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Phantom Share Award Agreement - COMPUWARE CORP - 11-8-2004

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Phantom Share Award Agreement - COMPUWARE CORP - 11-8-2004 Powered By Docstoc
					EXHIBIT 10.93 PHANTOM SHARE AWARD AGREEMENT (AUTOMATIC ANNUAL GRANT VERSION) THIS AGREEMENT is made the [DAY] DAY OF [MONTH], [YEAR] (the "Grant Date") by and between Compuware Corporation (the "Company") and the undersigned ("Grantee"), pursuant to the Compuware Corporation 2002 Directors Phantom Stock Plan (the "Plan"). Capitalized terms not defined in this Agreement shall have the meanings respectively ascribed to them in the Plan. WHEREAS, the Company desires to encourage the Grantee to make significant and extraordinary contributions to the long-term performance and growth of the Company and to join the interests of Grantee with the interests of the shareholders of the Company; WHEREAS, Section 6(a) of the Plan provides that a grant of Phantom Shares will be made to each Participant then serving on the date provided therein; WHEREAS, this Agreement is intended to document such award to the Grantee pursuant to the Plan, a copy of which is attached hereto; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed between the parties as follows: 1. GRANT OF PHANTOM SHARE AWARD. Subject to the terms and conditions hereof, including without limitation the vesting conditions set forth in Section 2 of this Agreement, the Company hereby grants to the Grantee a total of [SHARES] Phantom Shares. 2. VESTING, TERMINATION AND ACCELERATION. (a) Subject to Section 2(b), the Phantom Shares granted hereby shall vest and become payable on the date the Grantee ceases to be a director of the Company. (b) All unvested Phantom Shares held by the Grantee shall immediately terminate and be forfeited to the Company if the Grantee ceases to be a director of the Company because the Grantee has been removed from the Board of Directors for Cause. (c) Upon the vesting of any Phantom Shares subject to this Agreement, the Company shall pay the Value of such vested Phantom Shares in cash to the Grantee. The amount of such payment shall be equal to the number of Phantom Shares then vested (and not previously paid) multiplied by the Value. 3. NON-ASSIGNABILITY. The Award and Phantom Shares subject to this Agreement shall not be transferable, other than (a) by will, (b) by the laws of descent and distribution, or (c) pursuant to a qualified domestic relations order as defined in the Code or Title I of the Employee Retirement Income Security Act, or the rules thereunder. Payments with respect to the Phantom Shares subject to this Agreement shall be payable, during the lifetime of the Grantee, only to the

Grantee. No purported assignment or transfer of this Award or these Phantom Shares, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise, in contravention of this Section 3 shall vest in the purported assignee or transferee any interest or right whatsoever. 4. ADJUSTMENTS. In the event of any stock dividend, reclassification, subdivision or combination, or similar transaction affecting the Company, the number of Phantom Shares subject to this Agreement are subject to adjustment as provided in the Plan.

Grantee. No purported assignment or transfer of this Award or these Phantom Shares, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise, in contravention of this Section 3 shall vest in the purported assignee or transferee any interest or right whatsoever. 4. ADJUSTMENTS. In the event of any stock dividend, reclassification, subdivision or combination, or similar transaction affecting the Company, the number of Phantom Shares subject to this Agreement are subject to adjustment as provided in the Plan. 5. RIGHTS AS SHAREHOLDER. Grantee shall not have any of the rights of a shareholder of the Company with respect to the Award or Phantom Shares evidenced by this Agreement, including without limitation any voting rights or rights to receive dividends. 6. WITHHOLDING. The Company shall have the right to withhold from Grantee's payment or require Grantee to remit sufficient funds to satisfy applicable withholding tax obligations upon the making of any payment following the vesting of Phantom Shares, if determined by the Company to be necessary or appropriate under applicable law. 7. NOTICES. Every notice relating to this Agreement shall be in writing. All notices to the Company shall be delivered to the President of the Company at the Company's headquarters. All notices by the Company to the Grantee shall be delivered to the Grantee personally or addressed to the Grantee at the Grantee's last residence address as then contained in the records of the Company or such other address as the Grantee may designate. Either party by notice to the other may designate a different address to which notices shall be addressed. Any notice given by the Company to the Grantee at the Grantee's last designated address shall be effective to bind any other person who shall acquire rights hereunder. 8. GOVERNING LAW. This Agreement (a) shall be governed by and construed in accordance with the laws of the State of Michigan without giving effect to conflict of laws, and (b) is not valid unless it has been manually signed by the Grantee and the Company. 9. VENUE. Grantee hereby irrevocably submits to the non-exclusive jurisdiction of any United States Federal or Michigan state court sitting in Detroit, Michigan in any action or proceeding arising out of or relating to this Agreement and irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in any such United States Federal or Michigan state court. Grantee irrevocably consents to the service of any and all process in any such action or proceeding brought in any court in or of the State of Michigan by the delivery of copies of such process to the Grantee at the Grantee's last residence address as then contained in the records of the Company or such other address as the Grantee may designate or by certified mail directed to such address. Nothing in this Section shall affect the right of the Company to serve process in any other manner permitted by law or limit the right of the Company to bring any action or proceeding in the courts of any other jurisdiction. Grantee hereby irrevocably waives any objection to the laying of venue of any such suit or proceeding in the above-described courts.

10. PROVISIONS OF PLAN CONTROLLING. The provisions hereof are subject to the terms and provisions of the Plan. In the event of any conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall control. 11. AMENDMENTS. Except as otherwise provided in the Plan, the Board of Directors shall have the right, without approval of the Grantee, to amend or revise the terms of this Agreement at any time. Any such amendment shall be in writing and shall be effective upon execution by the Company following approval by the Board of Directors. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
GRANTEE COMPUWARE CORPORATION

10. PROVISIONS OF PLAN CONTROLLING. The provisions hereof are subject to the terms and provisions of the Plan. In the event of any conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall control. 11. AMENDMENTS. Except as otherwise provided in the Plan, the Board of Directors shall have the right, without approval of the Grantee, to amend or revise the terms of this Agreement at any time. Any such amendment shall be in writing and shall be effective upon execution by the Company following approval by the Board of Directors. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
GRANTEE COMPUWARE CORPORATION

----------------------[firstname][lastname]

By: -------------------------------Its: Chairman and CEO

EXHIBIT 10.94 COMPUWARE FY200X EXECUTIVE INCENTIVE PLAN-CORPORATE PARTICIPANT NAME: TIER: TIER 1 EMPLOYEE NUMBER: ANNUAL BASE SALARY: PLAN EFFECTIVE DATE: APRIL 1, 200X PURPOSE The purpose of the Executive Incentive Plan (the "Plan") is to motivate Participants to achieve the annual business plan while positioning the Company for long term results, and to provide an opportunity to share in the Company's success. The Plan is composed of two parts: an Annual Incentive and a Long Term Incentive. The Long Term Incentive includes both a Performance Cash Award and a Non Qualified Stock Option Plan. ADMINISTRATION This Plan is administered by the Compensation Committee of the Board of Directors ("Committee"). The decision to make payouts under this Plan is at the Committee's discretion, subject to Board approval. PARTICIPANT ELIGIBILITY This Plan, effective April 1, 200X, through March 31, 200X, supersedes all prior company incentive plans or arrangements. Participation is limited to pre-identified members of management or other key employees. Senior management must evaluate Participant's work performance and the overall performance of the organization as satisfactory for the Participant to be eligible for incentive payments under this Plan. Participants who become eligible for the Plan after April 1, 200X, will have any earned awards prorated from the beginning of the month following eligibility for the Plan based on the salary in effect at the time of eligibility. Stock option eligibility will become effective at the start of the next fiscal year. Participants who transfer out of the Plan to another Compuware position after April 1, 200X, will be eligible to earn a prorated award based on the number of full months of participation. I. ANNUAL INCENTIVE The Participant is eligible for an Annual Incentive award equal to XX% of base salary (as of April 1, 200X) at target or $XXX,000. The Annual Incentive award is based on the level of actual performance compared to the performance targets. The Annual Incentive award will be calculated and paid in

EXHIBIT 10.94 COMPUWARE FY200X EXECUTIVE INCENTIVE PLAN-CORPORATE PARTICIPANT NAME: TIER: TIER 1 EMPLOYEE NUMBER: ANNUAL BASE SALARY: PLAN EFFECTIVE DATE: APRIL 1, 200X PURPOSE The purpose of the Executive Incentive Plan (the "Plan") is to motivate Participants to achieve the annual business plan while positioning the Company for long term results, and to provide an opportunity to share in the Company's success. The Plan is composed of two parts: an Annual Incentive and a Long Term Incentive. The Long Term Incentive includes both a Performance Cash Award and a Non Qualified Stock Option Plan. ADMINISTRATION This Plan is administered by the Compensation Committee of the Board of Directors ("Committee"). The decision to make payouts under this Plan is at the Committee's discretion, subject to Board approval. PARTICIPANT ELIGIBILITY This Plan, effective April 1, 200X, through March 31, 200X, supersedes all prior company incentive plans or arrangements. Participation is limited to pre-identified members of management or other key employees. Senior management must evaluate Participant's work performance and the overall performance of the organization as satisfactory for the Participant to be eligible for incentive payments under this Plan. Participants who become eligible for the Plan after April 1, 200X, will have any earned awards prorated from the beginning of the month following eligibility for the Plan based on the salary in effect at the time of eligibility. Stock option eligibility will become effective at the start of the next fiscal year. Participants who transfer out of the Plan to another Compuware position after April 1, 200X, will be eligible to earn a prorated award based on the number of full months of participation. I. ANNUAL INCENTIVE The Participant is eligible for an Annual Incentive award equal to XX% of base salary (as of April 1, 200X) at target or $XXX,000. The Annual Incentive award is based on the level of actual performance compared to the performance targets. The Annual Incentive award will be calculated and paid in cash as detailed in the Performance Award section. II. LONG TERM INCENTIVE A. LONG TERM PERFORMANCE CASH AWARD The Participant is also eligible for a Long Term Performance Cash Award equal to XX% of base salary (as of April 1, 200X) or $XXX,000 at target. The Long Term Performance Cash Award is based upon performance consistent with the performance measurements used to calculate the Annual Incentive award. The Long Term Performance Cash Award will be calculated as detailed in the Performance Award section. However, no portion of this award is earned or payable until the end of the second year following the year the performance is measured and achieved (called the "Base Year"), and is subject to forfeiture if the Participant is not employed at the time the award is payable (see Termination of Employment section). Corporate Executive Plan FYO5

COMPUWARE FY200X EXECUTIVE INCENTIVE PLAN-CORPORATE B. NON-QUALIFIED STOCK OPTIONS (NQSOS) At the beginning of the Plan year, each Participant will also receive a number of Non-Qualified Stock Options (NQSOs) in an amount equal to XX% of his/her base salary (as of April 1, 200X) divided by 10. The actual number of stock options granted to you is XX,XXX and

COMPUWARE FY200X EXECUTIVE INCENTIVE PLAN-CORPORATE B. NON-QUALIFIED STOCK OPTIONS (NQSOS) At the beginning of the Plan year, each Participant will also receive a number of Non-Qualified Stock Options (NQSOs) in an amount equal to XX% of his/her base salary (as of April 1, 200X) divided by 10. The actual number of stock options granted to you is XX,XXX and may be adjusted as a result of future stock splits that may occur. The ultimate value of the stock options will depend upon the performance of the company stock over the option term as well as when the options are exercised. The FYXX option grant will be at the strike price of $X.XX as determined by the average of the high and low price of Compuware stock on March 31, 200X. The specific terms and conditions of the stock option grant will be set forth in a Stock Option Plan and a Stock Option Agreement that you will receive separately. PERFORMANCE AWARD This section outlines information on the Participant's Performance Award Categories and Weightings, Payout Schedule and Performance Targets. PERFORMANCE AWARD CATEGORIES AND WEIGHTINGS- The Participant is eligible for specified awards under this Plan according to the following performance weighted categories and payout schedule.
------------------------------- ------------------------- -- ------------------------PERFORMANCE AWARD EPS COMPANY REVENUE CATEGORIES WORLDWIDE ------------------------------- ------------------------- -- ------------------------WEIGHTINGS XX% XX% ------------------------------- ------------------------- -- ------------------------ANNUAL INCENTIVE AWARD AT 100% ATTAINMENT $XXX,000 $XXX,000 ------------------------------- ------------------------- -- ------------------------LONG TERM PERFORMANCE CASH AWARD AT 100% ATTAINMENT $XX,000 $XX,000 ------------------------------- ------------------------- -- -------------------------

PAYOUT SCHEDULE- The Annual Incentive Award payment based on EPS and Company Revenue Worldwide will be made as soon as administratively practical following the close of the fiscal year. The Long Term Performance Cash Award payment will be made as soon as administratively practical following the close of the second fiscal year following the Base Year. PERFORMANCE TARGETS - The following schedule presents the targets for each performance category. Each performance category is independent of the other(s). Award amounts will be pro-rated between performance levels:
----------------------------------------------------------------------------------% OF AWARD % OF AWARD EPS ACHIEVED COMPANY REVENUE WORLDWIDE ACHIEVED ----------------------------------------------------------------------------------50% 50% ----------------------------------------------------------------------------------100% 100% ----------------------------------------------------------------------------------150% 150% -----------------------------------------------------------------------------------

Corporate Executive Plan FYO5

COMPUWARE FY200X EXECUTIVE INCENTIVE PLAN-CORPORATE TERMINATION OF EMPLOYMENT In the event that Compuware or the Participant voluntarily or involuntarily terminates the employment of the Participant prior to the payment of the Annual Incentive award or, under the Long Term Performance Cash Award prior to the end of the Base Year, the Participant will not receive any portion of the Annual Incentive award or the Long Term Performance Cash Award. If, under the Long Term Performance Cash Award, the Participant terminates employment before payout of the award but after the end of the Base Year, no portion of the Long Term Performance Cash Award will be paid unless the termination is due to retirement, death, total disability, or reduction in force. The Senior Vice-President of Human Resources will have the responsibility to interpret this provision for determining eligibility for payout. Entitlement to or vesting of option grants, if any, in connection with termination of employment will be governed by the applicable Stock Option Plan and Stock Option Agreement. EXTRAORDINARY ITEMS The Committee has the discretion to include or exclude any extraordinary items (i.e. acquisitions, divestitures, significant changes in accounting, etc.) in the calculation of the Company's performance as it applies to the Performance Award. GENERAL If any dispute arises concerning payments to the Participant under the terms of this Plan, the Participant agrees not to initiate legal action until he or she has first presented such concerns directly to the Committee in writing, and until the Committee has a reasonable time in which to review and address those concerns. No legal action arising out of this Plan may be brought by either party more than one year after the cause of action has occurred. This Plan shall be construed, interpreted, and governed by the laws of State of Michigan. In the event of legal action, the prevailing party shall be entitled to receive from the opposing party the costs incurred in such legal action, including but not limited to reasonable attorney's fees. CHANGES TO PLAN & LIMITED RIGHTS Compuware reserves the right to change or discontinue this Plan for any reason at any time without prior notice. Nothing set forth in this Plan is intended to confer upon the Participant any legal right to continued employment. ACCEPTED: Date Date Corporate Executive Plan FYO5

EXHIBIT 15 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S AWARENESS LETTER Compuware Corporation: We have made a review, in accordance with standards of the Public Company Accounting Oversight Board (United States), of the unaudited interim financial information of Compuware Corporation and subsidiaries for the periods ended September 30, 2004 and 2003, as indicated in our report dated November 4, 2004; because we did not perform an audit, we expressed no opinion on that information. We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for

EXHIBIT 15 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S AWARENESS LETTER Compuware Corporation: We have made a review, in accordance with standards of the Public Company Accounting Oversight Board (United States), of the unaudited interim financial information of Compuware Corporation and subsidiaries for the periods ended September 30, 2004 and 2003, as indicated in our report dated November 4, 2004; because we did not perform an audit, we expressed no opinion on that information. We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended and six months ended September 30, 2004, is incorporated by reference in the following Registration Statements on Form S-8: 333-119956, 333-68808, 333-57984, 333-79821, 333-70549, 33343971, 333-37873, 333-17263, 33-57364, 333-4522 and 33-70852. We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act. DELOITTE & TOUCHE LLP Detroit, Michigan November 4, 2004

EXHIBIT 31.1 CERTIFICATION I, Peter Karmanos, Jr., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Compuware Corporation (the "registrant"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially

EXHIBIT 31.1 CERTIFICATION I, Peter Karmanos, Jr., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Compuware Corporation (the "registrant"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 4, 2004 /s/ Peter Karmanos, Jr. ----------------------Peter Karmanos, Jr. Chief Executive Officer

EXHIBIT 31.2 CERTIFICATION

EXHIBIT 31.2 CERTIFICATION I, Laura L. Fournier, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Compuware Corporation (the "registrant"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 4, 2004 /s/ Laura L. Fournier --------------------Laura L. Fournier Chief Financial Officer

EXHIBIT 32 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

EXHIBIT 32 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Compuware Corporation (the "Company") on Form 10-Q for the period ending September 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, Peter Karmanos, Jr., Chief Executive Officer of the Company, and Laura L. Fournier, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, certify that: (1) The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/ Peter Karmanos, Jr. ----------------------Peter Karmanos, Jr. Chief Executive Officer November 4, 2004

/s/ Laura L. Fournier --------------------Laura L. Fournier Chief Financial Officer November 4, 2004


				
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