exv10w109







	 	 	 	 	 



Exhibit 10.109




Form of Compuware Executive Incentive Plan – Corporate




	 	 	 
	Participant Name:

	 	«EmployeeName»
	Tier:

	 	«Tier»
	Employee Number:

	 	«EENumber»
	Annual Base Salary:

	 	«BaseSalaryUsed»
	Plan Effective Date:

	 	«effecdate»






Purpose




The purpose of the Executive Incentive Plan (the “Plan”) is to motivate Participants to achieve the
annual business plan while positioning the Company for long-term results, and to provide an
opportunity to share in the Company’s success. The Plan is composed of two parts: an Annual
Incentive and a Long-Term Incentive. The Long-Term Incentive includes both a Performance Cash
Award and a Non-Qualified Stock Option Plan.



Administration



This Plan is administered by the Compensation Committee of the Board of Directors (“Committee”).
The decision to make payouts under this Plan is at the Committee’s discretion, subject to Board
approval.



Participant Eligibility



This Plan, effective April 1, ___, through March 31, ___, supersedes all prior company incentive
plans or arrangements. Participation is limited to pre-identified members of management or other
key employees. Senior management must evaluate Participant’s work performance and the overall
performance of the organization as satisfactory for the Participant to be eligible for incentive
awards under this Plan.



Total Sales Commitments and EPS Performance Targets will not be prorated for partial time in
position. Participants who become eligible for the Plan after April 1, ___, will have any earned
awards prorated from the beginning of the month following eligibility for the Plan. Stock options
will only be issued to Participants in the bonus eligible position on or before April 1, ___. Stock
Option information is included on this document for illustrative purposes only.



Participants who transfer out of the Plan to another Compuware position after April 1, ___, will
be eligible to earn a prorated award based on the number of full months of participation.













 






	I.	 	Annual Incentive
	 
	 	 	The Participant is eligible for an Annual Incentive Award equal to «AnnIncPerc» of base salary
(as of August 1, ___) at target. The Annual Incentive Award is based on Total Sales
Commitments and Company Earnings Per Share “EPS” attainment levels.
	 
	 	 	The following schedule presents the targets for each performance category, percentage of payout
and the Annual Incentive Award. Each performance category is independent of the other(s). Award
amounts will be pro-rated between performance levels:





	 	 	 	 	 	 	 	 	 
	 	 	Total Sales	 	 	 	 	 	 
	%	 	Commitments	 	Award	 	EPS	 	Award
	Payout	 	USD	 	<<Currency>>	 	USD	 	<<Currency>>
	50%
	 	X
	 	«TSCAward50»
	 	X
	 	«EPSAward50»
	100%
	 	X
	 	«TSCAward100»
	 	X
	 	«EPSAward100»
	150%
	 	X
	 	«TSCAward150»
	 	X
	 	«EPSAward150»







	 	 	The EPS target and calculation excludes any restructuring charge for Fiscal Year ___.
	 
	 	 	Total Sales Commitments is defined as the sum of product license and maintenance arrangements
closed during the fiscal year plus professional services revenue (which includes application
services revenue). Product license and maintenance arrangements closed during the year are
calculated by taking GAAP software license fees and maintenance fees and adding or subtracting
the net change in deferred license and deferred maintenance revenue.
	 
	 	 	The Annual Incentive Award will be paid as soon as administratively practical following the
close of the fiscal year.
	 
	II.	 	Long-Term Incentive
	 
	 	 	A.     Long-Term Performance Cash Award
	 
	 	 	The Participant is also eligible for a Long-Term Performance Cash Award equal to «LTPCPerc» of
base salary (as of August 1, ___) at target. The Long-Term Performance Cash Award is based upon
performance consistent with the performance measurements used to calculate the Annual Incentive
award.
	 
	 	 	No portion of this award is earned or payable until the end of the second year following the
year the performance is measured and achieved (called the “Base Year”), and is subject to
forfeiture if the Participant is not employed at the time the award is payable (see Termination
of Employment section).
	 
	 	 	The following schedule presents the targets for each performance category, percentage of payout
and the Long-Term Performance Cash Award. Each performance category is independent of the
other(s). Award amounts will be pro-rated between performance levels:





	 	 	 	 	 	 	 	 	 
	 	 	Total Sales	 	 	 	 	 	 
	%	 	Commitments	 	Award	 	EPS	 	Award
	Payout	 	USD	 	<<Currency>>	 	USD	 	<<Currency>>
	50%
	 	X
	 	«LTTSCAward50»
	 	X
	 	«LTEPSAward50»
	100%
	 	X
	 	«LTTSCAward100»
	 	X
	 	«LTEPSAward100»
	150%
	 	X
	 	«LTTSCAward150»
	 	X
	 	«LTEPSAward150»
















 







The Long-Term Performance Cash Award will be paid as soon as administratively practical
following the close of the second fiscal year following the completion of the Base Year.




B. Non-Qualified Stock Options (NQSOs)


Each Participant will also receive a number of Non-Qualified Stock Options (NQSOs) in an amount
equal to «NQSOPerc» of his/her base salary (as of August 1, ___) divided by 5. The actual
number of stock options granted to you is «nqsooptions» and may be adjusted as a result of
future stock splits that may occur. The ultimate value of the stock options will depend upon
the performance of the company stock over the option term as well as when the options are
exercised. Stock options will only be issued to Participants in the bonus eligible position on
or before April 1, ___.




The FY’___option grant will be at the strike price of $ x as determined by the closing price
of Compuware common stock on the last stock exchange trading day immediately preceding the grant
date as directed by the Committee. The specific terms and conditions of the stock option grant
will be set forth in a Stock Option Plan and a Stock Option Agreement that you will receive
separately.



Termination of Employment



In the event that Compuware or the Participant voluntarily or involuntarily terminates the
employment of the Participant prior to the payment of the Annual Incentive award or, under the
Long-Term Performance Cash Award prior to the end of the Base Year, the Participant will not
receive any portion of the Annual Incentive award or the Long-Term Performance Cash Award.



If, under the Long-Term Performance Cash Award, the Participant terminates employment before payout
of the award but after the end of the Base Year, no portion of the Long-Term Performance Cash Award
will be paid unless the termination is due to retirement, death, total disability, or reduction in
force. The Executive Vice-President of Human Resources will have the responsibility to interpret
this provision for determining eligibility for payout.



Entitlement to or vesting of option grants, if any, in connection with termination of employment
will be governed by the applicable Stock Option Plan and Stock Option Agreement.



Extraordinary Items



The Committee has the discretion to include or exclude any extraordinary items (i.e. acquisitions,
divestitures, significant changes in accounting, etc.) in the calculation of the Company’s
performance as it applies to the Performance Award.



The appropriate crediting for each transaction will be determined based on United States Generally
Accepted Account Principles (“US GAAP”). Any questions will be resolved by the Finance department.



General



The Plan, together with any subsequent correspondence issued by the Committee, shall constitute the
entire agreement between Compuware and the Participant and supersedes all contradictory terms,
representations or claims, whether written or oral. Awards will be paid only if the Participant
signs a copy of the Plan and returns it to Compuware. Compuware reserves the right to change or
discontinue this Plan for business or economic reasons at any time without prior notice. Nothing
in the Plan is intended to confer upon the Participant any right to continued employment.













 





If any dispute arises concerning payments to the Participant under the terms of this Plan, the
Participant agrees not to initiate legal action until he or she has first presented such concerns
directly to the Committee in writing, and until the Committee has a reasonable time in which to
review and address those concerns. No legal action arising out of this Plan may be brought by
either party more than one year after the cause of action has occurred. This Plan shall be
construed, interpreted, and governed by the laws of «country». In the event of legal action, the
prevailing party shall be entitled to receive from the opposing party the costs incurred in such
legal action, including but not limited to reasonable attorney’s fees.



Accepted:




	 	 	 	 	 
	 
	«EmployeeName»
	 	Date
	 
	 	 	 	 
	 
	 
	 
	Laura Fournier
	 	Date
	CFO & Executive Vice President, Human Resources
	 	 	 	 

















 








	 	 	 
	Participant Name:

	 	«EmployeeName»
	Annual Base Salary:

	 	«BaseSalaryUsed»
	NQSO Granted:

	 	«nqsooptions»
	 

	 	(must be a Participant as of April 1, ___to be eligible for FY’___NQSO)






Annual Awards



Target Annual Component Value (Total Sales Commitments): «TSCAward100»

Target Annual Component Value (EPS): «EPSAward100»




	 	 	 	 	 	 	 
	 	 	If Minimum Attainment	 	If Target Attainment	 	If Maximum
	 	 	Achieved	 	Achieved	 	Attainment Achieved
	 	 	50% of Target	 	100% of Target	 	150% of Target
	 	 	Component Value is paid	 	Component Value is paid	 	Component Value is paid
	Total Sales Commitment
	 	«TSCAward50»	 	«TSCAward100»	 	«TSCAward150»
	 
	 	 	 	 	 	 
	EPS
	 	«EPSAward50»	 	«EPSAward100»	 	«EPSAward150»
	 
	 	 	 	 	 	 
	Total Annual Award
	 	«TotalAnnAmt50»	 	«TotalAnnAmt100»	 	«TotalAnnAmt150»






Long-Term Awards



Target Long-Term Component Value (Total Sales Commitments): «LTTSCAward100»

Target Long-Term Component Value (EPS): «LTEPSAward100»




	 	 	 	 	 	 	 
	 	 	If Minimum Attainment	 	If Target Attainment	 	If Maximum Attainment
	 	 	Achieved	 	Achieved	 	Achieved
	 	 	50% of Target	 	100% of Target	 	150% of Target
	 	 	Component Value is paid	 	Component Value is paid	 	Component Value is paid
	Total Sales Commitment
	 	«LTTSCAward50»	 	«LTTSCAward100»	 	«LTTSCAward150»
	 
	 	 	 	 	 	 
	EPS
	 	«LTEPSAward50»	 	«LTEPSAward100»	 	«LTEPSAward150»
	 
	 	 	 	 	 	 
	Total Long-Term Award
	 	«TotalLTAmt50»	 	«TotalLTAmt100»	 	«TotalLTAmt150»







For illustrative purposes only




Note: Stock options will only be issued to Participants in the bonus eligible position on or before
April 1, ___.