MOLDFLOW CORP
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>a5226278ex101.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
                                                                    Exhibit 10.1

                      RESTRICTED STOCK UNIT AWARD AGREEMENT

                           FOR NON-EMPLOYEE DIRECTORS

                         UNDER THE MOLDFLOW CORPORATION
                      2000 STOCK OPTION AND INCENTIVE PLAN


Name of Grantee:  _______________________________
Number of RSUs Granted:  ________________________
Grant Date:  ____________________________________


     1.  Award.  Pursuant  to the  Moldflow  Corporation  2000 Stock  Option and
Incentive  Plan (the  "Plan")  as  amended  through  the date  hereof,  Moldflow
Corporation (the "Company")  hereby grants to the Grantee named above the number
of Restricted  Stock Units ("RSUs")  specified  above.  This Award  represents a
promise to pay out to the Grantee at a future date,  subject to the restrictions
and  conditions  set forth  herein and in the Plan, a number of shares of common
stock, par value $.01 per share (the "Stock") of the Company equal to the number
of vested RSUs.

     2. Restrictions and Conditions.

(a) The RSUs are subject to restrictions as set forth herein and in the Plan.

(b) RSUs granted herein may not be sold, assigned, transferred, pledged or
otherwise encumbered or disposed of by the Grantee prior to vesting.

     3. Vesting of RSUs. The  restrictions and conditions in Paragraph 2 of this
Agreement  shall lapse on the Vesting Date or Dates  specified in the  following
schedule so long as the Grantee remains a Director of the Company on such Dates.
If a series of Vesting Dates is specified,  then the restrictions and conditions
in  Paragraph  2 shall  lapse only with  respect to the number of shares of RSUs
specified as vested on such date.

                Number of
              Shares Vested                                 Vesting Date
              ------ (---%)                             --------------------
              ------ (---%)                             --------------------
              ------ (---%)                             -------------------
         Subsequent to such Vesting Date or Dates, the shares of RSUs on which
all restrictions and conditions have lapsed shall no longer be deemed restricted
and shall be considered vested.
<PAGE>

     4.  Timing and Form of Payout.  The vested RSUs will be paid out in full in
the form of  shares  of Stock  within  30 days  after  the  Grantee  retires  or
otherwise terminates his service as a Director of the Company.

     5. Voting Rights and Dividends. Until such time as the RSUs are paid out in
shares  of Stock,  the  Grantee  shall  not have  voting  rights.  However,  all
dividends and other distributions paid with respect to the RSUs shall accrue and
shall be converted to additional RSUs based on the closing price of the Stock on
the dividend  distribution  date.  Such  additional RSUs shall be subject to the
same restrictions on  transferability as are the RSUs with respect to which they
were paid.

     6. Change of  Control.  Notwithstanding  anything  to the  contrary in this
Agreement,  in the event of a Change of Control  (as defined in the Plan) of the
Company  prior to the payout of shares of Stock  pursuant  to  Paragraph  4, all
vested and unvested RSUs not yet paid out shall be  immediately  paid out to the
Grantee in the form of shares of Stock.

     7.  Recapitalization.  In the event of any change in the  capitalization of
the Company such as a stock split or a corporate transaction such as any merger,
consolidation, separation, or otherwise, the number and class of RSUs subject to
this  Agreement  may be  equitably  adjusted  by  the  Committee,  in  its  sole
discretion, to prevent dilution or enlargement of rights.

     8.  Beneficiary  Designation.  The Grantee may, from time to time, name any
beneficiary or beneficiaries  (who may be named contingently or successively) to
whom any benefit under this  Agreement is to be paid in case of his or her death
before he or she  receives  any or all of such  benefit.  Each such  designation
shall  revoke  all  prior  designations  by  the  Grantee,  shall  be in a  form
prescribed by the Company,  and will be effective only when filed by the Grantee
in writing with the Company during the Grantee's lifetime. In the absence of any
such designation, benefits remaining unpaid at the Grantee's death shall be paid
to the Grantee's estate.

     9.  Continuation  of Service as Director.  This Agreement  shall not confer
upon the Grantee any right to continue service with the Company,  nor shall this
Agreement  interfere  in any way  with the  Company's  right  to  terminate  the
Grantee's service at any time.

     10. Incorporation of Plan. Notwithstanding anything herein to the contrary,
this Agreement  shall be subject to and governed by all the terms and conditions
of the  Plan.  Capitalized  terms  in this  Agreement  shall  have  the  meaning
specified in the Plan, unless a different meaning is specified herein.

     11.  Transferability.  This  Agreement  is  personal  to  the  Grantee,  is
non-assignable  and is not  transferable  in any manner,  by operation of law or
otherwise, other than by will or the laws of descent and distribution.

     12. Notices.  Notices hereunder shall be mailed or delivered to the Company
at its  principal  place of  business  and shall be mailed or  delivered  to the
Grantee at the  address on file with the  Company  or, in either  case,  at such
other  address  as one  party may  subsequently  furnish  to the other  party in
writing.


                                       2
<PAGE>

     13.  Governing Law. This  Agreement  shall be governed by, and construed in
accordance with, the laws of the Commonwealth of Massachusetts,  applied without
regard to conflict of law  principles.  The parties hereto agree that any action
or proceeding arising directly,  indirectly or otherwise in connection with, out
of, related to or from this  Agreement,  any breach hereof or any action covered
hereby,  shall be resolved  within the  Commonwealth  of  Massachusetts  and the
parties hereto consent and submit to the  jurisdiction  of the federal and state
courts  located  within the City of Boston,  Massachusetts.  The parties  hereto
further  agree that any such  action or  proceeding  brought by either  party to
enforce any right,  assert any claim, obtain any relief whatsoever in connection
with this  Agreement  shall be brought by such party  exclusively  in federal or
state courts located within the Commonwealth of Massachusetts.

                    MOLDFLOW CORPORATION



                    By:  ____________________________________________________
                    Title


The foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned.



Dated:                              _________________________________________
        ------------------------
                                    Grantee's Signature

                                    Grantee's name and address:

                                         ---------------------------------------

                                         ---------------------------------------

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