EXHIBIT 10.92
NONQUALIFIED STOCK OPTION AGREEMENT
Dated: [grantdate]
TO: [Directorname]
Pursuant to the [planname] (the "Plan") of Compuware Corporation (the
"Company") and with the approval of the Company's Board of Directors in
accordance with the Plan, the Company hereby grants you an option (the "Option")
to purchase [SHARES] common shares, par value $0.01 per share, of the Company
(the "Shares") at $[PRICE] per Share, upon the terms and conditions contained
in this Nonqualified Stock Option Agreement (the "Agreement") and in the Plan,
which 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.
1. The Option is intended to be a Nonqualified Option, as defined in
the Plan.
2. The Option may not be transferred by you otherwise than by will or
by the laws of descent and distribution and, during your lifetime, the Option is
exercisable only by you.
3. Subject to the terms contained in this Agreement and in the Plan,
you may exercise the Option in accordance with the following schedule:
(a) Before [anniv1], you may not exercise the Option to
purchase any of the Shares.
(b) On and after [anniv1], you may exercise the Option to
purchase up to 25% of the Shares.
(c) On and after [anniv2]you may exercise the Option to
purchase up to an additional 25% of the Shares.
(d) On and after [anniv3], you may exercise the Option to
purchase up to an additional 25% of the Shares.
(e) On and after [anniv4], you may exercise the Option to
purchase up to an additional 25% of the Shares.
4. This Option will expire (to the extent not previously exercised) on
[anniv10], unless terminated earlier in accordance with the Plan or upon your
termination of your employment with, and any service as a director to, the
Company and all Subsidiaries of the Company, or upon your death or Disability
(as defined in Paragraph 8).
5. Except for termination as a result of your death or Disability,
which are governed by Paragraph 7 and 8, if your employment with, and any
service as a director to, the Company and all Subsidiaries of the Company are
terminated by the Company or a Subsidiary of the Company without Cause (as
defined in Paragraph 9) or by you, you shall have the right for a period of 30
days after such termination, but in no event after the expiration date of this
Option, to exercise that portion of this Option, if any, that was exercisable by
you on the date of such termination. If you die during the 30-day period
following your termination, your legal representative or the person or persons
to whom your rights shall
pass by will or by the laws of descent and distribution shall have the right for
a period of 120 days following your death, but in no event after the expiration
date of this Option, to exercise that portion of this Option, if any, that was
exercisable by you on the date of your termination.
6. If your employment with, and any service as a director to, the
Company and all Subsidiaries of the Company are terminated by the Company or a
Subsidiary of the Company with Cause, this Option shall terminate and shall not
be exercisable by you after such termination.
7. If your employment with, and any service as a director to, the
Company and all Subsidiaries of the Company terminate by reason of your death,
your rights to exercise this Option set forth in Paragraph 3 shall be
accelerated so that all of this Option, to the extent not exercised by you at
the time of death, may be exercised for a period 12 months after your death by
your legal representative or by the person or persons to whom your rights shall
pass by will or by the laws of descent and distribution. In no event shall this
Option be exercised after the expiration date of this Option.
8. If your employment with, and any service as a director to, the
Company and all Subsidiaries of the Company terminate by reason of your becoming
Disabled, your rights to exercise this Option set forth in Paragraph 3 shall be
accelerated so that all of this Option, to the extent not exercised by you at
the time of your becoming Disabled, may be exercised by you for a period 12
months after your date of termination. In no event shall this Option be
exercised after the expiration date of this Option. For purposes of this
Agreement, you shall be deemed to be "Disabled" and to have a "Disability" if
you are permanently and totally disabled as a result of a mental or physical
disability (within the meaning of Section 22(e) of the Code), as determined by a
medical doctor satisfactory to the Committee. Generally, under Section 22(e) of
the Code, you are permanently and totally disabled if you are unable to engage
in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or which
has lasted or can be expected to last for a continuous period of not less than
12 months.
9. For purposes of this Agreement, termination for "Cause" means
termination for (1) your continued failure to make a good faith effort to
perform your duties, (2) any willful act or omission by you that you knew or had
reason to know would injure the Company or any of its Subsidiaries, (3) your
fraud, (4) your dishonesty, (5) your commission of a felony, or your violation
of any law relating to your employment, (6) your failure to devote substantially
full time to your employment duties (except because of illness or Disability),
(7) your insubordination, or (8) your act or omission that is contrary to the
direction of your supervisor, if such direction relates to your duties to the
Company that are reasonably performable.
10. The Option shall be exercised by giving a written notice to the
Company in the manner and on the forms specified by the Company. The action by
you to exercise the Option shall be deemed to be your acceptance of all terms
and conditions of this Agreement and the Plan. Such notice with respect to the
exercise of this Option shall specify the number of Shares to be purchased, the
name in which you desire to have your Shares registered, your address and your
social security number, and shall be accompanied by payment in full in cash or
in such other manner as is approved by the Committee pursuant to the Plan of the
aggregate exercise price for the number of Shares purchased. Such exercise shall
be effective only upon the actual receipt of such written notice and no rights
or privileges of a shareholder of the Company in respect of any of the Shares
issuable upon exercise of any part of this Option shall inure to you or any
other person who is entitled to exercise this Option unless and until
certificates representing such Shares shall have been issued.
11. Nothing contained in this Agreement or in the Plan, nor any action
taken by the Company or the Committee, shall confer upon you any right with
respect to continuation of your employment or other service by or to the Company
or any Subsidiary of the Company, nor interfere in any way with the right of the
Company or any Subsidiary to terminate your employment or other service at any
time, and if you are an employee, your employment is and shall remain employment
at will, except as otherwise specifically provided in an employment agreement
between you and the Company.
12. If upon or as a result of your exercise of the Option there shall
be payable by the Company any amount for income tax withholding, you will pay
such amount to the Company to reimburse it for such income tax withholding. The
Company will notify you of any such amount that you must pay and you will not
receive the share certificates evidencing the Shares that you purchased upon
exercise of this Option until such time as you have reimbursed the Company for
any such income tax withholding.
13. By entering into this Agreement and participating in the Plan, you
agree to the processing of any relevant personal data in relation to the
administration of the Plan by the Employer, the Company, and any party to whom
your personal data is transferred in accordance with Paragraph 14 below, and in
particular such processing as is necessary in relation to your holding and
exercising the Option. The relevant personal data that will be processed
includes but is not limited to name, employee number, hire date, job title and
location.
14. You consent to the disclosure and transfer of personal data to the
Company and any third party authorized by the Company to administer the Plan on
its behalf.
Very truly yours,
COMPUWARE CORPORATION
By:
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Xxxxx Xxxxxxxx, Jr.
Its: Chairman and CEO
The above is agreed to and accepted by:
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Optionee's Signature
Dated:
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[directorname]
NOED
