exv10w127







Exhibit 10.127




PERFORMANCE UNIT AWARD AGREEMENT





			
	TO:	 	Robert C. Paul (Employee Number: 113996)





     THIS AGREEMENT (the “Agreement”) is made effective as of December 7, 2009 (the “Grant Date”),
between Compuware Corporation, a Michigan corporation (the “Corporation”), and the individual whose
name is set forth above, who is an employee of the Corporation (the “Recipient”). Capitalized
terms not otherwise defined herein shall have the same meanings as in the 2007 Long Term Incentive
Plan (the “Plan”), and the terms of the Plan are hereby incorporated by reference and made a part
of this Agreement. This Award is granted pursuant to Article VII of the Plan and is intended to be
exempt from Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).



     In consideration of the mutual covenants set forth in this Agreement and other good and
valuable consideration, receipt of which is acknowledged, the parties agree as follows:



     1. Grant of the Performance Units. Subject to the terms and conditions of the Plan
and this Agreement, the Corporation grants to the Recipient 100,450 Performance Units (hereinafter
called the “Units”). The Units shall vest and become non-forfeitable in accordance with Section 2
below. In the event of any conflict between the Plan and this Agreement, the terms of the Plan
shall control. The grant of Units made under this Agreement is referred to as the “Units Award”.



     2. Vesting and Forfeiture.


          (a) As long as the Recipient continues to be employed by the Corporation, the Units shall
become vested and non-forfeitable on August 26, 2015 if Covisint Corporation has recognized total
organic revenue on a US GAAP basis exceeding $150 million for any four consecutive completed
calendar quarters prior to August 26, 2015. Notwithstanding the foregoing, the entire Units Award
shall become immediately vested and non-forfeitable in the event that the Recipient ceases to be
employed by the Corporation due to Recipient’s death or Disability or upon a Change in Control of
the Corporation, as defined in the Plan.


          (b) To the extent not previously vested, the Units will be cancelled on the earlier of (i) the
date on which a change in control of Covisint Corporation occurs or (ii) on August 26, 2015 if the
criteria for vesting stipulated in 2(a) above are not met. A “change of control of Covisint
Corporation” means the closing or effectiveness of an acquisition of Covisint Corporation by a
third party, regardless of the form of the acquisition, provided, however, that an Initial Public
Offering of Covisint Corporation or an acquisition of the Corporation shall not constitute a
“change of control of Covisint Corporation” for purposes of this Agreement.


          (c) If Recipient’s employment with the Corporation terminates for any reason other than
Recipient’s death or Disability, Recipient’s right to shares of Common Stock subject to Units that
are not yet vested automatically shall terminate and be forfeited by Recipient unless the
Committee, in the exercise of its authority under the Plan, modifies this Section 2 in connection
with such termination to provide otherwise.


          (d) The Committee, at its discretion and in the exercise of its authority under Code Section
162(m) and the Plan, reserves the right to reduce or eliminate the Recipient’s right to shares of
Common Stock subject to Units at any time on or before the attainment of the criteria for
vesting stipulated in 2(a) above.



     3. Settlement. No shares of Common Stock will be issued before the Units vest in
accordance with Section 2 above. As soon as practicable, but no later than thirty (30) days,



					
					
					
					
					
					
					
					
					
					
					
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Exhibit 10.127




after the date on which the Units vest, the Corporation will issue to Recipient or Recipient’s legal
guardian or representative (if applicable) one share of Common Stock for each vested Unit. The
issuance of shares of Common Stock may be in certificated form or in book entry form, in the
Corporation’s sole discretion, in either case without restrictive legend or notation (except to the
extent necessary or appropriate under applicable securities laws). The Units shall not be settled
in cash.




     4. Dividend Equivalents; Rights as a Shareholder.


          (a) Each Unit awarded under this Agreement shall have a Dividend Equivalent (in accordance
with Section 4.6 of the Plan) associated with it with respect to cash dividends on Common Stock
that have a record date after the Grant Date and prior to the date on which the Units are settled
for shares of Common Stock. Such Dividend Equivalents, if any, shall be paid by crediting the
Recipient with additional whole Units as of the date of payment of such cash dividends on Common
Stock. The number of additional Units (rounded down to the nearest whole number) to be so credited
shall be determined by dividing (i) the amount of cash dividends that would have been paid on the
dividend payment date with respect to the number of shares of Common Stock underlying the unsettled
Units previously credited to the Recipient as of the dividend record date (including those Units
received as part of the Units Award and as a result of prior cash dividends) if such shares had
been outstanding on the dividend record date, by (ii) the Fair Market Value per share of Common
Stock on the dividend payment date. Such Units shall be subject to the same terms and conditions
and shall be settled in the same manner and at the same time as provided in Section 3 of this
Agreement.


          (b) Except as set forth in Section 4(a) above, Recipient shall have no voting or other rights
as a shareholder of the Corporation until certificates are issued or a book entry representing such
shares has been made and such shares have been deposited with the appropriate registered book entry
custodian.



     5. Employee’s Employment by the Corporation. Nothing contained in this Agreement or
the Plan (i) obligates the Corporation to employ Recipient in any capacity whatsoever or (ii)
prohibits or restricts the Corporation from terminating the employment, if any, of Recipient at any
time or for any reason whatsoever, with or without cause, and Recipient hereby acknowledges and
agrees that neither the Corporation nor any other person or entity has made any representations or
promises whatsoever to Recipient concerning Recipient’s employment or continued employment by the
Corporation or any Subsidiary.



     6. Change in Capitalization. In the event of a dividend or distribution paid in
shares of Common Stock or any other adjustment made upon a change in the capital structure of the
Corporation as described in Article IX of the Plan that occurs prior to settlement, appropriate
adjustment shall be made to the Units so that they represent the right to receive upon settlement
any and all new, substituted or additional securities or other property (other than cash dividends)
to which Recipient would be entitled if Recipient had owned, at the time of such change in capital
structure, the shares of Common Stock issuable upon settlement of the Units.



     7. Withholding. The Corporation shall have the right to withhold from Recipient’s
compensation or to require Recipient to remit sufficient funds to satisfy applicable withholding
for income and employment taxes upon the vesting of Units pursuant to Section 2. Subject to
limitations in the Plan, Recipient may, in order to fulfill the withholding obligation, tender
previously-acquired shares of Common Stock having an aggregate Fair Market Value equal to the
amount owed. The Corporation shall be authorized to take such action as may be necessary, in the
opinion of the Corporation’s counsel (including, without limitation, withholding Common Stock
otherwise deliverable to Recipient and/or withholding amounts from any compensation or other amount
owing from the Corporation to Recipient),



	 	 	 	 	 
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Exhibit 10.127




to satisfy the obligations for payment of any such taxes.
The Recipient shall have full responsibility, and the Corporation shall have no responsibility
(except as may be imposed by applicable law), for satisfying any liability for any federal, state
or local income or other taxes required by law to be paid with respect to such Units, including
upon the receipt, vesting or settlement of the Units. The Recipient should seek his or her own tax
counsel regarding the taxation of the Units.




     8. Limitation on Obligations. Except as provided in Section 6 above, the
Corporation’s obligation with respect to the Units is limited solely to the delivery to Recipient
of shares of Common Stock upon settlement, and in no way shall the Corporation become obligated to
pay cash or other assets in respect of such obligation. In addition, the Corporation shall not be
liable to Recipient for damages relating to any delay in issuing the shares or share certificates
or any loss of the certificates.



     9. Transfer of Units Award. Neither this Units Award nor Recipient’s rights under
this Agreement are assignable or transferable except by will or the laws of descent and
distribution, or with the Committee’s consent in accordance with Section 10.3 of the Plan.



     10. Securities Laws. Upon the vesting or settlement of any Units, the Corporation may
require Recipient to make or enter into such written representations, warranties and agreements as
the Committee may reasonably request in order to comply with applicable securities laws or with
this Agreement. The granting of the Units shall be subject to all applicable laws, rules and
regulations and to such approvals of any governmental agencies as may be required.



     11. Notices. Any notice or election to be given to the Corporation shall be addressed
to the Corporation in care of its Secretary, and any notice to Recipient shall be addressed to him
or her at the address stated in the Corporation’s records.



     12. Governing Law. The laws of the State of Michigan shall govern the interpretation,
validity and performance of the terms of this Agreement regardless of the law that might be applied
under principles of conflicts of laws.



     IN WITNESS WHEREOF, the parties have executed this Agreement as of the Grant Date.



	 	 	 	 	 
	 	RECIPIENT

 	 
	 	  	/s/ Robert C. Paul
 	 
	 	 	Robert C. Paul 	 
	 	 	 	 
	 
	 	COMPUWARE CORPORATION

 	 
	 	By:  	/s/ Peter Karmanos, Jr.
 	 
	 	 	Peter Karmanos, Jr. 	 
	 	 	Its:  Chairman and CEO 	 
	 



Exec Cov




					
					
					
					
					
					
					
					
					
					
					
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	 	PU Covisint Revenue 162m BP