EX-10.120






Exhibit 10.120




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”). 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 serve as a Director of the Corporation, the Units
shall become vested and non-forfeitable upon the earliest to occur of (i) the day immediately
preceding the date of the first annual meeting of shareholders following the Grant Date (the
“Vesting Date”), (ii) the Recipient ceasing to be a Director due to Recipient’s death or
Disability, or (iii) the occurrence of a Change in Control.



               b) If Recipient’s service as a Director of the Corporation terminates for any reason other
than Recipient’s death or Disability, Recipient’s right to shares of Common Stock subject to the
Units Award 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;
provided, however, that the Corporation shall delay such issuance until the date on which
Recipient’s service as a Director of the Corporation is terminated (as long as the termination
qualifies as a “separation from service” under Code Section 409A and the regulations thereunder) if
the Recipient has delivered a written election (in the form attached hereto) to that effect to the
Corporation on or before the Grant Date. 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.



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 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.



Except as set forth in Section 4(a) above, the 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. 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, vesting 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 vesting or 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