exv10w128





Exhibit
10.128


COVISINT CORPORATION

2009 LONG TERM INCENTIVE PLAN




I. GENERAL PROVISIONS




     1.1 Establishment. On August 24, 2009, the Board of Directors of Covisint Corporation
adopted the Covisint Corporation 2009 Long Term Incentive Plan, subject to the approval of the
Corporation’s sole shareholder.



     1.2 Purpose. The purpose of the Plan is to (a) promote the best interests of the
Corporation and its shareholders by encouraging Employees and Directors of the Corporation, its
Parent and its Subsidiaries to acquire an ownership interest in the Corporation by granting
stock-based Awards, thus aligning their interests with those of shareholders, and (b) enhance the
ability of the Corporation to attract, motivate and retain qualified Employees and Directors. It is
the further purpose of the Plan to authorize certain Awards that will constitute performance-based
compensation, as described in Code Section 162(m) and Treasury regulations promulgated thereunder.



     1.3 Plan Duration. Subject to receipt of shareholder approval, the Plan shall become
effective on August 24, 2009 and shall continue in effect until its termination by the Board;
provided, however, that no new Awards may be granted on or after August 24, 2019.



     1.4 Definitions. As used in this Plan, the following terms have the meaning described
below:



          (a) “Agreement” means the written document that sets forth the terms of a Participant’s Award.



          (b) “Annual Incentive Award” means an Award that is granted in accordance with Article VI.



          (c) “Award” means any form of Option, Stock Appreciation Right, Restricted Stock, Restricted
Stock Unit, Performance Award, Annual Incentive Award or other award granted under the Plan.



          (d) “Board” means the Board of Directors of the Corporation.



          (e) “Change in Control” means the closing or effectiveness of an acquisition of the
Corporation by a third party, regardless of the form of the acquisition, including without
limitation:



               (i) If the Corporation consolidates with or merges into any other corporation or other entity
and is not the continuing or surviving entity of such consolidation or merger, or consummates a
statutory share exchange pursuant to which the holders of the Common Stock receive consideration
for their shares by operation of law;



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Exhibit
10.128


               (ii) If the Corporation permits any other corporation or other entity to consolidate with or
merge into the Corporation and the Corporation, as the case may be, is the continuing or surviving
entity but, in connection with such consolidation or merger, the Common Stock is changed into or
exchanged for stock or other securities of any other corporation or other entity or cash or any
other assets;



               (iii) If any one person, or more than one person acting as a group (as determined in
accordance with Code Section 409A and IRS guidance thereunder), acquires (or has acquired during
the 12-month period ending on the date of the most recent acquisition by such person or persons)
ownership of Common Stock of the Corporation possessing fifty point one (50.1) percent or more of
the total voting power of the Common Stock of the Corporation; or



               (iv) If there is a change in the ownership of a substantial portion of the Corporation’s
assets, which shall occur on the date that any one person, or more than one person acting as a
group (within the meaning of Code Section 409A and IRS guidance issued thereunder), acquires (or
has acquired during the 12-month period ending on the date of the most recent acquisition by such
person or persons) assets from the Corporation that have a total gross fair market value equal to
or more than forty (40) percent of the total gross fair market value of all of the assets of the
Corporation immediately prior to such acquisition or acquisitions. For this purpose, gross fair
market value means the value of the assets of the Corporation or the value of the assets being
disposed of, determined without regard to any liabilities associated with such assets;


provided, however,that an acquisition of the Parent shall not be deemed a Change in
Control under the Plan.




          (f) “Code” means the Internal Revenue Code of 1986, as amended.



          (g) “Committee” means (x) at any time prior to the Initial Public Offering, the Board and (y)
at any time following the Initial Public Offering, the Compensation Committee of the Board, or any
other committee or sub-committee of the Board, designated by the Board from time to time, comprised
solely of two or more Directors who are “Non-Employee Directors,” as defined in Rule 16b-3 of the
Exchange Act, “Outside Directors” as defined in Code Section 162(m) and Treasury regulations
thereunder, and “Independent Directors” for purposes of the rules and regulations of the Stock
Exchange. However, the fact that a Committee member shall fail to qualify under any of these
requirements shall not invalidate any Award made by the Committee, if the Award is otherwise
validly made under the Plan. The members of the Committee shall be appointed by, and may be changed
at any time and from time to time, at the discretion of the Board.



          (h) “Common Stock” means shares of the Corporation’s authorized common stock, without par
value.



          (i) “Corporation” means Covisint Corporation, a Michigan corporation.



          (j) “Director” means an individual, other than an Employee, who has been elected or appointed
to serve as a Director of the Corporation or any Parent or Subsidiary.



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Exhibit
10.128


          (k) “Disability” means total and permanent disability, as defined in Code Section 22(e);
provided, however, that for purposes of a Code Section 409A distribution event, “disability” shall
be defined under Code Section 409A and IRS guidance issued thereunder.



          (l) “Dividend Equivalent” means a credit, made at the discretion of the Committee or as
otherwise provided by the Plan or the relevant Agreement, to the account of a Participant in an
amount equal to the cash dividend paid on one share of Common Stock for each share of Common Stock
represented by an Award held by such Participant.



          (m) “Employee” means an individual who has an “employment relationship” (as defined in
Treasury Regulation 1.421-1(h)) with the Corporation or any Parent or Subsidiary, and the term
“employment” means employment with the Corporation, or any Parent or Subsidiary.



          (n) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time,
and any successor thereto.



          (o) “Fair Market Value” means for purposes of determining the value of Common Stock on the
Grant Date, the closing price of the Common Stock on the Stock Exchange for the last Stock Exchange
trading day immediately preceding the Grant Date. In the event that there are no Common Stock
transactions on such date, the Fair Market Value shall be determined as of the immediately
preceding date on which there were Common Stock transactions. Unless otherwise specified in the
Plan, “Fair Market Value” for purposes of determining the value of Common Stock on the date of
exercise or Vesting means the closing price of the Common Stock on the Stock Exchange for the last
date preceding the date of exercise or Vesting on which there were Common Stock transactions. If
the Common Stock is not listed on a Stock Exchange on the determination date, “Fair Market Value”
shall be determined in good faith by the Committee in accordance with any applicable resolutions or
regulations of the Committee in effect at such time.



          (p) “Grant Date” means the date on which the Committee (or its delegate pursuant to authority
delegated in accordance with Section 1.5(c) of this Plan) authorizes an Award, or such later date
as shall be designated by the Committee.



          (q) Initial Public Offering” means the initial sale of shares of Common Stock to the public by
the Corporation or its Parent after the date hereof pursuant to a registration statement under the
Securities Act which has been declared effective by the Securities and Exchange Commission (other
than a registration statement on Form S-4 or Form S-8) if, immediately following the closing of
such sale, shares of the Common Stock are registered under Section 12(b) or 12(g) of the Exchange
Act or would be required to be so registered if the date immediately following the closing were the
last day of the Corporation’s fiscal year.



          (r) “Incentive Stock Option” means an Option that is intended to meet the requirements of
Section 422 of the Code.



          (s) “Nonqualified Stock Option” means an Option that is not an Incentive Stock Option.



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Exhibit
10.128


          (t) “Option” means either an Incentive Stock Option or a Nonqualified Stock Option.



          (u) “Parent” means a “parent” (as defined in Code Section 424) of the Corporation, including
without limitation Compuware Corporation.



          (v) “Participant” means an Employee (including an Employee who is a director of the
Corporation or any Parent or Subsidiary) or Director who is designated by the Committee to
participate in the Plan.



          (w) “Performance Award” means any Award of Performance Shares or Performance Units granted
pursuant to Article V.



          (x) “Performance Measures” means the measures of performance of the Corporation and its
Subsidiaries used to determine a Participant’s entitlement to an Award under the Plan. Such
performance measures shall have the same meanings as used in the Corporation’s financial
statements, or, if such terms are not used in the Corporation’s financial statements, they shall
have the meaning applied pursuant to generally accepted accounting principles, or as used generally
in the Corporation’s industry. Performance Measures shall be calculated with respect to the
Corporation and each Subsidiary consolidated therewith for financial reporting purposes or such
division or other business unit as may be selected by the Committee. For purposes of the Plan, the
Performance Measures shall be calculated in accordance with generally accepted accounting
principles, but, unless otherwise determined by the Committee, prior to the accrual or payment of
any Award under this Plan for the same performance period and excluding the effect (whether
positive or negative) of any change in accounting standards or any extraordinary, unusual or
nonrecurring item, as determined by the Committee, occurring after the establishment of the
performance goals. Performance Measures shall be one or more of the following, or a combination of
any of the following, on an absolute or peer group comparison, as determined by the Committee:




	 	•	 	earnings (as measured by net income, gross profit, operating income, operating
income before interest, EBIT, EBITA, EBITDA, pre-tax income, or cash earnings, or
earnings as adjusted by excluding one or more components of earnings, including each of
the above on a per share and/or segment basis);
	 
	 	•	 	sales/net sales, growth in sales/net sales, revenues/net revenues, growth in
revenues/net revenues, billings/net billings or growth in billings/net billings;
	 
	 	•	 	return on net sales or revenues (as measured by net income, gross profit, operating
income, operating income before interest, EBIT, EBITA, EBITDA, pre-tax income,
operating cash flow or cash earnings as a percentage of net sales);
	 
	 	•	 	gross profit margins;
	 
	 	•	 	cash flow, operating cash flow, free cash flow or discounted cash flow;
	 
	 	•	 	working capital;




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Exhibit
10.128


	 	•	 	 market capitalization or total stock market capitalization;
	 
	 	•	 	return on investment (in cash or otherwise);
	 
	 	•	 	return on equity, assets, net assets, capital or cost of capital;
	 
	 	•	 	shareholder value;
	 
	 	•	 	total shareholder return;
	 
	 	•	 	economic value added;
	 
	 	•	 	stock trading multiples (as measured against investment, net income, gross profit,
operating income, operating income before interest, EBIT, EBITA, EBITDA, pre-tax
income, cash earnings or operating cash flow); and
	 
	 	•	 	stock price.





          (y) “Performance Share” means any grant pursuant to Article V and Section 5.2(b)(i).



          (z) “Performance Unit” means any grant pursuant to Article V and Section 5.2(b)(ii).



          (aa) “Plan” means the Covisint Corporation 2009 Long Term Incentive Plan, the terms of which
are set forth herein, and any amendments thereto.



          (bb) “Restriction Period” means the period of time during which a Participant’s Restricted
Stock or Restricted Stock Unit is subject to restrictions and is nontransferable.



          (cc) “Restricted Stock” means Common Stock granted pursuant to Article IV that is subject to a
Restriction Period.



          (dd) “Restricted Stock Unit” means a right granted pursuant to Article IV to receive
Restricted Stock or an equivalent value in cash.



          (ee) “Securities Act” means the Securities Act of 1933, as amended.



          (ff) “Stock Appreciation Right” means the right to receive a cash or Common Stock payment from
the Corporation, in accordance with Article III of the Plan.



          (gg) “Stock Exchange” means the principal national securities exchange on which the Common
Stock is listed for trading, or, if the Common Stock is not listed for trading on a national
securities exchange, such other recognized trading market or quotation system upon which the
largest number of shares of Common Stock has been traded in the aggregate during the last 20 days
before a Grant Date, or date on which an Option is exercised or Award Vests, whichever is
applicable.



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Exhibit
10.128


          (hh) “Subsidiary” means a “subsidiary” (as defined in Code Section 424) of the Corporation.



               (ii) “Vest,” “Vested” or “Vesting” means the extent to which an Award granted or issued
hereunder has become exercisable, any applicable Restriction Period has terminated or lapsed in
accordance with the Plan and the terms of any respective Agreement pursuant to which such Award was
granted or issued, or has become payable in whole or in part due to the satisfaction of performance
goals set forth in any respective Agreement pursuant to which such Award was granted or issued.



     1.5 Administration.



          (a) The Plan shall be administered by the Committee. The Committee shall interpret the Plan,
prescribe, amend, and rescind rules and regulations relating to the Plan, and make all other
determinations necessary or advisable for its administration. The decision of the Committee on any
question concerning the interpretation of the Plan or its administration with respect to any Award
granted under the Plan shall be final and binding upon all Participants. No member of the Committee
shall be liable for any action or determination made in good faith with respect to the Plan or any
Award hereunder.



          (b) In addition to any other powers set forth in the Plan and subject to the provisions of the
Plan, but, in the case of Awards designated as Awards under Code Section 162(m), subject to the
requirements of Code Section 162(m), the Committee shall have the full and final power and
authority, in its discretion to:



               (i) Amend, modify, or cancel any Award, or to waive any restrictions or conditions applicable
to any Award or any shares acquired pursuant thereto;



               (ii) Subject to Code Section 409A, accelerate, continue, or defer the exercisability or
Vesting of any Award or any shares acquired pursuant thereto;



               (iii) Authorize, in conjunction with any applicable deferred compensation plan of the
Corporation, that the receipt of cash or Common Stock subject to any Award under this Plan may be
deferred under the terms and conditions of such deferred compensation plan;



               (iv) Determine the terms and conditions of Awards granted to Participants, and whether such
terms and conditions have been satisfied, including without limitation as required in Section 7.2
of the Plan; and



               (v) Establish such other Awards, besides those specifically enumerated in the Plan, which the
Committee determines are consistent with the Plan’s purposes.



          (c) Notwithstanding anything in this Plan to the contrary, to the extent permitted by
applicable law, the Committee may delegate to the Chief Executive Officer of the Corporation the
authority, subject to such terms and limitations as the Committee shall determine by resolution, to
grant Awards to, cancel, modify, or waive rights with respect to, alter, discontinue or terminate
Awards held by and otherwise exercise the Committee’s authority under



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Exhibit
10.128


this Plan with respect to Awards held by, Participants who are not persons subject to Section
16 of the Exchange Act. The acts of the Chief Executive Officer pursuant to such delegated
authority shall be treated hereunder as acts of the Committee and the Chief Executive Officer shall
report regularly to the Committee regarding any Award so granted or other actions taken by the
Chief Executive Officer pursuant to such delegated authority.




     1.6 Participants. Participants in the Plan shall be such Employees and Directors as
the Committee in its sole discretion may select from time to time. The Committee may grant Awards
to an individual upon the condition that the individual become an Employee or Director of the
Corporation or any Parent or Subsidiary, provided that the Award shall be deemed to be granted only
on the date that the individual becomes an Employee or Director, as applicable.



     1.7 Stock.



          (a) The Corporation has reserved one hundred fifty thousand (150,000) shares of the
Corporation’s Common Stock for issuance pursuant to stock-based Awards, including without
limitation, Incentive Stock Options. All amounts in this Section 1.7 shall be adjusted, as
applicable, in accordance with Article IX.



          (b) The shares subject to any portion of an Award that is forfeited, cancelled, or expires or
otherwise terminates without issuance of such shares shall, to the extent of such forfeiture,
cancellation, expiration, termination, again be available for issuance pursuant to Awards under the
Plan to any Participant.



          (c) Shares paid to the Corporation through the tendering of shares by a Participant or the
withholding of shares by the Corporation, in each case to pay the exercise or purchase price for
shares subject to an Award (including, without limitation, Options and Restricted Stock) or to
satisfy withholding tax liabilities, shall not be added back to the number of shares reserved under
the Plan or that remain available for issuance pursuant to Awards under the Plan.



     1.8 Repricing. Without the affirmative vote of holders of a majority of the shares of
Common Stock cast in person or by proxy at a meeting of the shareholders of the Corporation at
which a quorum representing a majority of all outstanding shares is present or represented by proxy
(or by written consent in lieu of such a meeting if permitted by the Corporation’s bylaws), neither
the Board nor the Committee shall approve a program providing for either (a) the cancellation of
outstanding Options and/or Stock Appreciation Rights and the grant in substitution therefore of any
new Awards under the Plan having a lower exercise price than the Fair Market Value of the
underlying Common Stock on the original Grant Date, (b) the amendment of outstanding Options and/or
Stock Appreciation Rights to reduce the exercise price thereof below the Fair Market Value of the
underlying Common Stock on the original Grant Date or (c) the exchange of outstanding Options or
Stock Appreciation Rights for cash or other Awards if the exercise price per share of such
outstanding Options or Stock Appreciation Rights is less than the Fair Market Value per share as of
the date of the exchange. This Section shall not be construed to apply to “issuing or assuming a
stock option in a transaction to which section 424(a) applies,” within the meaning of Section 424
of the Code.



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Exhibit
10.128


II. STOCK OPTIONS




     2.1 Grant of Options. The Committee, at any time and from time to time, subject to
the terms and conditions of the Plan, may grant Options to such Participants and for such number of
shares of Common Stock as it shall designate. Any Participant may hold more than one Option under
the Plan and any other plan of the Corporation or any Parent or Subsidiary. The Committee shall
determine the general terms and conditions of exercise, which shall be set forth in a Participant’s
Agreement. No Option granted hereunder may be exercised after the tenth anniversary of the Grant
Date. The Committee may designate any Option granted as either an Incentive Stock Option or a
Nonqualified Stock Option, or the Committee may designate a portion of an Option as an Incentive
Stock Option or a Nonqualified Stock Option. Unless otherwise provided in a Participant’s
Agreement, Options are intended to satisfy the requirements of Code Section 162(m) and the
regulations promulgated thereunder, to the extent applicable. Dividend Equivalents shall not be
paid on Option Awards.



     2.2 Incentive Stock Options. Any Option intended to constitute an Incentive Stock
Option shall comply with the requirements of this Section 2.2. An Incentive Stock Option only may
be granted to an Employee. No Incentive Stock Option shall be granted with an exercise price below
the Fair Market Value of Common Stock on the Grant Date nor with an exercise term that extends
beyond ten (10) years from the Grant Date. An Incentive Stock Option shall not be granted to any
Participant who owns (within the meaning of Code Section 424(d)) stock of the Corporation or any
Parent or Subsidiary possessing more than 10 percent of the total combined voting power of all
classes of stock of the Corporation or any Parent or Subsidiary unless, at the Grant Date, the
exercise price for the Option is at least 110 percent of the Fair Market Value of the shares
subject to the Option and the Option, by its terms, is not exercisable more than five (5) years
after the Grant Date. The aggregate Fair Market Value of the underlying Common Stock (determined at
the Grant Date) as to which Incentive Stock Options granted under the Plan (including a plan of any
Parent or Subsidiary) may first be exercised by a Participant in any one calendar year shall not
exceed $100,000. To the extent that an Option intended to constitute an Incentive Stock Option
shall violate the foregoing $100,000 limitation (or any other limitation set forth in Code Section
422), the portion of the Option that exceeds the $100,000 limitation (or violates any other Code
Section 422 limitation) shall be deemed to constitute a Nonqualified Stock Option.



     2.3 Option Price. The Committee shall determine the per share exercise price for each
Option granted under the Plan. No Option may be granted with an exercise price below 100 percent of
the Fair Market Value on the Grant Date.



     2.4 Payment for Option Shares.



          (a) The purchase price for shares of Common Stock to be acquired upon exercise of an Option
granted hereunder shall be paid in full in cash or by personal check, bank draft or money order at
the time of exercise; provided, however, that in lieu of such form of payment, unless otherwise
provided in a Participant’s Agreement, payment may be made by (i) delivery to the Corporation of
outstanding shares of Common Stock, on such terms and conditions as may be specified in the
Participant’s Agreement; (ii) by delivery to the Corporation of a properly executed exercise
notice, acceptable to the Corporation, together with irrevocable



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Exhibit
10.128


instructions to the Participant’s broker to deliver to the Corporation sufficient cash to pay
the exercise price and any applicable income and employment withholding taxes, in accordance with a
written agreement between the Corporation and the brokerage firm; (iii) delivery of other
consideration approved by the Committee having a Fair Market Value on the exercise date equal to
the total purchase price; (iv) other means determined by the Committee; or (v) any combination of
the foregoing. Exercises of Options granted pursuant to the Plan using any of the above methods
shall not entitle the Participant or other holder of the Option to receive any “replacement” or
“reload” grant or award pursuant to any replacement option or similar program now or hereafter
existing at the Corporation or any Parent or Subsidiary.




          (b) Notwithstanding the foregoing, an Option may not be exercised by delivery to or
withholding by the Corporation of shares of Common Stock to the extent that such delivery or
withholding (i) would constitute a violation of the provisions of any law or regulation (including
the Sarbanes-Oxley Act of 2002), or (ii) if there is a substantial likelihood that the use of such
form of payment would result in adverse accounting treatment to the Corporation or its Parent under
generally accepted accounting principles. Until a Participant has been issued a certificate or
certificates for the shares of Common Stock so purchased (or the book entry representing such
shares has been made and such shares have been deposited with the appropriate registered book-entry
custodian), he or she shall possess no rights as a record holder with respect to any such shares.



III. STOCK APPRECIATION RIGHTS




     3.1 Grant of Stock Appreciation Rights. Stock Appreciation Rights may be granted,
held and exercised in such form and upon such general terms and conditions as determined by the
Committee on an individual basis. A Stock Appreciation Right may be granted to a Participant with
respect to such number of shares of Common Stock of the Corporation as the Committee may determine.
Unless otherwise provided in a Participant’s Agreement, Stock Appreciation Rights are intended to
satisfy the requirements of Code Section 162(m) and the regulations promulgated thereunder, to the
extent applicable. No Stock Appreciation Right shall be granted with an exercise term that extends
beyond ten (10) years from the Grant Date. Dividend Equivalents shall not be paid on Stock
Appreciation Right Awards.



     3.2 Exercise Price. The Committee shall determine the per share exercise price for
each Stock Appreciation Right granted under the Plan; provided, however, that the exercise price of
a Stock Appreciation Right shall not be less than 100 percent of the Fair Market Value on the Grant
Date.



     3.3 Exercise of Stock Appreciation Rights. A Stock Appreciation Right shall be deemed
exercised upon receipt by the Corporation of written notice of exercise from the Participant. The
Committee shall specify in a Participant’s Agreement whether payment shall be made in cash or
shares of Common Stock, or any combination thereof.



     3.4 Stock Appreciation Right Payment. Upon exercise of a Stock Appreciation Right, a
Participant shall be entitled to payment from the Corporation, in cash, shares, or partly in each
(as determined by the Committee in accordance with any applicable terms of the



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Exhibit
10.128


Agreement), of an amount equal to the difference between (i) the aggregate Fair Market Value
on the exercise date for the specified number of shares being exercised, and (ii) the aggregate
exercise price for the specified number of shares being exercised.




     3.5 Maximum Stock Appreciation Right Amount Per Share. The Committee may, at its sole
discretion, establish (at the time of grant) a maximum amount per share which shall be payable upon
the exercise of a Stock Appreciation Right, expressed as a dollar amount.



IV. RESTRICTED STOCK AND UNITS




     4.1 Grant of Restricted Stock and Restricted Stock Units. Subject to the terms and
conditions of the Plan, the Committee, at any time and from time to time, may grant shares of
Restricted Stock and Restricted Stock Units under the Plan to such Participants and in such amounts
as it shall determine.



     4.2 Restricted Stock Agreement. Each Award of Restricted Stock or Restricted Stock
Units shall be evidenced by an Agreement that shall specify the terms of the restrictions,
including the Restriction Period, or periods, the number of Common Stock shares or units subject to
the Award, the purchase price for the shares of Restricted Stock, if any, the form of consideration
that may be used to pay the purchase price of the Restricted Stock, including those specified in
Section 2.4, and such other general terms and conditions, including performance goal(s), as the
Committee shall determine.



     4.3 Transferability. Except as provided in this Article IV and Section 10.3 of the
Plan, the shares of Common Stock subject to an Award of Restricted Stock or Restricted Stock Units
granted hereunder may not be transferred, pledged, assigned, or otherwise alienated or hypothecated
until the termination of the applicable Restriction Period or for such period of time as shall be
established by the Committee and specified in the applicable Agreement, or upon the earlier
satisfaction of other conditions as specified by the Committee in its sole discretion and as set
forth in the applicable Agreement.



     4.4 Other Restrictions. The Committee shall impose such other restrictions on any
shares of Common Stock subject to an Award of Restricted Stock or Restricted Stock Units under the
Plan as it may deem advisable including, without limitation, restrictions under applicable Federal
or State securities laws, and the issuance of a legended certificate of Common Stock representing
such shares to give appropriate notice of such restrictions (or, if issued in book entry form, a
notation with similar restrictive effect with respect to the book entry representing such shares).
The Committee shall have the discretion to waive the applicable Restriction Period with respect to
all or any part of the Common Stock subject to an Award of Restricted Stock or Restricted Stock
Units that has not been granted as a Code Section 162(m) Award.



     4.5 Voting Rights. During the Restriction Period, Participants holding issued and
outstanding shares of Common Stock subject to an Award of Restricted Stock may exercise full voting
rights with respect to the Restricted Stock, whether or not such Award has Vested.



     4.6 Dividends and Dividend Equivalents.



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Exhibit
10.128


          (a) Except as set forth below or in a Participant’s Agreement, during the Restriction Period,
a Participant shall be entitled to receive all dividends and other distributions paid with respect
to issued and outstanding shares of Common Stock subject to an Award of Restricted Stock, whether
or not such Award has Vested. If any dividends or distributions are paid in shares of Common Stock
during the Restriction Period applicable to an Award of Restricted Stock, the dividend or other
distribution shares shall be subject to the same restrictions on transferability as the shares of
Common Stock with respect to which they were paid.



          (b) The Committee, in its discretion, may provide in the Agreement evidencing any Restricted
Stock Unit that the Participant shall be entitled to receive Dividend Equivalents with respect to
the payment of cash dividends on Common Stock having a record date prior to the date on which
Restricted Stock Units held by such Participant are settled. Such Dividend Equivalents, if any,
shall be paid by crediting the Participant with additional whole Restricted Stock Units as of the
date of payment of such cash dividends on Common Stock. The number of additional Restricted Stock
Units (rounded to the nearest whole number) to be so credited shall be determined by dividing (i)
the amount of cash dividends paid on such date with respect to the number of shares of Common Stock
represented by the Restricted Stock Units previously credited to the Participant (including
Restricted Stock Units received in connection with prior dividends), by (ii) the Fair Market Value
per share of Common Stock on such date. Such additional Restricted Stock Units shall be subject to
the same terms and conditions and shall be settled in the same manner and at the same time (or as
soon thereafter as practicable) as the Restricted Stock Units originally subject to the Award. 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, appropriate
adjustments shall be made in the Participant’s Restricted Stock Unit so that it represents the
right to receive upon settlement any and all new, substituted or additional securities or other
property (other than normal cash dividends) to which the Participant would be entitled by reason of
the shares of Common Stock issuable upon settlement of the Restricted Stock Unit, and all such new,
substituted or additional securities or other property shall be immediately subject to the same
restrictions as are applicable to the Restricted Stock Unit.



     4.7 Settlement of Restricted Stock Units. If a Restricted Stock Unit is payable in
Common Stock, the Corporation shall issue to a Participant, on the date on which Restricted Stock
Units subject to the Participant’s Award Vest or on such other date determined by the Committee, in
its discretion, and set forth in the Agreement, one (1) share of Common Stock and/or any other new,
substituted or additional securities or other property pursuant to an adjustment described in
Section 9.1 for each Restricted Stock Unit then becoming Vested or otherwise to be settled on such
date, subject to the withholding of applicable taxes. Notwithstanding any other provision in this
Plan to the contrary, any Restricted Stock Unit, whether settled in Common Stock or cash, shall be
paid no later than two and a half (2 1/2) months after the later of the end of the fiscal or
calendar year in which the Restricted Stock Unit Vests.



V. PERFORMANCE AWARDS





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Exhibit 10.128


     5.1 Grant of Performance Awards. The Committee, at its discretion, may grant
Performance Awards to Participants and may determine, on an individual or group basis, the
performance goal or goals to be attained pursuant to each Performance Award.



     5.2 Terms of Performance Awards.



          (a) Performance Awards shall consist of rights to receive cash, Common Stock or a combination
of each, if designated performance goal(s) are achieved. The terms of a Participant’s Performance
Award shall be set forth in a Participant’s Agreement. Each Agreement shall specify the performance
goal or goals, which may include the Performance Measures, applicable to a particular Participant
or group of Participants, the period over which the targeted goal(s) are to be attained, the
payment schedule if the goal(s) are attained, and any other general terms as the Committee shall
determine and conditions applicable to an individual Performance Award. The Committee, at its
discretion, may waive all or part of the conditions, goals and restrictions applicable to the
receipt of full or partial payment of a Performance Award that has not been granted as a Code
Section 162(m) Award.



          (b) Performance Awards may be granted as Performance Shares or Performance Units, at the
discretion of the Committee. Performance Awards shall be paid no later than two and a half (2 1/2)
months after the later of the end of the fiscal or calendar year in which the Performance Award is
no longer subject to a substantial risk of forfeiture.



               (i) In the case of Performance Shares, the Participant shall receive a legended certificate of
Common Stock, restricted from transfer prior to the satisfaction of the designated performance
goal(s) and restrictions (or shares may be issued in book entry form with a notation having similar
restrictive effect with respect to the book entry representing such shares), as determined by the
Committee and specified in the Participant’s Agreement. Prior to satisfaction of the performance
goal(s) and restrictions, the Participant shall be entitled to vote the Performance Shares to the
extent such shares are issued and outstanding. Further, any dividends paid on such shares during
the performance period automatically shall be reinvested on behalf of the Participant in additional
Performance Shares under the Plan, and such additional shares shall be subject to the same
performance goal(s) and restrictions as the other shares under the Performance Share Award.



               (ii) In the case of Performance Units, the Participant shall receive an Agreement from the
Committee that specifies the performance goal(s) and restrictions that must be satisfied before the
Corporation shall issue the payment, which may be cash, a designated number of shares of Common
Stock, or a combination thereof.



VI. ANNUAL INCENTIVE AWARDS




     6.1 Grant of Annual Incentive Awards.



          (a) The Committee, at its discretion, may grant Annual Incentive Awards to such Participants
as it may designate from time to time. The terms of a Participant’s Annual Incentive Award shall be
set forth in the Participant’s individual Agreement. Each Agreement shall specify such general
terms and conditions as the Committee shall determine.



12









 




Exhibit 10.128

          (b) The determination of Annual Incentive Awards for a given year may be based upon the
attainment of specified levels of Corporation or Subsidiary performance as measured by
pre-established, objective performance criteria determined at the discretion of the Committee,
including any or all of the Performance Measures.



          (c) The Committee shall (i) select those Participants who shall be eligible to receive an
Annual Incentive Award, (ii) determine the performance period, (iii) determine target levels of
performance, and (iv) determine the level of Annual Incentive Award to be paid to each selected
Participant upon the achievement of each performance level. The Committee generally shall make the
foregoing determinations prior to the commencement of services to which an Annual Incentive Award
relates (or within the permissible time period established under Code Section 162(m)), to the
extent applicable, and while the outcome of the performance goals and targets is uncertain.



     6.2 Payment of Annual Incentive Awards.



          (a) Annual Incentive Awards shall be paid in cash. Payments shall be made following a
determination by the Committee that the performance targets were attained and shall be made within
two and a half (2 1/2) months after the later of the end of the fiscal or calendar year in which
the Annual Incentive Award is no longer subject to a substantial risk of forfeiture.



          (b) The amount of an Annual Incentive Award to be paid upon the attainment of each targeted
level of performance shall equal a percentage of a Participant’s base salary for the fiscal year, a
fixed dollar amount, or such other formula, as determined by the Committee.



VII. CODE SECTION 162(M) AWARDS




     7.1 Awards Granted Under Code Section 162(m). The Committee, at its discretion, may
designate that a Restricted Stock, Restricted Stock Unit, Performance Share, Performance Unit or
Annual Incentive Award shall be granted as a Code Section 162(m) Award. Such an Award must comply
with the following additional requirements, which shall control over any other provision that
pertains to such Award under Articles IV, V and VI.



          (a) Each Code Section 162(m) Award shall be based upon the attainment of specified levels of
pre-established, objective Performance Measures that are intended to satisfy the performance based
compensation requirements of Code Section 162(m) and the regulations promulgated thereunder.
Further, at the discretion of the Committee, an Award also may be subject to goals and restrictions
in addition to the Performance Measures.



          (b) For each Code Section 162(m) Award, the Committee shall (i) select the Participant who
shall be eligible to receive a Code Section 162(m) Award, (ii) determine the applicable performance
period, (iii) determine the target levels of the Corporation or Subsidiary Performance Measures,
and (iv) determine the number of shares of Common Stock or cash (or combination thereof) subject to
an Award to be paid to each selected Participant. The Committee shall make the foregoing
determinations prior to the commencement of services to which an Award relates (or within the
permissible time period established under Code Section 162(m)) and while the outcome of the
performance goals and targets is uncertain.



13









 




Exhibit 10.128

     7.2 Attainment of Code Section 162(m) Goals.



          (a) After each performance period, the Committee shall certify, in writing (which writing may
include the minutes for any meeting of the Committee): (i) if the Corporation has attained the
performance targets, and (ii) the number of shares pursuant to the Award that are to become freely
transferable, if applicable, or the cash payable under the Award. The Committee shall have no
discretion to waive all or part of the conditions, goals and restrictions applicable to the receipt
of full or partial payment of an Award except in the case of the death or Disability of a
Participant.



          (b) Notwithstanding the foregoing, the Committee may, in its discretion, reduce any Award
based on such factors as may be determined by the Committee, including, without limitation, a
determination by the Committee that such a reduction is appropriate in light of pay practices of
competitors, or the performance of the Corporation, a Subsidiary or a Participant relative to the
performance of competitors, or performance with respect to the Corporation’s strategic business
goals.



     7.3 Individual Participant Limitations. Subject to adjustment as provided in Section
9.1, no Employee Participant in any one fiscal year of the Corporation may be granted (a) Options
or Stock Appreciation Rights with respect to more than twenty-five thousand (25,000) shares of
Common Stock; (b) Restricted Stock or Restricted Stock Units that are denominated in shares of
Common Stock with respect to more than twenty-five thousand (25,000) shares; and (c) Performance
Awards that are denominated in shares of Common Stock with respect to more than twenty-five
thousand (25,000) shares. The maximum dollar value payable to any Employee Participant in any one
fiscal year of the Corporation with respect to Restricted Stock Units, Performance Awards or Annual
Incentive Awards that are valued in cash is the lesser of one million dollars ($1,000,000) or two
(2) times the Participant’s base salary as of the beginning of the fiscal year. If an Award is
cancelled, the cancelled Award shall continue to be counted towards the applicable limitations.



VIII. TERMINATION OF EMPLOYMENT OR SERVICES




     8.1 Options and Stock Appreciation Rights.



          (a) If, prior to the date when an Option or Stock Appreciation Right first becomes Vested, a
Participant’s employment or services are terminated for any reason other than the Participant’s
death, the Participant’s right to exercise the Option or Stock Appreciation Right shall terminate
and all rights thereunder shall cease, unless provided otherwise in a Participant’s Agreement. If,
prior to the date when an Option or Stock Appreciation Right first becomes Vested, a Participant’s
employment or services are terminated due to the Participant’s death, the Option or Stock
Appreciation Right shall accelerate and become fully Vested and exercisable and may be exercised to
the extent provided in paragraph (c) below, unless provided otherwise in a Participant’s Agreement.



          (b) If, on or after the date when an Option or Stock Appreciation Right first becomes Vested,
a Participant’s employment or services are terminated for any reason other than the Participant’s
death or Disability, the Participant shall have the right, within the earlier of (i)



14









 




 Exhibit 10.128

the expiration of the Option or Stock Appreciation Right, and (ii) three (3) months after
termination of employment or services, as applicable, to exercise the Option or Stock Appreciation
Right to the extent that it was exercisable and unexercised on the date of the Participant’s
termination of employment or services, subject to any other limitation on the exercise of the
Option or Stock Appreciation Right in effect on the date of exercise. The Committee may designate
in a Participant’s Agreement that an Option or Stock Appreciation Right shall terminate at an
earlier or later time than set forth above.



          (c) If, on or after the date when an Option or Stock Appreciation Right first becomes Vested,
a Participant’s employment or services are terminated due to the Participant’s death while the
Option or Stock Appreciation Right is still exercisable, the person or persons to whom the Option
or Stock Appreciation Right shall have been transferred by will or the laws of descent and
distribution shall have the right within the exercise period specified in the Participant’s
Agreement to exercise the Option or Stock Appreciation Right to the extent that it was unexercised
on the Participant’s date of death, subject to any other limitation on exercise in effect on the
date of exercise. The beneficial tax treatment of an Incentive Stock Option may be forfeited if the
Option is exercised more than one (1) year after a Participant’s date of death.



          (d) If, on or after the date when an Option or Stock Appreciation Right first becomes Vested,
a Participant’s employment or services are terminated due to the Participant’s Disability, the
Participant shall have the right, within the exercise period specified in the Participant’s
Agreement, to exercise the Option or Stock Appreciation Right to the extent that it was exercisable
and unexercised on the date of the Participant’s termination of employment or services due to
Disability, subject to any other limitation on the exercise of the Option or Stock Appreciation
Right in effect on the date of exercise. If the Participant dies after termination of employment or
services, as applicable, while the Option or Stock Appreciation Right is still exercisable, the
Option or Stock Appreciation Right shall be exercisable in accordance with the terms of paragraph
(c) above.



          (e) The Committee, at the time of a Participant’s termination of employment or services, may
accelerate a Participant’s right to exercise an Option or, subject to Code Section 409A and Section
2.1 of the Plan, may extend an Option term.



     8.2 Restricted Stock and Restricted Stock Units. If a Participant’s employment or
services are terminated for any reason other than death, the Participant’s right to shares of
Common Stock subject to a Restricted Stock or Restricted Stock Unit Award that are still subject to
a Restriction Period automatically shall terminate and be forfeited by the Participant (or, if the
Participant was required to pay a purchase price for the Restricted Stock, other than for the
performance of services, the Corporation shall have the option to repurchase any shares acquired by
the Participant which are still subject to the Restriction Period for the purchase price paid by
the Participant). If a Participant’s employment or services are terminated due to the Participant’s
death, the remaining Restriction Period on any shares of Common Stock subject to a Restricted Stock
or Restricted Stock Unit Award granted hereunder immediately shall lapse and the shares shall
become fully transferable, subject to any applicable Federal or State securities laws, unless
provided otherwise in a Participant’s Agreement. The Committee, in its sole discretion, may provide
in a Participant’s Agreement for the continuation of a Restricted Stock Award or Restricted Stock
Unit after a Participant’s employment or services are terminated or may waive



15









 




Exhibit 10.128

or, subject to Code Section 409A, change the remaining restrictions or add additional
restrictions, as it deems appropriate. The Committee shall not waive any restrictions on a Code
Section 162(m) Restricted Stock or Restricted Stock Unit Award, but the Committee may provide in a
Participant’s Code Section 162(m) Restricted Stock or Restricted Stock Unit Agreement or otherwise
that upon the Participant’s termination of employment due to death or Disability prior to the
termination of the Restriction Period, that the performance goals and restrictions shall be deemed
to have been satisfied on terms determined by the Committee.



     8.3 Performance Awards. Performance Awards shall expire and be forfeited by a
Participant upon the termination of Participant’s employment or services for any reason to the
extent the associated performance goals and restrictions have not yet been attained. The Committee,
in its discretion, may provide in a Participant’s Agreement or, subject to Code Section 409A, may
provide otherwise for the continuation or acceleration of a Performance Award after a Participant’s
employment or services are terminated or may waive or change all or part of the conditions, goals
and restrictions applicable to such Performance Award. Notwithstanding the foregoing, the Committee
shall not waive any restrictions on a Code Section 162(m) Performance Award, but the Committee may
provide in a Participant’s Agreement or otherwise with respect to such an Award that upon the
Participant’s termination of employment or services due to death or Disability prior to the
attainment of the associated performance goals and restrictions, that the performance goals and
restrictions shall be deemed to have been satisfied on terms determined by the Committee.



     8.4 Annual Incentive Awards.



          (a) A Participant who has been granted an Annual Incentive Award and whose employment or
services terminate due to Disability or death prior to the end of the Corporation’s fiscal year
shall be entitled to a pro-rated payment of the Annual Incentive Award, based on the number of full
months of employment or services during the fiscal year, if the applicable performance goal(s) are
otherwise satisfied for the fiscal year. Any such prorated Annual Incentive Award shall be paid at
the same time as Annual Incentive Awards are paid to Employees generally. In the event of the
Participant’s death, such prorated Annual Incentive Award shall be paid to the Participant’s
designated beneficiary.



          (b) Except as otherwise determined by the Committee in its discretion, a Participant who has
been granted an Annual Incentive Award and whose employment or services terminate for any reason
other than Disability or death before the payment date of an Annual Incentive Award, shall forfeit
the right to the Annual Incentive Award payment for that fiscal year.



     8.5 Other Provisions. The transfer of an Employee from one corporation to another
among the Corporation and any of its Parent or Subsidiaries, or a leave of absence under the leave
policy of the Corporation or any of its Parent or Subsidiaries shall not be a termination of
employment for purposes of the Plan, unless a provision to the contrary is expressly stated by the
Committee in a Participant’s Agreement issued under the Plan.



IX. ADJUSTMENTS AND CHANGE IN CONTROL








16









 








     9.1 Adjustments. In the event of a merger, reorganization, consolidation,
recapitalization, dividend or distribution (whether in cash, shares or other property), stock
split, reverse stock split, spin-off or similar transaction or other change in corporate structure
affecting the Common Stock or the value thereof, such adjustments and other substitutions shall be
made to the Plan and Awards as the Committee deems equitable or appropriate, including adjustments
in the aggregate number, class and kind of securities that may be delivered under the Plan and, in
the aggregate or to any one Participant, in the number, class, kind and option or exercise price of
securities subject to outstanding Awards granted under the Plan (including, if the Committee deems
appropriate, the substitution of similar options to purchase the shares of, or other awards
denominated in the shares of, another company, as the Committee may determine to be appropriate in
its sole discretion). For the avoidance of doubt, in the event the Corporation shall at any time
modify its articles of incorporation so that multiple classes or series of Common Stock of the
Corporation are authorized for issuance, it shall be equitable and appropriate for all purposes
under this Plan for the Committee to determine, in its sole discretion, that outstanding Options
and other Awards will thereafter be exercisable for, settled in or converted into shares of any
class or series of authorized Common Stock (including without limitation a class or series of
Common Stock with no voting rights or diminished voting rights in comparison to other classes or
series of Common Stock into which then outstanding shares of Common Stock are converted in
connection with such merger, reorganization, consolidation, recapitalization, dividend,
distribution or similar transaction).



     9.2 Change in Control.



          (a) Notwithstanding anything contained herein to the contrary, the Committee, in its
discretion, may provide in a Participant’s Agreement or otherwise that upon a Change in Control,
any or all of the following shall occur: (i) any outstanding Option or Stock Appreciation Right
granted hereunder immediately shall become fully Vested and exercisable, regardless of any
installment provision applicable to such Option or Stock Appreciation Right; (ii) the remaining
Restriction Period on any shares of Common Stock subject to a Restricted Stock or Restricted Stock
Unit Award granted hereunder immediately shall lapse and the shares shall become fully
transferable, subject to any applicable Federal or State securities laws; (iii) all performance
goals and conditions shall be deemed to have been satisfied and all restrictions shall lapse on any
outstanding Performance Awards, which immediately shall become payable (either in full or pro-rata
based on the portion of the applicable performance period completed as of the Change in Control);
(iv) all performance targets and performance levels shall be deemed to have been satisfied for any
outstanding Annual Incentive Awards, which immediately shall become payable (either in full or
pro-rata based on the portion of the applicable performance period completed as of the Change in
Control); or (v) such other treatment as the Committee may determine.



          (b) The Committee may, in its sole discretion and without the consent of any Participant,
determine that, upon the occurrence of a Change in Control, each or any Option or Stock
Appreciation Right outstanding immediately prior to the Change in Control shall be cancelled in
exchange for a payment with respect to each Vested share of Common Stock subject to such cancelled
Option or Stock Appreciation Right in (i) cash, (ii) stock of the Corporation or of a corporation
or other business entity a party to the Change in Control, or (iii) other property which, in any
such case, shall be in an amount having a Fair Market Value equal to the excess of



17









 




Exhibit 10.128

the Fair Market Value of the consideration to be paid per share of Common Stock in the Change
in Control transaction over the exercise price per share under such Option or Stock Appreciation
Right (the “Spread”). In the event such determination is made by the Committee, the Spread (reduced
by applicable withholding taxes, if any) shall be paid to a Participant in respect of the
Participant’s cancelled Options and Stock Appreciation Rights as soon as practicable following the
date of the Change in Control.



X. MISCELLANEOUS




     10.1 Partial Exercise/Fractional Shares. The Committee may permit, and shall
establish procedures for, the partial exercise of Options and Stock Appreciation Rights granted
under the Plan. No fractional shares shall be issued in connection with the exercise of an Option
or Stock Appreciation Right or payment of a Performance Award, Restricted Stock Award, Restricted
Stock Unit, or Annual Incentive Award; instead, the Fair Market Value of the fractional shares
shall be paid in cash, or at the discretion of the Committee, the number of shares shall be rounded
down to the nearest whole number of shares and any fractional shares shall be disregarded.



     10.2 Rights Prior to Issuance of Shares. No Participant shall have any rights as a
shareholder with respect to shares covered by an Award until the issuance of a stock certificate
for such shares (or book entry representing such shares has been made and such shares have been
deposited with the appropriate registered book-entry custodian). No adjustment shall be made for
dividends or other rights with respect to such shares for which the record date is prior to the
date the certificate is issued except as otherwise provided in the Plan or a Participant’s
Agreement or by the Committee.



     10.3 Non Assignability; Certificate Legend; Removal.



          (a) Except as described below or as otherwise determined by the Committee in a Participant’s
Agreement, no Award shall be transferable by a Participant except by will or the laws of descent
and distribution, and an Option or Stock Appreciation Right shall be exercised only by a
Participant during the lifetime of the Participant. Notwithstanding the foregoing, a Participant
may assign or transfer an Award that is not an Incentive Stock Option with the consent of the
Committee (each transferee thereof, a “Permitted Assignee”); provided that such Permitted Assignee
shall be bound by and subject to all of the terms and conditions of the Plan and any Agreement
relating to the transferred Award and shall execute an agreement satisfactory to the Corporation
evidencing such obligations; and provided further that such Participant shall remain bound by the
terms and conditions of the Plan.



          (b) Each certificate representing shares of Common Stock subject to an Award, to the extent a
certificate is issued, shall bear the following legend:




The sale or other transfer of the shares of stock represented by
this certificate, whether voluntary, involuntary or by operation of
law, is subject to certain restrictions on transfer set forth in the
Covisint Corporation 2009 Long Term Incentive Plan (“Plan”), rules
and administrative guidelines adopted pursuant to such Plan and an



18









 




Exhibit 10.128



Agreement dated [Month DD, YYYY]. A copy of the Plan, such rules
and such Agreement may be obtained from the Secretary of Covisint
Corporation.


If shares are issued in book entry form, a notation to the same restrictive effect as the legend
above shall be placed on the transfer agent’s books in connection with such shares.




          (c) Subject to applicable Federal and State securities laws, issued shares of Common Stock
subject to an Award shall become freely transferable by the Participant after all applicable
restrictions, limitations, performance requirements or other conditions have terminated, expired,
lapsed or been satisfied. Once such issued shares of Common Stock are released from such
restrictions, limitations, performance requirements or other conditions, the Participant shall be
entitled to have the legend required by this Section 10.3 removed from the applicable Common Stock
certificate (or notation removed from such book entry).



     10.4 Securities Laws.



          (a) Anything to the contrary herein notwithstanding, the Corporation’s obligation to sell and
deliver Common Stock pursuant to the exercise of an Option or Stock Appreciation Right or deliver
Common Stock pursuant to a Restricted Stock Award, Restricted Stock Unit, Performance Award or
Annual Incentive Award is subject to such compliance with Federal and State laws, rules and
regulations applying to the authorization, issuance or sale of securities as the Corporation deems
necessary or advisable. The Corporation shall not be required to sell and deliver or issue Common
Stock unless and until it receives satisfactory assurance that the issuance or transfer of such
shares shall not violate any of the provisions of the Securities Act or the Exchange Act, or the
rules and regulations of the Securities and Exchange Commission promulgated thereunder or those of
any Stock Exchange on which the Common Stock may be listed, the provisions of any State or foreign
laws governing the sale of securities, or that there has been compliance with the provisions of
such acts, rules, regulations and laws. Prior to any grant of an Award or sale of shares upon
exercise of an Option not registered under the Securities Act, the Corporation shall deliver the
information required by Rule 701 under the Securities Act to the extent necessary for such grant or
sale to be exempt from registration under the Securities Act.



          (b) The Committee may impose such restrictions on any shares of Common Stock acquired pursuant
to the exercise of an Option or Stock Appreciation Right or the grant of Restricted Stock or
Restricted Stock Units or the payment of a Performance Award or Annual Incentive Award under the
Plan as it may deem advisable, including, without limitation, restrictions (i) under applicable
Federal securities laws; (ii) under the requirements of the Stock Exchange or any other securities
exchange or recognized trading market or quotation system upon which such shares of Common Stock
are then listed or traded; and (iii) under any blue sky or State or foreign securities laws
applicable to such shares.



     10.5 Withholding Taxes.



          (a) The Participant’s employer shall have the right to withhold from a Participant’s
compensation or require a Participant to remit sufficient funds to satisfy applicable



19









 




Exhibit 10.128


withholding for income and employment taxes upon the exercise of an Option or Stock
Appreciation Right or the lapse of the Restriction Period on a Restricted Stock Award or Restricted
Stock Unit, or the payment of a Performance Award or Annual Incentive Award. A Participant may, in
order to fulfill the withholding obligation, tender previously-acquired shares of Common Stock or
have shares of stock withheld from the exercise, provided that the shares have an aggregate Fair
Market Value sufficient to satisfy in whole or in part the applicable withholding taxes. The
broker-assisted exercise procedure described in Section 2.4(a)(ii) may also be utilized to satisfy
the withholding requirements related to the exercise of an Option.




          (b) Notwithstanding the foregoing, a Participant may not use shares of Common Stock to satisfy
the withholding requirements to the extent that (i) there is a substantial likelihood that the use
of such form of payment or the timing of such form of payment would subject the Participant to a
substantial risk of liability under Section 16 of the Exchange Act; (ii) such withholding would
constitute a violation of the provisions of any law or regulation (including the Sarbanes-Oxley Act
of 2002); or (iii) there is a substantial likelihood that the use of such form of payment would
result in adverse accounting treatment to the Corporation or its Parent under generally accepted
accounting principles.



     10.6 Termination and Amendment.



          (a) The Board may terminate the Plan, or the granting of Awards under the Plan, at any time.
No new Awards shall be granted under the Plan after August 24, 2019.



          (b) The Board may amend or modify the Plan at any time and from time to time, and the
Committee may amend or modify the terms of an outstanding Agreement at any time and from time to
time, but no amendment or modification, without the approval of the shareholders of the
Corporation, shall (i) materially increase the benefits accruing to Participants under the Plan;
(ii) increase the amount of Common Stock for which Awards may be made under the Plan, except as
permitted under Sections 1.7 and Article 9; or (iii) change the provisions relating to the
eligibility of individuals to whom Awards may be made under the Plan. In addition, if the
Corporation’s Common Stock is listed on a Stock Exchange, the Board may not amend the Plan in a
manner requiring approval of the shareholders of the Corporation under the rules of the Stock
Exchange without obtaining the approval of the shareholders.



          (c) No amendment, modification, or termination of the Plan or an outstanding Agreement shall
in any manner adversely affect any then outstanding Award under the Plan without the consent of the
Participant holding such Award, except as set forth in any Agreement relating to the Award, or to
bring the Plan and/or an Award into compliance with the requirements of Code Section 409A or to
qualify for an exemption under Code Section 409A.



     10.7 Code Section 409A. It is intended that Awards granted under the Plan shall be
exempt from or in compliance with Code Section 409A. The Board reserves the right to amend the
terms of the Plan and the Committee reserves the right to amend any outstanding Agreement if
necessary either to exempt such Award from Code Section 409A or comply with the requirements of
Code Section 409A, as applicable. Further, Plan Participants who are “Specified Employees” (as
defined under Code Section 409A and IRS guidance issued thereunder), shall be



20









 




Exhibit 10.128


required to delay payment of an Award for six (6) months after separation from service to the
extent such Award is governed by Code Section 409A and the delay is required thereunder.




     10.8 Effect on Employment or Services. Neither the adoption of the Plan nor the
granting of any Award pursuant to the Plan shall be deemed to create any right in any individual to
be retained or continued in the employment or services of the Corporation, the Parent or a
Subsidiary.



     10.9 Use of Proceeds. The proceeds received from the sale of Common Stock pursuant
to the Plan shall be used for general corporate purposes of the Corporation.



     10.10 Severability. If any one or more of the provisions (or any part thereof) of
this Plan or of any Agreement issued hereunder, shall be held to be invalid, illegal or
unenforceable in any respect, such provision shall be modified so as to make it valid, legal and
enforceable, and the validity, legality and enforceability of the remaining provisions (or any part
thereof) of the Plan or of any Agreement shall not in any way be affected or impaired thereby. The
Board may, without the consent of any Participant, and in a manner determined necessary solely in
the discretion of the Board, amend the Plan and any outstanding Agreement as the Corporation deems
necessary to ensure the Plan and all Awards remain valid, legal or enforceable in all respects.



     10.11 Beneficiary Designation. Subject to local laws and procedures, each
Participant may file a written beneficiary designation with the Corporation stating who is to
receive any benefit under the Plan to which the Participant is entitled in the event of such
Participant’s death before receipt of any or all of a Plan benefit. Each designation shall revoke
all prior designations by the same Participant, be in a form prescribed by the Corporation, and
become effective only when filed by the Participant in writing with the Corporation during the
Participant’s lifetime. If a Participant dies without an effective beneficiary designation for a
beneficiary who is living at the time of the Participant’s death, the Corporation shall pay any
remaining unpaid benefits to the Participant’s legal representative.



     10.12 Unfunded Obligation. A Participant shall have the status of a general
unsecured creditor of the Corporation. Any amounts payable to a Participant pursuant to the Plan
shall be unfunded and unsecured obligations for all purposes. The Corporation shall not be required
to segregate any monies from its general funds, or to create any trusts, or establish any special
accounts with respect to such obligations. The Corporation shall retain at all times beneficial
ownership of any investments, including trust investments, which the Corporation may make to
fulfill its payment obligations hereunder. Any investments or the creation or maintenance of any
trust or any Participant account shall not create or constitute a trust or fiduciary relationship
between the Committee or the Corporation and a Participant, or otherwise create any Vested or
beneficial interest in any Participant or the Participant’s creditors in any assets of the
Corporation. A Participant shall have no claim against the Corporation for any changes in the value
of any assets which may be invested or reinvested by the Corporation with respect to the Plan.



     10.13 Approval of Plan. The Plan shall be subject to the approval of the holder(s)
of at least a majority of the votes cast on a proposal to approve the Plan at a duly held meeting
of



21









 






Exhibit 10.128

shareholders of the Corporation held within twelve (12) months after adoption of the Plan by
the Board or, in lieu of such a meeting, by written consent of the holders of at least a majority
of the shares outstanding and entitled to give consent. No Award granted under the Plan may be
exercised or paid in whole or in part unless the Plan has been approved by the shareholders as
provided herein. If not approved by shareholders within twelve (12) months after approval by the
Board, the Plan and any Awards granted under the Plan shall be null and void, with no further force
or effect.



     10.14 Governing Law. Except to the extent governed by applicable federal law, the
validity, interpretation, construction and performance of the Plan and Agreements under the Plan,
shall be governed by the laws of the State of Michigan, without regard to its conflict of law
rules.



     IN WITNESS WHEREOF, this Covisint Corporation 2009 Long Term Incentive Plan has been executed
on behalf of the Corporation on this 24th day of August, 2009.



	 	 	 	 	 
	COVISINT CORPORATION

 	 
	By:  	/s/ David McGuffie
 	 
	 	David McGuffie 	 
	 	Its: President 	 
	 



BOARD APPROVAL: 08/24/09




SHAREHOLDER APPROVAL: 08/24/09





22