EX-10.110






Exhibit 10.110




RESTRICTED STOCK UNIT AWARD AGREEMENT




TO:                                     (Employee Number:                )




     THIS AGREEMENT (the “Agreement”) is made effective as of                           (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.



     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 Restricted Stock Units. Subject to the terms and conditions of the
Plan and this Agreement, the Corporation grants to the Recipient                           Restricted Stock
Units (hereinafter called the “Units”). The Units shall vest and become nonforfeitable 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 as follows (i) 50% of the Units Award on the third anniversary of
the Grant Date; (ii) 25% of the Units Award on the fourth anniversary of the Grant Date; and (iii)
the remaining 25% of the Units Award on the fifth anniversary of the Grant Date (each a “Vesting
Date and, together, the “Vesting Dates”). Notwithstanding the foregoing, the entire Units Award
shall become immediately vested and non-forfeitable (a) in the event that the Recipient ceases to
be employed due to Recipient’s death or Disability or (b) upon the occurrence of a Change in
Control.




          (b) If Recipient’s employment 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.




     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, 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


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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 Company. 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), 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



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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





                                                            





COMPUWARE CORPORATION

 	 
	 	By:  	_______________________
 	 
	 	 	 	 
	 	 	Its:  Chairman and CEO 	 
	 



EIP





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