COMPUWARE CORPORATION 2002 DIRECTORS PHANTOM STOCK PLAN FORFEITURE AND REPLACEMENT AGREEMENT
Exhibit 10.116
THIS FORFEITURE AND REPLACEMENT AGREEMENT (“Agreement”) dated
, is between COMPUWARE
CORPORATION (the “Company”) and «director» (the “Director”).
WHEREAS, the Director is currently a participant in the 2002 Directors Phantom Stock Plan (the
“Plan”);
WHEREAS, the Director currently has the right to receive a payment of cash due to prior awards
of Phantom Shares made to the Director under the Plan;
WHEREAS, the Director desires to forfeit all rights to payment of cash pursuant to these
Phantom Shares and the Company desires to replace these forfeited Phantom Shares with an equivalent
value of Restricted Stock Units pursuant to the attached Restricted Stock Unit Award Agreement and
the Compuware Corporation 2007 Long Term Incentive Plan (the “LTIP”);
THEREFORE, the Director and the Company agree to the following:
1. The Director shall forfeit all rights to the payment of Phantom Shares under the Plan and
the Director’s Phantom Share Award Agreements.
2. As of January 1, 2009, the Company shall grant the Director a number of Restricted Stock
Units under the LTIP determined by dividing the cumulative Value (as defined in the Plan) as of
January 1, 2009 of Phantom Shares under the Plan held by the Director on such date by the average
of the high and low sale prices per share of the Company’s common stock on Nasdaq on December 31,
2008 (or if the Common Stock is not traded on the Nasdaq on such date, then on the next preceding
date on which the Common Stock was so traded) and such Restricted Stock Units shall have such other
terms as set forth in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A.
3. The Director has had an opportunity to review this Agreement with Director’s independent
tax advisor.
IN WITNESS WHEREOF, the undersigned agreed to the terms of this Agreement and executed as of
the date set forth above.
| COMPUWARE CORPORATION |
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| By: | ||||
| Xxxxxx X. Xxxxxx, Xx. | ||||
| General Counsel & Secretary | ||||
| DIRECTOR |
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| By: | ||||
