EX-10.119







Exhibit 10.119




RESTRICTED STOCK UNIT AWARD AGREEMENT




TO: «director»




     THIS AGREEMENT (the “Agreement”) is made effective as of «date» (the “Grant Date”),
between Compuware Corporation, a Michigan corporation (the “Corporation”), and the individual whose
name is set forth above, who is a Director 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 «units» Restricted Stock
Units (hereinafter called the “Units”). 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. The Units shall vest and become nonforfeitable on the Grant Date.




          3. Settlement.




                    a) As soon as practicable, but no later than thirty (30) days,
after the earliest to occur of
(i) the date on which Recipient incurs a “separation from service” (as defined in Code Section 409A
and the regulations thereunder) for any reason, (ii) Recipient’s death, (iii) Recipient’s
Disability, and (iv) a Change in Control, the Corporation will issue to Recipient or Recipient’s
legal guardian or representative (if applicable) one share of Common Stock for each 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.



                    b) Recipient may apply to the Committee for an earlier settlement of
some or all of the
Restricted Stock Units upon the occurrence of an Unforeseeable Emergency. Amounts distributed in
the case of an Unforeseeable Emergency shall not exceed the amount necessary to satisfy such
Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of
the distribution. In making the foregoing determination, the Committee shall consider the extent
to which the Recipient’s financial hardship resulting from the Unforeseeable Emergency is or may be
relieved through reimbursement or compensation by insurance or otherwise or by liquidation of his
or her assets (to the extent such liquidation would not itself cause severe financial hardship).
The foregoing determinations shall be made in accordance with any applicable Treasury Regulations
or other binding guidance issued by the Internal Revenue Service. “Unforeseeable Emergency” means
that the Recipient experiences a severe financial
hardship resulting from one of the following: (a) an illness or accident of the



 









 







Recipient,
his or her spouse or dependent (as defined in Code section 152(a)); (b) loss of the Recipient’s
property due to casualty; or (c) other similar extraordinary and unforeseeable circumstances
arising from events beyond the Recipient’s control. It is intended that an Unforeseeable Emergency
qualify as a permissible distribution event for purposes of Code Section 409A, and this Agreement
shall be interpreted to effectuate this intent.



          4. Dividend Equivalents; Rights as a Shareholder. Units awarded under this Agreement
shall not be entitled to Dividend Equivalents and the Recipient shall have no dividend, 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. 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 the Recipient would be entitled if the Recipient had owned, at the time of such change in
capital structure, the shares of Common Stock issuable upon settlement of the Units.




          6. Payment of 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 or settlement of the Units. The
Recipient should seek his or her own tax counsel regarding the taxation of the Units.




          7. Limitation on Obligations. Except as provided in Section 5 above, the
Corporation’s obligation with respect to the Units is limited solely to the delivery to the
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 the Recipient for damages relating to any delay in issuing the shares or
share certificates or any loss of the certificates.




          8. Transfer of Units Award. Neither this Units Award nor Recipient’s rights under
such award 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.




          9. Securities Laws. Upon the settlement of any Units, the Corporation may require the
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.




          10. 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 the Recipient shall be addressed to
him or her at the address stated in the Corporation’s records.




 









 








          11. 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	 	 
	 
	 	 	 	 	 	 
	 
	 	 	   	 	 
	 	 	«director»	 	 
	 
	 	 	 	 	 	 
	 	 	COMPUWARE CORPORATION	 	 
	 
	 

	 	By:
	/s/ Peter Karmanos, Jr.
 

Name: Peter Karmanos, Jr.
	 	 
	 

	 	 	Title: Chairman and Chief Executive Officer