8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2014

COVISINT CORPORATION

(Exact name of registrant as specified in its charter)

Commission File Number: 001-36088

Michigan  (State or other jurisdiction of incorporation or organization)	26-2318591 (I.R.S. Employer Identification No.)
One Campus Martius, Suite 700 Detroit, Michigan (Address of Principal Executive Offices)	48226-5099 (Zip Code)
Registrant’s telephone number, including area code (313) 227-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note: This Form 8-K/A modifies the Current Report on Form 8-K filed on May 12, 2014, by filing the correct version of Exhibit 10.18, Amendment to Stock Option Agreement, dated May 8, 2014.

Introduction

On October 1, 2013, Covisint Corporation (“Covisint”) completed its initial public offering of shares of its common stock (the “IPO”). After giving effect to the IPO, Compuware Corporation (“Compuware”) retained over eighty (80%) percent ownership of Covisint common stock in order to enable it to qualify under United States Internal Revenue Code Section 355 for a subsequent tax-free distribution of its shares in Covisint to Compuware shareholders. At that time, Compuware had announced its intention to complete the spinoff distribution of its Covisint shares within one year of the IPO. Compuware has since confirmed its intention.

At the time of the IPO, holders of non-qualified stock options to acquire Covisint common stock under the Covisint 2009 Long-term Incentive Plan (“LTIP”) entered into lock-up agreements prohibiting them from exercising their options until two hundred seventy (270) days after the IPO.¹ These lock-up agreements enabled Compuware to continue to maintain greater than 80% ownership of Covisint common stock required for the contemplated tax-free distribution. However, if the option holders were to exercise their options after the end of the lock-up period, but prior to the completion of the spinoff distribution, Compuware would potentially have to purchase from Covisint up to four shares of Covisint common stock for each share of Covisint common stock acquired by the option holders in order for Compuware to maintain its eligibility to distribute its Covisint shares on a tax-free basis. See Article VII of the Master Separation Agreement, as amended, between Compuware and Covisint (filed as Exhibits 10.1, 10.2 and 10.3 to the Covisint Registration Statement on Form S-1 (Registration No. 333-188603)).

In order to maintain greater than 80% ownership of Covisint in light of the exercisable options under the LTIP, while reducing the cost to Compuware of doing so, Covisint and Compuware agreed to the following:

1. Covisint will amend all outstanding options to purchase Covisint common stock exercisable through the end of December 2014 to provide the option holder with a "tandem" stock appreciation right ("SAR"). In lieu of the exercise of the option, the option holder can exercise the SAR, which will allow the option holder to realize the

value of his or her exercisable options (the fair market value of the Company’s common stock less the option strike price) without placing additional shares into the market through the exercise of the option. The exercise price of the SAR will be the same as the exercise price of the outstanding option.

2. Compuware will acquire from Covisint (and not through the market) sufficient shares of Covisint common stock at fair market value in order to provide Covisint with the funds necessary to pay for the option holder’s exercise of the SAR rights.

Covisint does not anticipate any additional stock compensation expense as a result of the issuance of the SARs to each option holder of options exercisable in 2014.

The purpose of the foregoing plan and the related amendments described below is to provide option holders with an alternative means to cash-settle their options (if they so desire) which would result in Compuware, Covisint’s parent, being able to maintain its ability to complete its contemplated tax-free spinoff of Covisint on a substantially less costly basis. The plan and related amendments are not intended, nor expected, to increase the benefits accruing to option holders.

1 Covisint option holders (including the Company’s Chairman, Robert C. Paul, and director and former Chief Executive Officer, David A. McGuffie) hold options that require option holders to exercise 1.275 million shares of Covisint common stock during 2014. These options range in strike price from $1.73 to $6.21.

Item 1.01. Entry into a Material Definitive Agreement

Item 3.02: Sale of Unregistered Securities

On May 7, 2014, Covisint and Compuware entered into a Purchase Agreement for Compuware to purchase from Covisint shares of Covisint common stock. The Purchase Agreement provides that Compuware will purchase Covisint shares at fair market value, which is defined as the average of the closing price of the Company’s common stock on the NASDAQ Stock Exchange on each of the five trading days immediately preceding the purchase date. The Purchase Agreement provides that Compuware will make an initial purchase of $1,000,000 worth of Covisint shares on June 25, 2014. Further purchases will be made by Compuware on a monthly basis through the earlier of January 2015 or the month following completion of the Covisint spinoff by Compuware to the extent the aggregate payout of the exercise of SARs exceeds $1,000,000 plus the aggregate amounts paid by Compuware for purchases under Article VII of the Master Separation Agreement. Covisint will provide a Notice of Subsequent Purchase to Compuware monthly, which will provide the aggregate cost of the SAR exercises for the month, and calculate the number of shares that Compuware will purchase.

As Compuware is a sophisticated, accredited investor, the controlling shareholder of Covisint and the only offeree of the shares, the sales of common shares by Covisint to Compuware will be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Amendment of Option Awards

On May 8, 2014, the Company amended each of its outstanding option agreements to purchase Covisint common stock exercisable through the end of December 2014 to provide the option holder with

the tandem SAR. Under the Amendment to Stock Option Agreement, the option holder is given a right to exercise the SAR and receive a cash payment equal to the product of (1) the number of shares with respect to the SAR is being exercised, and (2) the fair market value of the shares on the date of exercise over the exercise price of the SAR. The SARs will be exercisable from June 24, 2014 until the earlier of (a) the completion of the spinoff, (b) the exercise of the related option or (c) December 26, 2014.

Amendment of 2009 Long-Term Incentive Plan

To facilitate the option amendments and the related pricing of the SARs, on May 8, 2014, Covisint executed the Second Amendment of the 2009 Long-term Incentive Plan following approval by the Covisint Board of Directors. The Second Amendment enables the Compensation Committee to determine the per share exercise price for each stock appreciation right granted under the LTIP, provided that the exercise price of a stock appreciation right that is not granted in tandem with an option may not be less than 100 percent of the fair market value on the grant date, and the exercise price of a stock appreciation right that is granted in tandem with an option shall not be less than 100 percent of the exercise price of the tandem option.

Item 9.01: Financial Statements and Exhibits

(c) Exhibits.

10.17    Purchase Agreement between Compuware Corporation and Covisint Corporation, dated May 7, 2014.

10.18    Amendment to Stock Option Agreement, dated May 8, 2014

10.19    Second Amendment to 2009 Long Term Incentive Plan

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		COVISINT CORPORATION
Date:	May 13, 2014	By:		/s/ MICHAEL A. SOSIN
		Name:	Michael A. Sosin
		Title:	Vice President, General Counsel and Secretary

EX-10.17

Exhibit 10.17

PURCHASE AGREEMENT

This PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 7, 2014 by and between Covisint Corporation, a Michigan corporation (the “Company”), and Compuware Corporation, a Michigan corporation (“Purchaser”).

WHEREAS, there are 37,490,500 shares of the Common Stock of the Company (the “Shares”) currently issued and outstanding and Purchaser beneficially owns 30,003,000 Shares representing 80.028% of the voting power of the Shares;

WHEREAS, the Company has issued options to Participants in the Covisint 2009 Long Term Incentive Plan that, when exercised, may dilute the Share holdings of Purchaser;

WHEREAS, in order to prevent dilution of Purchaser’s holdings in the Company, the Company has chosen to grant Stock Appreciation Rights (each, an “SAR”) to Company option holders which would permit such option holder, in lieu of exercising his or her rights to exercise options granted to such option holder, to receive the cash value of the options; and

WHEREAS, in order to fund the exercise of the SARs by such Participants, Purchaser desires to buy, and the Company desires to sell, free and clear of any and all Liens (as defined herein), Shares held by the Company.

NOW, THEREFORE, in consideration of the foregoing and as hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I
PURCHASE AND SALE; CLOSING; TERMINATION

Section 1.1Purchase and Sale.

(a)Upon the terms and subject to the conditions of this Agreement, the Company agrees to sell, convey, assign, transfer and deliver to Purchaser, and Purchaser agrees to purchase on June 25, 2014, One Million Dollars ($1,000,000) worth of Shares (the “Initial Purchase”), free and clear of any and all mortgages, pledges, encumbrances, liens, security interests, options, charges, claims, deeds of trust, deeds to secure debt, title retention agreements, rights of first refusal or offer, limitations on voting rights, proxies, voting agreements, limitations on transfer or other agreements or claims of any kind or nature whatsoever (collectively, “Liens”). Purchaser agrees to pay fair market value (“FMV”) for all Shares of Company. The parties agree that, with respect to the Initial Purchase, FMV shall be the average of the closing price of the Company’s common stock on the NASDAQ Stock Exchange on each of the five trading days immediately preceding the purchase date.

(b)Thereafter, no later than five business days after the end of each month the SARs are available to be exercised, the Company will provide Purchaser written notice (a “Notice of Subsequent Purchase”). Purchaser agrees to purchase the number of additional Shares that have a value equal to the “Monthly Value” (defined below) as properly set forth in such notice (each a “Subsequent Purchase”). The Notice of Subsequent Purchase shall clearly set forth (i) the aggregate dollar value of the SARs exercised during the prior month, (ii) the Monthly Value, if any, owing by Purchaser to the Company for the prior month, and (iii) the number of additional Shares required to cover the Monthly Value. For purposes of the foregoing, the “Monthly Value” owing by Purchaser to the Company, in respect of any Notice of Subsequent Purchase, shall equal the lesser of “A” or “B”, where “A” equals the aggregate dollar value of all SARs exercised during the month covered by the Notice of Subsequent Purchase and “B” equals the excess, if any, of (i) the aggregate dollar value of all SARs exercised since the date of this Agreement through the end of the month covered by the Notice of Subsequent Purchase, over (ii) the sum of the amount of the Initial Purchase plus all amounts expended by Purchaser to purchase shares pursuant to Article VII of the Master Separation Agreement made since the date of this Agreement through the end of the month covered by the Notice of Subsequent Exercise. The parties agree that, with respect to each Subsequent Purchase, FMV shall be the average of the closing price of the Company’s common stock on the NASDAQ Stock Exchange on each of the five trading days immediately preceding the purchase date.

Section 1.2Closing.

(a)The consummation of the Initial Purchase contemplated by this Agreement (the “Initial Closing”) shall take place on June 25, 2014 or such other date as the parties agree (the “Closing Date”), provided that the obligations of the Purchaser and the Company to consummate the transactions contemplated by this Agreement shall be conditioned upon there being no injunction or other order, judgment, law, regulation, decree or ruling or other legal restraint or prohibition having been issued, enacted or promulgated by a court or other governmental authority of competent jurisdiction that would have the effect of prohibiting or preventing the consummation of the transactions contemplated hereunder.

(b)The consummation of each Subsequent Purchase contemplated by this Agreement shall be completed within five (5) business days of receipt of each Notice of Subsequent Purchase (each a “Subsequent Closing” and the date on which such Subsequent Closing occurs a “Subsequent Closing Date”).

Section 1.3Closing Delivery.

(a)At or prior to the Closing Date and each Subsequent Closing Date, in accordance with Section 1.1 hereof, the Company shall deliver or cause to be delivered to Computershare, Ltd (“Computershare”), at an address to be designated in writing by Purchaser, the certificates representing the Shares to be purchased on the Closing Date or Subsequent Closing Date, as applicable, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank and sufficient to convey to Purchaser good, valid and marketable title in and to such Shares, free and clear of any and all Liens. Upon the agreement of the Company and Purchaser, the Company may, in lieu of delivering certificates representing the Shares to be sold thereby, cause the applicable Shares to be delivered by Computershare through the facilities of the Depository Trust Company’s DWAC system to a brokerage account designated by Purchaser. In the event of such an election, Purchaser shall deliver a letter to Computershare, in a form reasonably acceptable to Computershare, which letter shall include the broker’s name, phone number and number of Shares to be so transferred, instructing Computershare to accept the DWAC.

(b)On the Closing Date or any Subsequent Closing Date, as applicable, upon confirmation from Computershare that all documents have been delivered in accordance with Section 1.1 and Section 1.3(a) hereof, Purchaser shall deliver or cause to be delivered to the Company, an amount equal to the number of Shares purchased by Purchaser on the Closing Date or such Subsequent Closing Date, as applicable, multiplied by the FMV, by wire transfer of immediately available funds to such accounts as the Company specifies in writing prior to such Closing Date or Subsequent Closing Date, as applicable.

(c)Each party hereto further agrees to execute and deliver such other instruments as shall be reasonably requested by a party hereto to consummate the transactions contemplated by this Agreement.

Section 1.4Expenses. Except as expressly set forth in this Agreement, all fees and expenses incurred by each party hereto in connection with the matters contemplated by this Agreement shall be borne by the party incurring such fee or expense, including without limitation the fees and expenses of any investment banks, attorneys, accountants or other experts or advisors retained by such party.

Section 1.5Termination. Except as otherwise provided herein, all obligations, rights and responsibilities under this Agreement shall terminate on the earlier of (a) the date Purchaser distributes the stock of the Company to its shareholders, or (b) December 31, 2014 or such other date as mutually agreed to by the Company and Purchaser the “Termination Date”). The obligation of Purchaser to purchase Shares pursuant to and in accordance with this Agreement shall apply to any SARs granted prior to the Termination Date; provided, however, the Notice of Subsequent Purchase must be received by Purchaser no later than ten (10) business days following the Termination Date.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby makes the following representations and warranties to Purchaser:

Section 2.1Existence; Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Michigan. The Company has all requisite competence, power and authority to execute and deliver this Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement.

Section 2.2Enforceability. This Agreement has been duly and validly executed and delivered by the Company, and, assuming due and valid authorization, execution and delivery by Purchaser, this Agreement will constitute the legal, valid and binding obligations of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be affected by bankruptcy, insolvency, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles.

Section 2.3Ownership. The Company is the beneficial owner of the Shares to be purchased pursuant to this Agreement, free and clear of any and all Liens. The Company has full power and authority to transfer full legal ownership of the Shares purchased pursuant to this Agreement to Purchaser, and the Company is not required to obtain the approval of any person or governmental agency or organization to effect the sale.

Section 2.4Good Title Conveyed. All Shares sold by the Company hereunder shall be transferred free and clear of any and all Liens and good, valid and marketable title to such Shares will effectively vest in Purchaser at the Initial Closing or any Subsequent Closing, as applicable.

Section 2.5Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Company, threatened against the Company that could impair the ability of the Company, to perform its obligations hereunder or to consummate the transactions contemplated hereby.

Section 2.6Other Acknowledgements. The Company acknowledges that none of Purchaser or any of Purchaser’s directors, officers, subsidiaries or Affiliates has made or makes any representations or warranties, whether express or implied, of any kind except as expressly set forth in this Agreement.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OFPURCHASER

Purchaser makes the following representations and warranties to the Company:

Section 3.1Existence; Authority. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Michigan. Purchaser has all requisite corporate power and authority to execute and deliver this Agreement to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement.

Section 3.2Enforceability. This Agreement has been duly and validly executed and delivered by Purchaser and, assuming due and valid authorization, execution and delivery by the Company, this Agreement constitutes the legal, valid and binding obligations of Purchaser, enforceable against it in accordance with its terms, except as such enforceability may be affected by bankruptcy, insolvency, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles.

Section 3.3Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of Purchaser, threatened against Purchaser that could impair the ability of Purchaser to perform its obligations hereunder or to consummate the transactions contemplated hereby.

Section 3.4Other Acknowledgments. Purchaser represents that it is a sophisticated investor and that it knows that the Company may have material non-public information concerning the Company and its condition (financial and otherwise), results of operations, businesses, properties, plans and prospects and that such information could be material to Purchaser’s decision to purchase Shares. Purchaser further represents that it has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the purchase of Shares and has, independently and without reliance upon the Company, made its own analysis and decision to purchase Shares. Purchaser acknowledges that none of the Company or any of the Company’s directors, officers, subsidiaries or Affiliates has made or makes any representations or warranties, whether express or implied, of any kind except as expressly set forth in this Agreement. The purchase of Shares by Purchaser pursuant to this Agreement (i) was privately negotiated in an independent transaction and (ii) does not violate any rules or regulations applicable to Purchaser.

ARTICLE IV
MISCELLANEOUS

Section 4.1Survival. Each of the representations, warranties, covenants, and agreements in this Agreement or pursuant hereto shall survive the Initial Closing and any Subsequent Closing. Notwithstanding any knowledge of facts determined or determinable by any party by investigation, each party shall have the right to fully rely on the representations, warranties, covenants and agreements of the other parties contained in this Agreement or in any other documents or papers delivered in connection herewith. Each representation, warranty, covenant and agreement of the parties contained in this Agreement is independent of each other representation, warranty, covenant and agreement. Except as expressly set forth in this Agreement, no party has made any representation warranty, covenant or agreement.

Section 4.2Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given if so given) by hand delivery, cable, telecopy or mail (registered or certified, postage prepaid, return receipt requested) to the respective parties hereto addressed as follows:

If to the Company:

Covisint Corporation

One Campus Martius, Suite 700

Detroit, Michigan 48226

Attn: Michael Sosin, General Counsel

Email: Michael.Sosin@covisint.com

If to Purchaser:

Compuware Corporation

One Campus Martius

Detroit, Michigan 48226

Attn: Daniel Follis, General Counsel

Email: Dan.Follis@compuware.com

Section 4.3Certain Definitions. As used in this Agreement, (a) the term “Affiliate” shall have the meaning set forth in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, and shall include persons who become Affiliates of any person subsequent to the date hereof; and (b) the Company and Purchaser are referred to herein individually as a “party” and collectively as “parties.”

Section 4.4Specific Performance. The Company, on the one hand, and Purchaser, on the other hand, acknowledge and agree that the other would be irreparably injured by a breach of this Agreement and that money damages are an inadequate remedy for an actual or threatened breach of this Agreement. Accordingly, the parties agree to the granting of specific performance of this Agreement and injunctive or other equitable relief as a remedy for any such breach or threatened breach, without proof of actual damages, and further agree to waive any requirement for the securing or posting of any bond in connection with any such remedy. Such remedy shall not be deemed to be the exclusive remedy for a breach of this Agreement, but shall be in addition to all other remedies available at law or equity.

Section 4.5No Waiver. Any waiver by any party hereto of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party hereto to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

Section 4.6Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated by such holding. The parties agree that the court making any such determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of, delete specific words or phrases in, or replace any such invalid or unenforceable provision with one that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Section 4.7Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that this Agreement (and any of the rights, interests or obligations of any party hereunder) may not be assigned by any party without the prior written consent of the other parties hereto (such consent not to be unreasonably withheld). Any purported assignment of a party’s rights under this Agreement in violation of the preceding sentence shall be null and void.

Section 4.8Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and, except as expressly set forth herein, is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder. This Agreement may be amended only by a written instrument duly executed by the parties hereto or their respective permitted successors or assigns.

Section 4.9Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 4.10Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Michigan, without giving effect to choice of law principles thereof that would cause the application of the laws of any other jurisdiction.

Section 4.11Submission to Jurisdiction. Each of the parties irrevocably submits to the exclusive jurisdiction and service and venue in any federal or state court sitting in the State of Michigan for the purposes of any action, suit or proceeding arising out of or with respect to this Agreement. Each of the parties irrevocably and unconditionally waives any objections to the laying of venue of any action, suit or proceeding relating to this Agreement in any federal or state court sitting in the State of Michigan, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY.

Section 4.12Counterparts; Facsimile. This Agreement may be executed in counterparts, including by facsimile or PDF electronic transmission, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.

Section 4.13Further Assurances. Upon the terms and subject to the conditions of this Agreement, each of the parties hereto agrees to execute such additional documents, to use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate or make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement.

Section 4.14Interpretation. The parties acknowledge and agree that this Agreement has been negotiated at arm’s length and among parties equally sophisticated and knowledgeable in the matters covered hereby. Accordingly, any rule of law or legal decision that would require interpretation of any ambiguities in this Agreement against the party that has drafted it is not applicable and is hereby waived.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first written above.

COMPUWARE CORPORATION

By:        /s/ Joseph Angileri            

Name: Joseph Angileri    Title: Chief Financial Officer

COVISINT CORPORATION

By:        /s/ Enrico Digirolamo            

Name: Enrico Digirolamo    Title: Chief Financial Officer

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EX-10.18

Exhibit 10.18

AMENDMENT TO STOCK OPTION AGREEMENT

To: [Recipient Name] (Employee Number: nnnnn)

Dated: [Date]

Reference is made to the Stock Option Agreement (the "Agreement") dated [Date] between you and Covisint Corporation (the "Corporation") pursuant to which the Company granted to you the Option to purchase [#shares] Shares at $[price] per share, upon the terms and conditions contained therein and in the 2009 Long Term Incentive Plan (the "Plan"). Pursuant to the Plan and with the approval of the Corporation's Board of Directors in accordance with the Plan, the Corporation amends your Agreement, as set forth herein, to add a new "tandem" Stock Appreciation Right (the "SAR"). The SAR is applicable only to the portion of your Option that is exercisable in 2014 (the "2014 Portion"). The SAR becomes exercisable on June 24, 2014, and it will expire on the earliest of the date of Compuware Corporation’s distribution of the common stock of the Corporation to its shareholders, the exercise of the related Option, or December 26, 2014.

To the extent that the 2014 Portion of the Option is exercisable in accordance with the terms of the Agreement, you may elect to exercise the SAR with respect to a number of Shares not to exceed the number of Shares of the 2014 Portion of the Option that are then exercisable. Upon exercise of the SAR (a) the Corporation will pay to you, no later than 5 business days following such exercise, a cash payment equal to the product of (1) the number of Shares with respect to which the SAR is being exercised and (2) the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the exercise price of the related Option and (b) the related 2014 Portion of the Option shall immediately terminate with respect to the number of Shares with respect to which the SAR is exercised (and you shall no longer have the right to acquire and you shall not in fact acquire such number of Shares). You may exercise the SAR with respect to all or a portion of the Shares with respect to which it is exercisable. The Corporation will allow you to exercise the SAR four (4) times during the period the SAR is exercisable without cost. For each exercise of the SAR above four (4) times, the Corporation will charge you $.05 per Share being exercised.

Section 3 (relating to non-transferability), 7 (relating to rights as a stockholder) and 8 (relating to withholding taxes) of the Agreement shall apply to the SARs granted hereunder.

For federal income tax purposes, this Amendment to Stock Option Agreement is intended in substance to constitute a mere amendment of the 2014 Portion of your Option to provide you with the alternative of receiving the value of the 2014 Portion of your Option in cash, in lieu of you exercising the Option and acquiring the underlying Shares. This Amendment to Stock Option Agreement is not intended to effectuate a new and separate grant of or relating to the Shares of the Company under the Plan.

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Very truly yours,

COVISINT CORPORATION

By:_____________________

Michael A. Sosin

Vice President, General Counsel

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EX-10.19

Exhibit 10.19

SECOND AMENDMENT TO

COVISINT CORPORATION

2009 LONG TERM INCENTIVE PLAN

WHEREAS, Covisint Corporation (the "Corporation") maintains the Covisint Corporation 2009 Long Term Incentive Plan (the "Plan"); and

WHEREAS, Section 10.6 of the Plan permits the Board of Directors of the Corporation (the "Board") to amend the Plan, subject to certain exceptions that are not relevant to this Amendment; and

WHEREAS, the Board desires to amend the Plan as set forth herein.

NOW, THEREFORE, the Plan is hereby amended as follows:

Section 3.2 of the Plan is amended in its entirety to read as follows:

"The Committee shall determine the per share exercise price for each Stock Appreciation Right granted under the Plan, provided, however, that the exercise price of a Stock Appreciation Right that is not granted in tandem with an Option shall not be less than 100 percent of the Fair Market Value on the Grant Date and the exercise price of a Stock Appreciation Right that is granted in tandem with an Option shall not be less than 100 percent of the exercise price of the tandem Option."

IN WITNESS WHEREOF, this Second Amendment has been executed on behalf of the Corporation on this 8th day of May, 2014

COVISINT CORPORATION

By:    /s/ Samuel M. Inman, III    

BOARD APPROVAL: April 29, 2014

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1849568.01-NYCSR05A - MSW