eligibility requirements of the Code.
There will be imposed in any Option Agreement
relating to Incentive Stock Options such other
terms and conditions as from time to time are
required in order that the Option be an "incentive
stock option" as that term is defined in
Section 422 of the Code.
2.4.3 LIMITS ON 10% HOLDERS. No
Incentive Stock Option may be granted to any
person who, at the time the Option is granted,
owns (or is deemed to own under Section 424(d) of
the Code) shares of outstanding Common Stock
possessing more than 10% of the total combined
voting power of all classes of stock of the
Corporation, unless the exercise price of such
Option is at least 110% of the Fair Market Value
of the stock subject to the Option and such Option
by its terms is not exercisable after the
expiration of five years from the date such Option
is granted.
2.5 CANCELLATION AND REGRANT/WAIVER OF RESTRICTIONS/NO
REPRICING. Subject to Section 1.4 and Section 4.6 and
the specific limitations on Options contained in this
Plan, the Committee from time to time may authorize,
generally or in specific cases only, for the benefit of
any Eligible Person any adjustment in the vesting
schedule, the number of Shares subject to, or the
restrictions upon or the term of, an Option granted
under this Section 2 by cancellation of an outstanding
Option and a subsequent regranting of an Option, by
amendment, by substitution of an outstanding Option, by
waiver or by other legally valid means; provided,
however, that no such amendment, cancellation and
regrant, or other adjustment to an Option shall reduce
the per Share exercise price of the Option to a price
less than 100% of the Fair Market Value of the Common
Stock on the Option Date of the initial Option (subject
to permitted adjustments pursuant to Section 4.2).
Such amendment or other action may provide, subject to
Section 2.2, for among other changes, for a greater or
lesser number of Shares subject to the Option, or
provide for a longer or shorter vesting or exercise
period.
2.6 OPTIONS IN SUBSTITUTION FOR STOCK OPTIONS GRANTED
BY OTHER CORPORATIONS. Options may be granted to
Eligible Persons under this Plan in substitution for
employee stock options granted by other entities to
persons who are or who will become Eligible Persons in
respect of the Company, in connection with a
distribution, merger or reorganization by or with the
granting entity or an affiliated entity, or the
acquisition by the Company, directly or indirectly, of
all or a substantial part of the stock or assets of the
employing entity.
3. NON-EMPLOYEE DIRECTOR OPTIONS.
3.1 PARTICIPATION/COMMENCEMENT. Options under this
Section 3 will be made only to Non-Employee Directors
and will be evidenced by Option Agreements
substantially in the form of Exhibit A hereto. No
Option shall be granted under the 1998 Plan to any Non-
Employee Director until the earlier of (i) the
termination of the 1991 Plan (for any reason), or (ii)
the lack of capacity under Article III of the 1991 Plan
to grant further Non-Employee Director Options.
3.2 OPTION GRANTS.
3.2.1 INITIAL OPTIONS. After approval of
this Plan by the stockholders of the Corporation
and after the commencement of this Section 3 of
the Plan upon the earlier occurance of (i) or (ii)
as listed in Section 3.1 above (the "Commencement
Date"), if any person who is not then an officer
or employee of the Company becomes a Non-Employee
Director, on the date of election to the Board
such person will automatically be granted (without
any action by the Board or the Committee) a
Nonqualified Stock Option (the Option Date of
which shall be the date such person takes office)
to purchase 10,000 shares of Common Stock.
3.2.2 SUBSEQUENT ANNUAL OPTIONS. Subject
to Section 3.2.3, at the close of trading on the
first business day in each calendar year during
the term of this Plan commencing in the following
year after the year in which the Commencement Date
occurs, there will be granted automatically
(without any action by the Board or the Committee)
a Nonqualified Stock Option (the Option Date of
which shall be such date) to each Non-Employee
Director then in office to purchase 3,000 shares
of Common Stock.
3.2.3 MAXIMUM NUMBER OF OPTIONS/SHARES.
Annual grants that would otherwise exceed the
maximum number of shares under Section 1.4.2 will
be prorated within such limitation.
3.3 OPTION PRICE. The purchase price per Share of the
Common Stock covered by each Option granted pursuant to
Section 3.2 will be 100% of the Fair Market Value of
the Common Stock on the Option Date. The purchase
price of any Shares purchased shall be paid in full at
the time of each purchase either in cash or by check or
in shares of Common Stock valued at their Fair Market
Value on the date of exercise of the Option, or partly
in Shares and partly in cash; provided that any Shares
used for such payment must be owned by the Participant
at least six months prior to the date of such exercise.
3.4 OPTION PERIOD AND EXERCISABILITY. Each Option
granted under Section 3.2 and all rights or obligations
thereunder will expire on the day before the fifth
anniversary of the Option Date and will be subject to
earlier termination as provided below. Each Option
granted under Section 3.2 will become 100% vested and
exercisable on the day before the first anniversary of
the Option Date.
3.5 TERMINATION OF DIRECTORSHIP. If a Non-Employee
Director's services as a member of the Board terminate
for any reason, an Option granted pursuant to Section
3.2 that is held by such Participant will terminate to
the extent that it is not then exercisable, and any
portion of such Option that is then exercisable may be
exercised for only six months after the date of such
termination or until the expiration of the stated term
of such Option, whichever first occurs.
3.6 ADJUSTMENTS; ACCELERATION; TERMINATION. Options
granted under Section 3.2 will be subject to
adjustments, accelerations, and terminations as
provided in Section 4.2, but only to the extent that
such adjustment and any Board or Committee action in
respect thereof in the case of a Change in Control is
effected pursuant to the terms of a reorganization
agreement approved by stockholders of the Corporation,
or is otherwise consistent with adjustments to Options
held by persons other than executive officers of the
Corporation (or, if there are none, consistent in
respect of the underlying Shares with the effect on
stockholders generally).
4. OTHER PROVISIONS.
4.1 RIGHTS OF ELIGIBLE PERSONS, PARTICIPANTS AND
BENEFICIARIES.
4.1.1 EMPLOYMENT STATUS. Status as an
Eligible Person will not be construed as a
commitment that any Option will be granted under
this Plan to an Eligible Person or to Eligible
Persons generally.
4.1.2 NO EMPLOYMENT CONTRACT. Nothing
contained in this Plan (or in any other documents
related to this Plan or to any Option) will confer
upon any Eligible Person or other Participant any
right to continue in the employ or other service
of the Company or constitute any contract or
agreement of employment or other service, nor will
interfere in any way with the right of the Company
to change such person's compensation or other
benefits or to terminate the employment (or
services) of such person, with or without cause,
but nothing contained in this Plan or any related
document will adversely affect any independent
contractual right of such person without the
person's consent thereto.
4.1.3 PLAN NOT FUNDED. Options payable
under this Plan will be payable in Shares or from
the general assets of the Corporation. No
Participant, Beneficiary or other person will have
any right, title or interest in any fund or in any
specific asset (including Shares, except as
expressly otherwise provided) of the Company by
reason of any Option hereunder. Neither the
provisions of this Plan (or of any related
documents), nor the creation or adoption of this
Plan, nor any action taken pursuant to the
provisions of this Plan will create, or be
construed to create, a trust of any kind or a
fiduciary relationship between the Company and any
Participant, Beneficiary or other person. To the
extent that a Participant, Beneficiary or other
person acquires a right to receive payment
pursuant to any Option hereunder, such right will
be no greater than the right of any unsecured
general creditor of the Company.
4.2 ADJUSTMENTS; ACCELERATION.
4.2.1 ADJUSTMENTS. The following
provisions will apply if any extraordinary
dividend or other extraordinary distribution
occurs in respect of the Common Stock (whether in
the form of cash, Common Stock, other securities,
or other property), or any reclassification,
recapitalization, stock split (including a stock
split in the form of a stock dividend), reverse
stock split, reorganization, merger, combination,
consolidation, split-up, spin-off, repurchase, or
exchange of Common Stock or other securities of
the Corporation, or any similar, unusual or
extraordinary corporate transaction (or event in
respect of the Common Stock) or a sale of
substantially all the assets of the Corporation as
an entirety occurs. The Committee will, in such
manner and to such extent (if any) as it deems
appropriate and equitable:
(a) proportionately adjust any or
all of (i) the number and type of Shares (or
other securities) that thereafter may be made
the subject of Options (including the
specific maxima and numbers of Shares set
forth elsewhere in this Plan), (ii) the
number, amount and type of Shares (or other
securities or property) subject to any or all
outstanding Options, (iii) the grant,
purchase, or exercise price of any or all
outstanding Options, or (iv) the securities,
cash or other property deliverable upon
exercise of any outstanding Options, or
(b) in the case of an
extraordinary dividend or other distribution,
recapitalization, reclassification, merger,
reorganization, consolidation, combination,
sale of assets, split up, exchange, or spin
off, make provision for a cash payment or for
the substitution or exchange of any or all
outstanding Options or the cash, securities
or property deliverable to the holder of any
or all outstanding Options based upon the
distribution or consideration payable to
holders of the Common Stock upon or in
respect of such event. In each case, with
respect to Incentive Stock Options, no such
adjustment will be made that would cause this
Plan to violate Section 422 or 424(a) of the
Code or any successor provisions without the
written consent of the holders materially
adversely affected thereby. In any of such
events, the Committee may take such action
sufficiently prior to such event if necessary
to permit the Participant to realize the
benefits intended to be conveyed with respect
to the underlying shares in the same manner
as is available to stockholders generally.
4.2.2 ACCELERATION OF OPTIONS UPON CHANGE
IN CONTROL. Unless prior to a Change in Control
Event the Committee determines that, upon its
occurrence, benefits under any or all Options will
not accelerate or determines that only certain or
limited benefits under any or all Options will be
accelerated and the extent to which they will be
accelerated, and/or establishes a different time
in respect of such Change in Control Event for
such acceleration, then upon the occurrence of a
Change in Control Event, each Option and Stock
Appreciation Right will become fully vested and
immediately exercisable.
However, in the case of a transaction
intended to be accounted for as a pooling of
interests transaction, the Committee will have no
discretion with respect to the foregoing
acceleration of Options. The Committee may
override the limitations on acceleration in this
Section 4.2.2 by express provision in the Option
Agreement and may accord any Eligible Person a
right to refuse any acceleration, whether pursuant
to the Option Agreement or otherwise, in such
circumstances as the Committee may approve. Any
acceleration of Options will comply with
applicable legal requirements.
4.2.3 POSSIBLE EARLY TERMINATION OF
ACCELERATED OPTIONS. If any Option under this
Plan (other than an Option granted under Section
3.2) has been fully accelerated as permitted by
Section 4.2.2 but is not exercised prior to (i) a
dissolution of the Corporation, or (ii) a
reorganization event described in Section 4.2.1
that the Corporation does not survive, or (iii)
the consummation of reorganization event described
in Section 4.2.1 that results in a Change in
Control Event approved by the Board, and no
provision has been made for the survival,
substitution, exchange or other settlement of such
Option, such Option will thereupon terminate.
4.3 EFFECT OF TERMINATION OF EMPLOYMENT; TERMINATION
OF SUBSIDIARY STATUS; DISCRETIONARY PROVISIONS.
4.3.1 OPTIONS - RESIGNATION OR DISMISSAL.
If the Participant's employment by (or other
service specified in the Option Agreement to) the
Company terminates for any reason (the date of
such termination being referred to as the
"Severance Date") other than due to Retirement,
Total Disability or death, or "for cause" (as
determined in the discretion of the Committee),
the Participant will have, unless otherwise
provided in the Option Agreement and subject to
earlier termination pursuant to or as contemplated
by Section 1.6 or Section 4.2, three months after
the Severance Date to exercise any Option to the
extent it has become vested the Severance Date.
In the case of a termination "for cause", the
Option will terminate on the Severance Date
(whether or not vested). In all cases, the
Option, to the extent not vested on the Severance
Date, will terminate.
4.3.2 OPTIONS - DEATH OR DISABILITY. If
the Participant's employment by (or specified
service to) the Company terminates as a result of
Total Disability or death, the Participant, the
Participant's Personal Representative or the
Participant's Beneficiary, as the case may be,
will have, unless otherwise provided in the Option
Agreement and subject to earlier termination
pursuant to or as contemplated by Section 1.6 or
Section 4.2, until 12 months after the Severance
Date to exercise any Option to the extent it has
become vested on the Severance Date. The Option,
to the extent not vested on the Severance Date,
will terminate.
4.3.3 OPTIONS - RETIREMENT. If the
Participant's employment by (or specified service
to) the Company terminates as a result of
Retirement, the Participant, Participant's
Personal Representative or the Participant's
Beneficiary, as the case may be, will have, unless
otherwise provided in the Option Agreement and
subject to earlier termination pursuant to or as
contemplated by Section 1.6 or Section 4.2, until
12 months after the Severance Date to exercise any
Nonqualified Stock Option (three months after the
Severance Date in the case of an Incentive Stock
Option) to the extent it has become vested on the
Severance Date. The Option, to the extent not
vested on the Severance Date, will terminate.
4.3.4 COMMITTEE DISCRETION.
Notwithstanding the foregoing provisions of this
Section 4.3, in the event of, or in anticipation
of, a termination of employment with the Company
for any reason, other than discharge for cause,
the Committee may increase the portion of the
Participant's Option available to the Participant,
or Participant's Beneficiary or Personal
Representative, as the case may be, or, subject to
the provisions of Section 1.6, extend the
exercisability period upon such terms as the
Committee determines and expressly sets forth in
or by amendment to the Option Agreement.
4.4 COMPLIANCE WITH LAWS. This Plan, the granting and
vesting of Options under this Plan and the offer,
issuance and delivery of securities and/or the payment
of money under this Plan or under Options granted
hereunder are subject to compliance with all applicable
federal and state laws, rules and regulations
(including but not limited to state and federal
securities law and federal margin requirements) and to
such approvals by any listing, regulatory or
governmental authority as may, in the opinion of
counsel for the Corporation, be necessary or advisable
in connection therewith. Any securities delivered
under this Plan will be subject to such restrictions
and to any restrictions the Committee may require to
preserve a pooling of interests under generally
accepted accounting principles, and the person
acquiring such securities will, if requested by the
Corporation, provide such assurances and
representations to the Corporation as the Corporation
may deem necessary or desirable to assure compliance
with all applicable legal requirements.
4.5 TAX WITHHOLDING.
4.5.1 CASH OR SHARES. Upon any exercise,
vesting, or payment of any Option or upon the
disposition of Shares acquired pursuant to the
exercise of an Incentive Stock Option prior to
satisfaction of the holding period requirements of
Section 422 of the Code, the Company will have the
right at its option to (i) require the Participant
(or Personal Representative or Beneficiary, as the
case may be) to pay or provide for payment of the
amount of any taxes which the Company may be
required to withhold with respect to such Option
event or payment or (ii) deduct from any amount
payable in cash the amount of any taxes which the
Company may be required to withhold with respect
to such cash payment. In any case where a tax is
required to be withheld in connection with the
delivery of shares of Common Stock under this
Plan, the Committee may in its sole discretion
(subject to Section 4.4) grant (either at the time
of the Option or thereafter) to the Participant
the right to elect, pursuant to such rules and
subject to such conditions as the Committee may
establish, to have the Corporation reduce the
number of Shares to be delivered by (or otherwise
reacquire) the appropriate number of Shares valued
at their then Fair Market Value, to satisfy such
withholding obligation.
4.5.2 TAX LOANS. The Company may, in its
discretion, authorize a loan to an Eligible Person
in the amount of any taxes which the Company may
be required to withhold with respect to Shares
received (or disposed of, as the case may be)
pursuant to a transaction described in Section
4.5.1. Such a loan shall be for a term, at a rate
of interest and pursuant to such other terms and
conditions as the Company, under applicable law
may establish.
4.6 PLAN AMENDMENT, TERMINATION AND SUSPENSION.
4.6.1 BOARD AUTHORIZATION. The Board
may, at any time, terminate or, from time to time,
amend, modify or suspend this Plan, in whole or in
part. No Options may be granted during any
suspension of this Plan or after termination of
this Plan, but the Committee shall retain
jurisdiction as to Options then outstanding in
accordance with the terms of this Plan.
4.6.2 STOCKHOLDER APPROVAL. To the
extent then required under Sections 422 and 424 of
the Code or any other applicable law, or deemed
necessary or advisable by the Board, any amendment
to this Plan will be subject to stockholder
approval.
4.6.3 AMENDMENTS TO OPTIONS. Without
limiting any other express authority of the
Committee under but subject to the express limits
of this Plan, the Committee by agreement or
resolution may waive conditions of or limitations
on Options to Eligible Persons that the Committee
in the prior exercise of its discretion has
imposed, without the consent of a Participant, and
may make other changes to the terms and conditions
of Options that do not affect in any manner
materially adverse to the Participant, his or her
rights and benefits under an Option.
4.6.4 LIMITATIONS ON AMENDMENTS TO PLAN
AND OPTIONS. No amendment, suspension or
termination of this Plan or change of or affecting
any outstanding Option will, without written
consent of the Participant, affect in any manner
materially adverse to the Participant any rights
or benefits of the Participant or obligations of
the Corporation under any Option granted under
this Plan prior to the effective date of such
change. Changes contemplated by Section 4.2 will
not be deemed to constitute changes or amendments
for purposes of this Section 4.6.
4.7 PRIVILEGES OF STOCK OWNERSHIP. Except as
otherwise expressly authorized by the Committee or this
Plan, a Participant will not be entitled to have any
privilege of stock ownership as to any Shares not
actually delivered to and held of record by the
Participant. No adjustment will be made for dividends
or other rights as a stockholder for which a record
date is prior to such date of delivery.
4.8 EFFECTIVE DATE OF THE PLAN. This Plan will be
effective upon its approval by the Board (the
"Effective Date"), subject to approval by the
stockholders of the Corporation within twelve months
after the date of such Board approval.
4.9 TERM OF THE PLAN. Unless earlier terminated by
the Board, this Plan will terminate at the close of
business on the day before the tenth anniversary of the
Effective Date (the "Termination Date") and no Options
may be granted under this Plan after that date. Unless
otherwise expressly provided in this Plan or in an
applicable Option Agreement, any Option theretofore
granted may extend beyond such date, and all authority
of the Committee with respect to Options hereunder,
including the authority to amend an Option, will
continue during any suspension of this Plan and in
respect of outstanding Options on the Termination Date.
4.10 GOVERNING LAW/CONSTRUCTION/SEVERABILITY.
4.10.1 CHOICE OF LAW. This Plan, the
Options, all documents evidencing Options and all
other related documents will be governed by, and
construed in accordance with the laws of the State
of Delaware.
4.10.2 SEVERABILITY. If a court of
competent jurisdiction holds any provision invalid
and unenforceable, the remaining provisions of
this Plan will continue in effect.
4.10.3 PLAN CONSTRUCTION.
(a) RULE 16b-3. It is the intent
of the Corporation that transactions in and
affecting Options in the case of Participants
who are or may be subject to Section 16 of
the Exchange Act satisfy any then applicable
requirements of Rule 16b-3 so that such
persons (unless they otherwise agree) will be
entitled to the benefits of Rule 16b-3 or
other exemptive rules under Section 16 of the
Exchange Act in respect of those transactions
and will not be subjected to avoidable
liability thereunder.
(b) SECTION 162(m). It is the
further intent of the Company that Options
with an exercise price not less than Fair
Market Value on the date of grant that are
granted to or held by a person subject to
Section 162(m) will qualify as performance-
based compensation under Section 162(m) to
the extent that the Committee authorizing the
Option satisfies the administrative
requirements thereof.
This Plan will be interpreted consistent
with such intent.
4.11 CAPTIONS. Captions and headings are given to the
sections and subsections of this Plan solely as a
convenience to facilitate reference. Such headings
will not be deemed in any way material or relevant to
the construction or interpretation of this Plan or any
provision thereof.
4.12 EFFECT OF CHANGE OF SUBSIDIARY STATUS. For
purposes of this Plan and any Option hereunder, if an
entity ceases to be a Subsidiary, a termination of
employment and service will be deemed to have occurred
with respect to each Eligible Person in respect of such
Subsidiary who does not continue as an Eligible Person
in respect of another entity within the Company.
4.13 NON-EXCLUSIVITY OF PLAN. Nothing in this Plan
will limit or be deemed to limit the authority of the
Board or the Committee to grant awards or authorize any
other compensation, with or without reference to the
Common Stock, under any other plan or authority.
5. DEFINITIONS.
"BENEFICIARY" means the person, persons, trust or trusts
designated by a Participant or, in the absence of a
designation, entitled by will or the laws of descent and
distribution, to receive the benefits specified in the
Option Agreement and under this Plan if the Participant
dies, and means the Participant's executor or administrator
if no other Beneficiary is designated and able to act under
the circumstances.
"BOARD" means the Board of Directors of the Corporation.
"CHANGE IN CONTROL EVENT" means any of the following:
(a) Approval by the stockholders of the
Corporation of the dissolution or liquidation of
the Corporation;
(b) Approval by the stockholders of the
Corporation of an agreement to merge or
consolidate, or otherwise reorganize, with or into
one or more entities that are not Subsidiaries or
other affiliates, as a result of which less than
50% of the outstanding voting securities of the
surviving or resulting entity immediately after
the reorganization are, or will be, owned,
directly or indirectly, by stockholders of the
Corporation immediately before such reorganization
(assuming for purposes of such determination that
there is no change in the record ownership of the
Corporation's securities from the record date for
such approval until such reorganization and that
such record owners hold no securities of the other
parties to such reorganization), but including in
such determination any securities of the other
parties to such reorganization held by affiliates
of the Corporation);
(c) Approval by the stockholders of the
Corporation of the sale of substantially all of
the Corporation's business and/or assets to a
person or entity that is not a Subsidiary or other
affiliate; or;
(d) Any "person" (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act but
excluding any person described in and satisfying
the conditions of Rule 13d-1(b)(1) thereunder)
becomes the beneficial owner (as defined in Rule
13d-3 under the Exchange Act), directly or
indirectly, of securities of the Corporation
representing more than 30% of the combined voting
power of the Corporation's then outstanding
securities entitled to then vote generally in the
election of directors of the Corporation; or
(e) During any period not longer than two
consecutive years, individuals who at the
beginning of such period constituted the Board
cease to constitute at least a majority thereof,
unless the election, or the nomination for
election by the Corporation's stockholders, of
each new Board member was approved by a vote of at
least three-fourths of the Board members then
still in office who were Board members at the
beginning of such period (including for these
purposes, new members whose election or nomination
was so approved).
"CODE" means the Internal Revenue Code of 1986, as amended
from time to time.
"COMMISSION" means the Securities and Exchange Commission.
"COMMITTEE" shall mean the Board or any one or more
committees of directors appointed by the Board to administer
this Plan with respect to the Options within the scope of
authority delegated by the Board. At least one committee
will be comprised only of two or more directors, each of
whom, in respect of any decision involving both (i) a
Participant affected by the decision who is or may be
subject to Section 162(m), and (ii) compensation intended as
performance-based compensation within the meaning of Section
162(m), will be Disinterested; in acting on any transaction
with or for the benefit of a Section 16 Person, the
participating members of such Committee also shall be Non-
Employee Directors within the meaning of Rule 16b-3.
"COMMON STOCK" means the Common Stock of the Corporation,
par value $0.01 per share, and such other securities or
property as may become the subject of Options, or become
subject to Options, pursuant to an adjustment made under
Section 4.2 of this Plan.
"COMPANY" means, collectively, the Corporation and its
Subsidiaries.
"CORPORATION" means The MacNeal-Schwendler Corporation, a
Delaware corporation, and its successors.
"DISINTERESTED" means a director who is an "outside
director" within the meaning of Section 162(m) and any
applicable legal or regulatory requirements.
"ELIGIBLE EMPLOYEE" means an officer (whether or not a
director) or other employee of the Company.
"ELIGIBLE PERSON" means an Eligible Employee, or any Other
Eligible Person, as determined by the Committee.
"ERISA" means the Employee Retirement Income Security Act of
1974, as amended.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended from time to time.
"FAIR MARKET VALUE" on any date means (a) if the stock is
listed or admitted to trade on a national securities
exchange, the closing price of the stock on the Composite
Tape, as published in the Western Edition of The Wall Street
Journal, of the principal national securities exchange on
which the stock is so listed or admitted to trade, on such
date, or, if there is no trading of the stock on such date,
then the closing price of the stock as quoted on such
Composite Tape on the next preceding date on which there was
trading in such shares; (b) if the stock is not listed or
admitted to trade on a national securities exchange, the
last/closing price for the stock on such date, as furnished
by the National Association of Securities Dealers, Inc.
("NASD") through the NASDAQ National Market Reporting System
or a similar organization if the NASD is no longer reporting
such information; (c) if the stock is not listed or admitted
to trade on a national securities exchange and is not
reported on the National Market Reporting System, the mean
between the bid and asked price for the stock on such date,
as furnished by the NASD or a similar organization; or
(d) if the stock is not listed or admitted to trade on a
national securities exchange, is not reported on the
National Market Reporting System and if bid and asked prices
for the stock are not furnished by the NASD or a similar
organization, the value as established by the Committee at
such time for purposes of this Plan. Any determination as
to fair market value made pursuant to this Plan shall be
determined without regard to any restriction other than a
restriction which, by its terms, will never lapse, and shall
be conclusive and binding on all persons.
"INCENTIVE STOCK OPTION" means an Option that is designated
and intended as an incentive stock option within the meaning
of Section 422 of the Code, the award of which contains such
provisions (including but not limited to the receipt of
stockholder approval of this Plan, if the award is made
prior to such approval) and is made under such circumstances
and to such persons as may be necessary to comply with that
section.
"NONQUALIFIED STOCK OPTION" means an Option that is
designated as a Nonqualified Stock Option and will include
any Option intended as an Incentive Stock Option that fails
to meet the applicable legal requirements thereof. Any
Option granted hereunder that is not designated as an
incentive stock option will be deemed to be designated a
nonqualified stock option under this Plan and not an
incentive stock option under the Code.
"NON-EMPLOYEE DIRECTOR" means a member of the Board who is
not an officer or employee of the Company.
"OPTION" means an option to purchase Common Stock granted
under this Plan. The Committee shall designate any Option
granted to an Eligible Employee as a Nonqualified Stock
Option or an Incentive Stock Option. Options granted under
Section 3 shall be Nonqualified Stock Options.
"OPTION AGREEMENT" means any writing setting forth the terms
of an Option that has been authorized by the Committee.
"OPTION DATE" means the date upon which the Committee took
the action granting an Option or such later date as the
Committee designates as the Option Date at the time of the
Option or, in the case of Options under Section 3, the
applicable dates set forth therein.
"OTHER ELIGIBLE PERSON" means any individual consultant or
advisor who or, to the extent provided in the next sentence,
agent who renders or has rendered bona fide services (other
than services in connection with the offering or sale of
securities of the Company in a capital raising transaction)
to the Company, and who is selected to participate in this
Plan by the Committee; provided, however, that no person
shall be selected as an Other Eligible Person if such
person's participation in this Plan would adversely affect
(a) the Corporation's eligibility to use Form S-8 to
register under the Securities Act the offering of shares
issuable under this Plan by the Company or (b) the
Corporation's compliance with any other applicable laws.
"PARTICIPANT" means an Eligible Person who has been granted
an Option under this Plan and a Non-Employee Director who
has been granted an Option under Section 3.2 of this Plan.
"PERSONAL REPRESENTATIVE" means the person or persons who,
upon the disability or incompetence of a Participant, has
acquired on behalf of the Participant, by legal proceeding
or otherwise, the power to exercise the rights or receive
benefits under this Plan and who by virtue of having become
the legal representative of the Participant.
"PLAN" means this The MacNeal-Schwendler Corporation 1998
Stock Option Plan.
"QDRO" means a qualified domestic relations order as defined
in Section 414(p) of the Code or Title I, Section 206(d)(3)
of ERISA (to the same extent as if this Plan were subject
thereto), or the applicable rules thereunder.
"RULE 16b-3" means Rule 16b-3 as promulgated by the
Commission pursuant to the Exchange Act, as amended from
time to time.
"SECTION 16 PERSON" means a person subject to Section 16(a)
of the Exchange Act.
"SECURITIES ACT" means the Securities Act of 1933, as
amended from time to time.
"SHARE" means a share of Common Stock.
"SUBSIDIARY" means any corporation or other entity a
majority of whose outstanding voting stock or voting power
is beneficially owned, directly or indirectly, by the
Corporation.
"TOTAL DISABILITY" means a "permanent and total disability"
within the meaning of Section 22(e)(3) of the Code and
(except in the case of Incentive Stock Options and Options
granted to Non-Employee Directors) such other disabilities,
infirmities, affliction or conditions as the Committee may
include under Section 3.
<PAGE>
EXHIBIT A
THE MACNEAL-SCHWENDLER CORPORATION
1998 STOCK OPTION PLAN
NON-EMPLOYEE DIRECTOR STOCK
OPTION AGREEMENT
THIS NON-EMPLOYEE DIRECTOR STOCK OPTION AGREEMENT (this
"Agreement") dated as of the ____ day of __________, ____, by and
between The MacNeal-Schwendler Corporation, a Delaware
corporation (the "Corporation"), and _______________________,
(the "Director").
R E C I T A L S
WHEREAS, the Corporation has adopted and the
stockholders of the Corporation have approved The MacNeal-
Schwendler Corporation 1998 Stock Option Plan (the "Plan").
WHEREAS, pursuant to Section 3 of the Plan, the
Corporation has granted to the Director effective as of the
_______ day of _____________, _____ (the "Option Date") a stock
option to purchase all or any part of ______________ shares of
the Corporation's Common Stock ("Common Stock") subject to and
upon the terms and conditions set forth in this Agreement and in
the Plan.
NOW, THEREFORE, in consideration of the mutual promises
and covenants made herein and the mutual benefits to be derived
herefrom, 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 OF OPTION. This Agreement evidences the Corporation's
grant to the Director of the right and option to purchase,
subject to and upon the terms and conditions set forth in
this Agreement and in the Plan, all or any part of _________
shares of the Common Stock (the "Shares") at the price of
$_________ per share (the "Option"), exercisable from time
to time, subject to the provisions of this Agreement and the
Plan, prior to the close of business on the day before the
fifth anniversary of the Option Date (the "Expiration
Date"). Such price equals not less than the Fair Market
Value of a Share on the Option Date.
3. EXERCISABILITY OF OPTION. Except as provided in the Plan or
in any resolution of the Board adopted after the date
hereof, the Option shall become vested and exercisable as to
100% of the Shares on the day before the first anniversary
of the Option Date.
To the extent that the Option is vested and exercisable, if
the Director does not in any year purchase all or any part
of the Shares to which the Director is entitled, the
Director has the right cumulatively thereafter to purchase
any Shares not so purchased and such right shall continue
until the Option terminates or expires. The Option shall
only be exercisable in respect of whole shares, and
fractional share interests shall be disregarded. The Option
shall be exercisable by the delivery to the Secretary of the
Corporation of a written notice stating the number of Shares
to be purchased pursuant to the Option and accompanied by
payment made in accordance with and in a form permitted by
Section 3.3 of the Plan for the full purchase price of the
Shares to be purchased.
4. SERVICE AND EFFECT OF TERMINATION OF SERVICE. The Director
agrees to serve as a member of the Board in accordance with
the provisions of the Corporation's Certificate of
Incorporation, ByLaws, and applicable law. If the
Director's services as a member of the Board terminate for
any reason, the Option shall terminate at the time and to
the extent set forth in Section 3.5 of the Plan.
5. GENERAL TERMS. The Option and this Agreement are subject
to, and the Corporation and the Director agree to be bound
by, the terms and conditions of the Plan, incorporated
herein by this reference. The Director acknowledges
receiving a copy of the Plan and reading its applicable
provisions. The Option is subject to adjustment,
acceleration, and early termination as provided in Section
3.6 of the Plan. The Option is nontransferable as provided
in Section 1.8 of the Plan.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first above written.
DIRECTOR THE MACNEAL-SCHWENDLER
CORPORATION (a Delaware
corporation)
_________________________
Signature
By:_______________________
_________________________
Print Name
Its:______________________
_________________________
Address
_________________________
City, State, Zip Code
CONSENT OF SPOUSE
In consideration of the execution of the foregoing
Agreement by The Macneal-Schwendler Corporation, I,
_________________________, the spouse of the Director therein
named, do hereby agree to be bound by all of the terms and
provisions thereof and of the Plan.
Date:________________ ________________________
Signature of Spouse
<PAGE>
EXHIBIT 4.2
The MACNEAL-SCHWENDLER CORPORATION
1998 STOCK OPTION PLAN
FORM OF
NONQUALIFIED STOCK OPTION AGREEMENT
<PAGE>
THE MACNEAL-SCHWENDLER CORPORATION
1998 STOCK OPTION PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
THIS NONQUALIFIED STOCK OPTION AGREEMENT (this
"Agreement") dated as of the __________ day of ____________,
______, between THE MACNEAL-SCHWENDLER CORPORATION, a Delaware
corporation (the "Corporation"), and _______________________ (the
"Employee").
W I T N E S S E T H
WHEREAS, the Corporation has adopted The MacNeal-
Schwendler Corporation 1998 Stock Option Plan (the "Plan");
WHEREAS, pursuant to Section 2 of the Plan, the
Corporation has granted to the Employee effective as of the
__________ day of ________________, _____ (the "Option Date") a
stock option to purchase all or any part of ____________ shares
of the Corporation's Common Stock, par value $0.01 per share (the
"Common Stock"), subject to and upon the terms and conditions set
forth in this Agreement and in the Plan; and
WHEREAS, such option has been granted by the
Corporation to the Employee in addition to, and not in lieu of,
any other form of compensation otherwise payable or to be paid to
the Employee;
NOW, THEREFORE, in consideration of the mutual promises
and covenants made herein and the mutual benefits to be derived
herefrom, 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 OF OPTION. This Agreement evidences the Corporation's
grant to the Employee of the right and option to purchase,
on the terms and conditions set forth in this Agreement and
in the Plan, all or any part of __________ shares of the
Common Stock (the "Shares") at the price of $______________
per Share (the "Option"), exercisable from time to time,
subject to the provisions of this Agreement and the Plan,
prior to the close of business on [the day before the tenth
anniversary of the Option Date] (the "Expiration Date").
Such price equals not less than the Fair Market Value of the
Shares on the Option Date. It is the intent of the
Corporation that the Option constitute a nonqualified stock
option and not be deemed to be an incentive stock option
within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended.
3. EXERCISABILITY OF OPTION. Except as provided in the Plan or
in any resolution of the Committee adopted after the date
hereof, the Option shall become vested and exercisable [in
installments as to ______% of the aggregate number of Shares
set forth in Section 2 (subject to adjustment) on and after
the _______ anniversary of the Option Date, and thereafter
shall become vested and exercisable as to an additional
______% of the aggregate number of Shares set forth in
Section 2 (subject to adjustment) on and after each of the
_________________, ________________, and ________________
anniversaries of the Option Date].
Once the option is vested and exercisable, the Employee has
the right thereafter to purchase any Shares, in whole or in
part, from time to time; and such right shall continue until
the Option terminates or expires. The Option shall only be
exercisable in respect of whole shares and fractional share
interests shall be disregarded. The Option may only be
exercised as to at least 100 Shares, unless the number
purchased is the total number at the time available for
purchase under the Option.
4. METHOD OF EXERCISE OF OPTION. The Option shall be
exercisable by the delivery to the Secretary of the
Corporation of a written notice stating the number of Shares
to be purchased pursuant to the Option and accompanied by
payment made in accordance with and in a form permitted by
Section 2.2.2 of the Plan for the full purchase price of the
Shares to be purchased, subject to such further limitations
and rules or procedures as the Committee may from time to
time establish as to any non-cash payment and as to the tax
withholding requirements of Section 4.5 of the Plan.
Subject to the consent of the Committee at the time of
exercise, the purchase price may be paid in full or in part
by shares of Common Stock already owned by the Employee;
provided, however, that any shares delivered (i) which were
initially acquired upon exercise of a stock option or
otherwise acquired from the Corporation must have been owned
by the Employee for at least six months before the date of
exercise, and (ii) shall be valued at their Fair Market
Value on the date of exercise. In addition, the Employee
(or the Employee's Beneficiary or Personal Representative)
shall furnish any written statements required pursuant to
Section 4.4 of the Plan.
5. EFFECT OF TERMINATION OF EMPLOYMENT OR DEATH; CHANGE IN
SUBSIDIARY STATUS. If the Employee terminates employment or
services with the Corporation or a Subsidiary for any
reason, the Option, to the extent not previously exercised,
and all other rights hereunder, whether vested or not, shall
terminate and become null and void as provided and at the
times specified in Section 4.3 of the Plan.
6. ADJUSTMENT; TERMINATION OF OPTION UNDER CERTAIN EVENTS. The
Option is subject to adjustment pursuant to Section 4.2.1 of
the Plan and subject to early termination, whether vested or
not, upon the occurrence of certain events as described in
Section 4.2.3 of the Plan.
7. NON-TRANSFERABILITY OF OPTION. Subject to the limited
exceptions set forth in Section 1.8 of the Plan, the Option
and any other rights of the Employee under this Agreement or
the Plan are nontransferable.
8. NOTICES. Any notice to be given under the terms of this
Agreement shall be in writing and addressed to the
Corporation at its principal executive offices, to the
attention of the Secretary, and to the Employee at the
address given beneath the Employee's signature hereto, or at
such other address as either party may hereafter designate
in writing to the other. Any such notice shall be deemed to
have been duly given when enclosed in a properly sealed
envelope addressed as aforesaid, registered or certified,
and deposited (postage and registry or certification fee
prepaid) in a post office or branch post office regularly
maintained by the United States Government.
9. PLAN. The Option and all rights of Employee under this
Agreement are subject to, and the Employee agrees to be
bound by, all of the terms and conditions of the provisions
of the Plan, incorporated herein by this reference. In the
event of a conflict or inconsistency between the terms and
conditions of this Agreement and the Plan, the terms and
conditions of the Plan shall govern. The Employee
acknowledges receipt of a copy of the Plan, and agrees to be
bound by the terms thereof. Unless otherwise expressly
provided in other sections of this Agreement, provisions of
the Plan that confer discretionary authority on the
Committee (or the Board) do not (and shall not be deemed to)
create any rights in the Employee unless such rights are
expressly set forth herein or are otherwise in the sole
discretion of the Committee (or the Board) so conferred by
appropriate action of the Committee (or the Board) under the
Plan after the date hereof and evidenced in a writing
authorized by the Committee. The Option and the issuance
and delivery of shares of Common Stock under the Option are
subject to compliance with Section 4.4 of the Plan.
10. ENTIRE AGREEMENT. This Agreement and the Plan constitute
the entire agreement and supersede all prior understandings
and agreements, written or oral, of the parties hereto with
respect to the subject matter hereof. The Plan and this
Agreement may be amended pursuant to Section 4.6 of the
Plan. Such amendment must be in writing and signed by the
Corporation. The Corporation may, however, unilaterally
waive any provision hereof in writing to the extent such
waiver does not adversely affect the interests of the
Employee hereunder, but no such waiver shall operate or be
construed to be a subsequent waiver of the same provision or
a waiver of any other provision hereof.
11. GOVERNING LAW. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the
State of Delaware without regard to conflict of law
principles thereunder.
[12. STOCKHOLDER APPROVAL. Notwithstanding anything else
contained herein to the contrary, this Agreement and the
Option granted hereunder are subject to stockholder approval
of the Plan no later than 12 months after the Effective Date
of the Plan and in accordance with the terms of the Plan,
the Corporation's By-Laws, and applicable law.] [Include if
Option granted prior to stockholder approval.]
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this
Agreement to be executed on its behalf by a duly authorized
officer and the Employee has hereunto set his or her hand.
THE MACNEAL-SCHWENDLER
EMPLOYEE CORPORATION
(a Delaware corporation)
_________________________
Signature
By:________________________
_________________________
Print Name
Title:_____________________
_________________________
Address
Date:______________________
_________________________
City, State, Zip Code
<PAGE>
CONSENT OF SPOUSE
In consideration of the execution of the foregoing
Nonqualified Stock Option Agreement by The MacNeal-Schwendler
Corporation, I, ____________________________, the spouse of the
Employee therein named, do hereby join with my spouse in
executing the foregoing Nonqualified Stock Option Agreement and
do hereby agree to be bound by all of the terms and provisions
thereof and of the Plan.
DATED: ______________, 19__. ________________________
Signature of Spouse
<PAGE>
EXHIBIT 4.3
The MACNEAL-SCHWENDLER CORPORATION
1998 STOCK OPTION PLAN
FORM OF
INCENTIVE STOCK OPTION AGREEMENT
<PAGE>
THE MACNEAL-SCHWENDLER CORPORATION
1998 STOCK OPTION PLAN
INCENTIVE STOCK OPTION AGREEMENT
THIS INCENTIVE STOCK OPTION AGREEMENT (this
"Agreement") dated as of the __________ day of ____________,
______, between THE MACNEAL-SCHWENDLER CORPORATION, a Delaware
corporation (the "Corporation"), and _______________________ (the
"Employee").
W I T N E S S E T H
WHEREAS, the Corporation has adopted The MacNeal-
Schwendler Corporation 1998 Stock Option Plan (the "Plan");
WHEREAS, pursuant to Section 2 of the Plan, the
Corporation has granted to the Employee effective as of the
__________ day of ________________, _____ (the "Option Date") a
stock option to purchase all or any part of ____________ shares
of the Corporation's Common Stock, par value $0.01 per share (the
"Common Stock"), subject to and upon the terms and conditions set
forth in this Agreement and in the Plan; and
WHEREAS, such option has been granted by the
Corporation to the Employee in addition to, and not in lieu of,
any other form of compensation otherwise payable or to be paid to
the Employee;
NOW, THEREFORE, in consideration of the mutual promises
and covenants made herein and the mutual benefits to be derived
herefrom, 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 OF OPTION. This Agreement evidences the Corporation's
grant to the Employee of the right and option to purchase,
on the terms and conditions set forth in this Agreement and
in the Plan, all or any part of __________ shares of the
Common Stock (the "Shares") at the price of $______________
per Share (the "Option"), exercisable from time to time,
subject to the provisions of this Agreement and the Plan,
prior to the close of business on [the day before the tenth
anniversary of the Option Date] (the "Expiration Date").
Such price equals not less than the Fair Market Value of the
Shares on the Option Date. It is the intent of the
Corporation that the Option constitute an incentive stock
option within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended. The Option is subject to
Section 2.4.1 of the Plan.
3. EXERCISABILITY OF OPTION. Except as provided in the Plan or
in any resolution of the Committee adopted after the date
hereof, the Option shall become vested and exercisable [in
installments as to ______% of the aggregate number of Shares
set forth in Section 2 (subject to adjustment) on and after
the _______ anniversary of the Option Date, and thereafter
shall become vested and exercisable as to an additional
______% of the aggregate number of Shares set forth in
Section 2 (subject to adjustment) on and after each of the
_________________, ________________, and ________________
anniversaries of the Option Date].
Once the option is vested and exercisable, the Employee has
the right thereafter to purchase any Shares, in whole or in
part, from time to time; and such right shall continue until
the Option terminates or expires. The Option shall only be
exercisable in respect of whole shares and fractional share
interests shall be disregarded. The Option may only be
exercised as to at least 100 Shares, unless the number
purchased is the total number at the time available for
purchase under the Option.
4. METHOD OF EXERCISE OF OPTION. The Option shall be
exercisable by the delivery to the Secretary of the
Corporation of a written notice stating the number of Shares
to be purchased pursuant to the Option and accompanied by
payment made in accordance with and in a form permitted by
Section 2.2.2 of the Plan for the full purchase price of the
Shares to be purchased, subject to such further limitations
and rules or procedures as the Committee may from time to
time establish as to any non-cash payment and as to the tax
withholding requirements of Section 4.5 of the Plan.
Subject to the consent of the Committee at the time of
exercise, the purchase price may be paid in full or in part
by shares of Common Stock already owned by the Employee;
provided, however, that any shares delivered (i) which were
initially acquired upon exercise of a stock option or
otherwise acquired from the Corporation must have been owned
by the Employee for at least six months before the date of
exercise, and (ii) shall be valued at their Fair Market
Value on the date of exercise. In addition, the Employee
(or the Employee's Beneficiary or Personal Representative)
shall furnish any written statements required pursuant to
Section 4.4 of the Plan.
5. EFFECT OF TERMINATION OF EMPLOYMENT OR DEATH; CHANGE IN
SUBSIDIARY STATUS. If the Employee terminates employment or
services with the Corporation or a Subsidiary for any
reason, the Option, to the extent not previously exercised,
and all other rights hereunder, whether vested or not, shall
terminate and become null and void as provided and at the
times specified in Section 4.3 of the Plan.
6. ADJUSTMENT; TERMINATION OF OPTION UNDER CERTAIN EVENTS. The
Option is subject to adjustment pursuant to Section 4.2.1 of
the Plan and subject to early termination, whether vested or
not, upon the occurrence of certain events as described in
Section 4.2.3 of the Plan.
7. NON-TRANSFERABILITY OF OPTION. Subject to the limited
exceptions set forth in Section 1.8 of the Plan, the Option
and any other rights of the Employee under this Agreement or
the Plan are nontransferable.
8. NOTICES. Any notice to be given under the terms of this
Agreement shall be in writing and addressed to the
Corporation at its principal executive offices, to the
attention of the Secretary, and to the Employee at the
address given beneath the Employee's signature hereto, or at
such other address as either party may hereafter designate
in writing to the other. Any such notice shall be deemed to
have been duly given when enclosed in a properly sealed
envelope addressed as aforesaid, registered or certified,
and deposited (postage and registry or certification fee
prepaid) in a post office or branch post office regularly
maintained by the United States Government.
9. NOTICE OF DISPOSITION. The Employee agrees to notify the
Corporation of any sale or other disposition of any shares
of Common Stock received upon exercise of the Option if such
sale or disposition occurs within two years after the Option
Date or within one year after the date of such exercise.
10. PLAN. The Option and all rights of Employee under this
Agreement are subject to, and the Employee agrees to be
bound by, all of the terms and conditions of the provisions
of the Plan, incorporated herein by this reference. In the
event of a conflict or inconsistency between the terms and
conditions of this Agreement and the Plan, the terms and
conditions of the Plan shall govern. The Employee
acknowledges receipt of a copy of the Plan, and agrees to be
bound by the terms thereof. Unless otherwise expressly
provided in other sections of this Agreement, provisions of
the Plan that confer discretionary authority on the
Committee (or the Board) do not (and shall not be deemed to)
create any rights in the Employee unless such rights are
expressly set forth herein or are otherwise in the sole
discretion of the Committee (or the Board) so conferred by
appropriate action of the Committee (or the Board) under the
Plan after the date hereof and evidenced in a writing
authorized by the Committee. The Option and the issuance
and delivery of shares of Common Stock under the Option are
subject to compliance with Section 4.4 of the Plan.
11. ENTIRE AGREEMENT. This Agreement and the Plan constitute
the entire agreement and supersede all prior understandings
and agreements, written or oral, of the parties hereto with
respect to the subject matter hereof. The Plan and this
Agreement may be amended pursuant to Section 4.6 of the
Plan. Such amendment must be in writing and signed by the
Corporation. The Corporation may, however, unilaterally
waive any provision hereof in writing to the extent such
waiver does not adversely affect the interests of the
Employee hereunder, but no such waiver shall operate or be
construed to be a subsequent waiver of the same provision or
a waiver of any other provision hereof.
12. GOVERNING LAW. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the
State of Delaware without regard to conflict of law
principles thereunder.
[13. STOCKHOLDER APPROVAL. Notwithstanding anything else
contained herein to the contrary, this Agreement and the
Option granted hereunder are subject to stockholder approval
of the Plan no later than 12 months after the Effective Date
of the Plan and in accordance with the terms of the Plan,
the Corporation's By-Laws, and applicable law.] [Include if
Option granted prior to stockholder approval.]
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this
Agreement to be executed on its behalf by a duly authorized
officer and the Employee has hereunto set his or her hand.
THE MACNEAL-SCHWENDLER
EMPLOYEE CORPORATION
(a Delaware corporation)
__________________________
Signature
By:______________________
__________________________
Print Name
Title:___________________
__________________________
Address
Date:____________________
__________________________
City, State, Zip Code
<PAGE>
CONSENT OF SPOUSE
In consideration of the execution of the foregoing
Incentive Stock Option Agreement by The MacNeal-Schwendler
Corporation, I, ____________________________, the spouse of the
Employee therein named, do hereby join with my spouse in
executing the foregoing Incentive Stock Option Agreement and do
hereby agree to be bound by all of the terms and provisions
thereof and of the Plan.
DATED: ______________, 19__. _______________________
Signature of Spouse
<PAGE>
EXHIBIT 5
August 25, 1998
The MacNeal-Schwendler Corporation
815 Colorado Boulevard
Los Angeles, California 90041-1777
Re: The MacNeal-Schwendler Corporation 1998 Stock Option
Plan
Ladies and Gentlemen:
This opinion is rendered in connection with the filing
by The MacNeal-Schwendler Corporation, a Delaware corporation
(the "Company"), of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as
amended, covering 1,000,000 shares of Common Stock, $.01 par
value (the "Shares"), of the Company to be issued pursuant to
The MacNeal-Schwendler Corporation 1998 Stock Option Plan (the
"Plan").
We have examined such appropriate records of the
Company and other documents as we have deemed pertinent as a
basis for this opinion.
Based upon such examination and upon such matters of
fact and law as we have deemed relevant, we are of the opinion
that when the Shares are issued and paid for in accordance with
any appropriate action or authorization by the Board of
Directors of the Company as required or contemplated under the
Plan and with the provisions of the Plan and relevant agreements
duly authorized by and completed in accordance with the terms of
the Plan, the Shares will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as
Exhibit 5 to the Registration Statement.
Very truly yours,
O'MELVENY & MYERS LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 and related Prospectus pertaining to The
MacNeal-Schwendler Corporation 1998 Stock Option Plan of our
report dated March 12, 1998, with respect to the consolidated
financial statements and schedule of The MacNeal-Schwendler
Corporation included in its Annual Report (Form 10-K) for the
year ended January 31, 1998, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Los Angeles, California
August 20, 1998
