0000950152-09-001061 Sample Contracts

RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • February 6th, 2009 • Compuware Corp • Services-prepackaged software • Michigan

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.

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COMPUWARE CORPORATION 2002 DIRECTORS PHANTOM STOCK PLAN FORFEITURE AND REPLACEMENT AGREEMENT
2002 Directors Phantom Stock Plan Forfeiture and Replacement Agreement • February 6th, 2009 • Compuware Corp • Services-prepackaged software

THIS FORFEITURE AND REPLACEMENT AGREEMENT (“Agreement”) dated , is between COMPUWARE CORPORATION (the “Company”) and «director» (the “Director”).

RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • February 6th, 2009 • Compuware Corp • Services-prepackaged software • Michigan

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.

RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • February 6th, 2009 • Compuware Corp • Services-prepackaged software • Michigan

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.

RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • February 6th, 2009 • Compuware Corp • Services-prepackaged software • Michigan

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.

Contract
Prowse Consulting Agreement • February 6th, 2009 • Compuware Corp • Services-prepackaged software • Michigan

Compuware Corporation (“Compuware”) and W. James Prowse (“Contractor”) desire to enter into this Independent Contractor Services Agreement (“Agreement”), dated November 17, 2008 (“Effective Date”) under which the Contractor will provide requested services to Compuware. In consideration of the promises and mutual covenants in this Agreement, Compuware and Contractor agree as follows:

COMPUWARE CORPORATION AMENDED AND RESTATED 2005 NON-EMPLOYEE DIRECTORS DEFERRED COMPENSATION PLAN FORFEITURE AND REPLACEMENT AGREEMENT
Non-Employee Directors Deferred Compensation Plan Forfeiture and Replacement Agreement • February 6th, 2009 • Compuware Corp • Services-prepackaged software

THIS FORFEITURE AND REPLACEMENT AGREEMENT (“Agreement”) dated , is between COMPUWARE CORPORATION (the “Company”) and «director» (the “Director”).

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