Nonqualified Stock Option Agreement For Executive Officers

NONQUALIFIED STOCK OPTION AGREEMENT


Dated: [grantdate]


TO: [firstname][lastname](Employee Number:[empno])


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 [anniv3], you may not exercise the Option to
purchase any of the Shares.


(b) On and after [anniv3], you may exercise the Option to
purchase up to 50% of the Shares.


(c) On and after [anniv4], you may exercise the Option to
purchase up to an additional 25% of the Shares.


(d) On and after [anniv5], 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 per ...