1 Exhibit (c)(2) AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amendment to the Amended and Restated Employment Agreement (the "AMENDMENT") is made as of June 23, 1999, to be effective as of the Closing Date (as defined below) by and...Employment Agreement • June 30th, 1999 • Compuware Corporation • Services-prepackaged software • California
Exhibit 2.7 Execution Version STOCK PURCHASE AGREEMENT BY AND AMONG COMPUWARE CORPORATION, PROXIMA TECHNOLOGY GROUP, INC., AND EACH OF THE SHAREHOLDERS OF PROXIMA TECHNOLOGY GROUP, INC. Dated as of January 2, 2007 TABLE OF CONTENTSStock Purchase Agreement • January 8th, 2007 • Compuware Corp • Services-prepackaged software • Delaware
BY AND AMONGAgreement and Plan of Merger • May 9th, 2005 • Compuware Corp • Services-prepackaged software • Delaware
COMPUWARE CORPORATION REVOLVING CREDIT AGREEMENT DATED AS OF NOVEMBER 1, 2007Revolving Credit Agreement • November 6th, 2007 • Compuware Corp • Services-prepackaged software • Michigan
EXHIBIT 2.5 ASSET PURCHASE AGREEMENT DATED OCTOBER 1, 2004Asset Purchase Agreement • November 8th, 2004 • Compuware Corp • Services-prepackaged software • Michigan
EXHIBIT 10.97 AMENDMENT NUMBER 1 TO SETTLEMENT AGREEMENT This Amendment Number 1 (the "Amendment") to the Settlement Agreement between the Parties dated March 21, 2005 (the "Settlement Agreement") is entered into as of November 29, 2005 (the...Settlement Agreement • December 2nd, 2005 • Compuware Corp • Services-prepackaged software
RECITALSRegistration Rights Agreement • April 12th, 1999 • Compuware Corporation • Services-prepackaged software • Michigan
1 Exhibit 4.8 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement, dated as of this 12 day of December, 1997 (this "Agreement"), is by and among (i) Compuware Corporation, a Michigan corporation ("Parent"), (ii) the former shareholders of...Registration Rights Agreement • January 8th, 1998 • Compuware Corporation • Services-prepackaged software • Michigan
EXHIBIT (b)(2) CREDIT AGREEMENTCredit Agreement • August 17th, 1999 • Compuware Corporation • Services-prepackaged software • New York
Exhibit 4.7 AMENDMENT NO. 2 TO RIGHTS AGREEMENT This Amendment No. 2, dated as of May 9, 2006, to the Rights Agreement, dated as of October 25, 2000 (the "Rights Agreement"), between Compuware Corporation, a Michigan corporation (the "Company"), and...Rights Agreement • May 11th, 2006 • Compuware Corp • Services-prepackaged software
1 EXHIBIT 10.80 EMPLOYMENT AGREEMENT This Employment Agreement made this 1st day of April, 1995, ("Agreement") between Compuware Corporation, its subsidiaries and affiliates, ("Company") and Laura Fournier ("Executive"). Company and Executive hereby...Employment Agreement • June 26th, 1998 • Compuware Corporation • Services-prepackaged software • Michigan
1 EXHIBIT 1 RIGHTS AGREEMENT This Rights Agreement, dated as of October 25, 2000, is between Compuware Corporation, a Michigan corporation (the "Company"), and EquiServe Trust Company, N.A., a National Banking Association, as Rights Agent. WHEREAS,...Rights Agreement • October 26th, 2000 • Compuware Corporation • Services-prepackaged software • Michigan
SEVENTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER AMONG COMPUWARE CORPORATION, CV ACQUISITION, INC. AND VIASOFT, INC.Agreement and Plan of Merger • January 19th, 2000 • Compuware Corporation • Services-prepackaged software
1 EXHIBIT (c)(1) AGREEMENT AND PLAN OF MERGER dated as of July 14, 1999Agreement and Plan of Merger • July 22nd, 1999 • Compuware Corporation • Services-prepackaged software • Delaware
RECITALSNoncompetition Agreement • June 30th, 1999 • Compuware Corporation • Services-prepackaged software • California
1 EXHIBIT 2.2 AGREEMENT AND PLAN OF MERGER DATED FEBRUARY 23, 1999Agreement and Plan of Merger • April 12th, 1999 • Compuware Corporation • Services-prepackaged software • Michigan
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERSVoting Agreement • July 22nd, 1999 • Compuware Corporation • Services-prepackaged software • Delaware
EXHIBIT 2.3 ASSET PURCHASE AGREEMENT DATED FEBRUARY 4, 2004 BY AND BETWEEN COMPUWARE CORPORATIONAsset Purchase Agreement • June 8th, 2004 • Compuware Corporation • Services-prepackaged software • Michigan
1 EXHIBIT 10.81 EMPLOYMENT AGREEMENT -------------------- This Employment Agreement made this 1st day of April, 1995, ("Agreement") between Compuware Corporation, its subsidiaries and affiliates, ("Company") and Phyllis Recca ("Executive"). Company...Employment Agreement • April 12th, 1999 • Compuware Corporation • Services-prepackaged software • Michigan
EXHIBIT 4.1 THIS STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. IT MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS...Compuware Corporation • February 14th, 2002 • Services-prepackaged software • Michigan
EXHIBIT A TO EMPLOYMENT AGREEMENT DATED AS OF APRIL 1, 1995 Executive: Peter Karmanos, Jr. Annual Salary: $500,000 Vacation: Standard Termination Date: March 31, 2000. This Exhibit A amends Section 2 of the Agreement so that the Agreement terminates...Employment Agreement • June 23rd, 1997 • Compuware Corporation • Services-prepackaged software
RECITALS:Credit Agreement • August 9th, 2007 • Compuware Corp • Services-prepackaged software
EXHIBIT 2.4 AMENDED AND RESTATED SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 8th, 2004 • Compuware Corporation • Services-prepackaged software • Ontario
EXHIBIT 4.4 AMENDMENT NO. 2 TO CREDIT AGREEMENT This Amendment dated as of July 29, 2004 between COMPUWARE CORPORATION, a Michigan corporation (herein called "Company") and COMERICA BANK, a Michigan banking corporation (herein called "Bank"). R E C I...Credit Agreement • November 8th, 2004 • Compuware Corp • Services-prepackaged software
EXHIBIT 4.3 AMENDMENT NO. 1 TO CREDIT AGREEMENT This Amendment dated April 30, 2004 between COMPUWARE CORPORATION, a Michigan corporation (herein called "Company") and COMERICA BANK, a Michigan banking corporation (herein called "Bank"). R E C I T A L...Credit Agreement • June 8th, 2004 • Compuware Corporation • Services-prepackaged software
COMERICA BANKCredit Agreement • August 7th, 2006 • Compuware Corp • Services-prepackaged software • Michigan
Exhibit 10.102 March 1, 2007 Mr. Peter Karmanos, Jr. Chairman and Chief Executive Officer Compuware Corporation One Campus Martius Detroit, Michigan 48226 Dear Peter: In consideration of the compensation and benefits specified in this letter, the...Compuware Corp • March 2nd, 2007 • Services-prepackaged software • Michigan
AMENDMENT NO. 3 TO RIGHTS AGREEMENT This Amendment No. 3 ("Amendment"), dated as of February 2, 2009, to the Rights Agreement, dated as of October 25, 2000 (as amended to date, the "Rights Agreement"), between Compuware Corporation, a Michigan...Rights Agreement • February 3rd, 2009 • Compuware Corp • Services-prepackaged software
SEVERANCE AGREEMENTSeverance Agreement • August 7th, 2014 • Compuware Corp • Services-prepackaged software • Michigan
THIS SEVERANCE AGREEMENT, dated June 6, 2014, (the "Agreement"), is made by and between Compuware Corporation, a Michigan corporation (the "Company"), and Robert C. Paul (the "Executive").
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERSShareholder Tender and Voting Agreement • June 30th, 1999 • Compuware Corporation • Services-prepackaged software • California
AGREEMENT AND PLAN OF MERGER by and among PROJECT COPPER HOLDINGS, LLC, PROJECT COPPER MERGER CORP. and COMPUWARE CORPORATION Dated as of September 2, 2014Agreement and Plan of Merger • September 3rd, 2014 • Compuware Corp • Services-prepackaged software • Michigan
THIS AGREEMENT AND PLAN OF MERGER, dated as of September 2, 2014, (this “Agreement”), is made by and among Project Copper Holdings, LLC, a Delaware limited liability company (“Parent”), Project Copper Merger Corp., a Michigan corporation and a direct wholly owned Subsidiary of Parent (“Acquisition Sub”), and Compuware Corporation, a Michigan corporation (the “Company”).
By: /s/ Timothy O'Rourke By: /s/ Laura Fournier ------------------------------ ---------------------------- Timothy O'Rourke Laura Fournier Its: Vice President Its: Senior Vice President and Chief Financial OfficerCredit Agreement • August 2nd, 2005 • Compuware Corp • Services-prepackaged software
COVISINT CORPORATION Common Stock, no par value UNDERWRITING AGREEMENTUnderwriting Agreement • September 27th, 2013 • Compuware Corp • Services-prepackaged software • New York
PERFORMANCE UNIT AWARD AGREEMENTPerformance Unit Award Agreement • February 8th, 2010 • Compuware Corp • Services-prepackaged software • Michigan
THIS AGREEMENT (the “Agreement”) is made effective as of December 7, 2009 (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. This Award is granted pursuant to Article VII of the Plan and is intended to be exempt from Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).
STOCK OPTION AGREEMENTStock Option Agreement • August 5th, 2011 • Compuware Corp • Services-prepackaged software
Pursuant to the 2007 Long Term Incentive Plan (the “Plan”) of Compuware Corporation (the “Corporation”) and with the approval of the Compensation Committee (“Committee”) of the Corporation’s Board of Directors in accordance with the Plan, the Corporation grants you an option (the “Option”) to purchase 2,500,000 shares of Common Stock (the “Shares”) at $9.43 per share, upon the terms and conditions contained in this Stock Option Agreement (the “Agreement”) and in the Plan. The Option is intended to be a Nonqualified Option and is not intended to constitute a Code Section 162(m) Award under Article VII of the Plan. The Plan, as amended from time to time, is made a part of this Agreement and is available upon request. Capitalized terms used in this Agreement, but not otherwise defined in this Agreement, shall have the meanings given them in the Plan.
