EX-10.118







	 	 	 	 	 



Exhibit 10.118




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. As soon as practicable, but no later than thirty (30) days, after a
Recipient incurs a “separation from service” (as defined in Code Section 409A and the regulations
thereunder) for any reason except for “Cause”, 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. If the Recipient is removed from the Board of Directors for “Cause”, all Units
shall terminate and be forfeited to the Corporation on the date the Recipient ceases to be a member
of the Board of Directors. “Cause” is defined as termination for (1) Recipients continued failure
to make a good faith effort to perform the Participant’s duties, (2) any willful act or omission by
the Recipient that the Recipient knew or had reason to know would injure the Company or any of its
subsidiaries, (3) the Participant’s fraud, (4) the Participant’s dishonesty, or (5) the
Participant’s commission of a felony, or the Participant’s violation of any law relating to the
Participant’s service as a member of the Board of Directors.




          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