COMPUWARE CORPORATION AMENDED AND RESTATED 2005 NON-EMPLOYEE DIRECTORS DEFERRED COMPENSATION PLAN FORFEITURE AND REPLACEMENT AGREEMENT

Exhibit 10.117

COMPUWARE CORPORATION
AMENDED AND RESTATED 2005 NON-EMPLOYEE DIRECTORS
DEFERRED COMPENSATION PLAN
FORFEITURE AND REPLACEMENT AGREEMENT

     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 Amended and Restated 2005 Directors’ Deferred Compensation Plan (the “Plan”);

     WHEREAS, the Director currently has the right to receive a payment of cash pursuant to prior deferrals made by the Director under the Plan (the “Deferred Compensation Payment”) to be paid out in accordance with the Director’s Deferred Compensation Distribution Election Agreement;

     WHEREAS, the Director desires to forfeit all rights to the Deferred Compensation Payment, any rights granted under the Director’s Deferred Compensation Agreement and the Director’s Deferred Compensation Distribution Election Agreement;

     WHEREAS, IRS Notice 2007-86 permits a change in the time and form of payment under the Plan on or before December 31, 2008 without triggering a change in the time and form of payment under Internal Revenue Code Section 409A(a)(4)(C) or an