Exhibit 10.102
March 1, 2007
Mr. Peter Karmanos, Jr.
Chairman and Chief Executive Officer
Compuware Corporation
One Campus Martius
Detroit, Michigan 48226
Dear Peter:
In consideration of the compensation and benefits specified in this letter, the
Board of Directors makes the following offer to you upon your retirement from
Compuware Corporation:
1. You will continue to discharge your duties as Chairman and Chief
Executive Officer (CEO) until you retire on a mutually agreeable
date to you and the Board (Retirement Date).
2. The terms of this Agreement shall become effective upon the
Retirement Date.
3. As compensation for your continued services as the company's
Chairman and CEO, and as an employee in a consulting role to the
company upon your retirement:
o The company shall pay you a total of one year's salary
at the amount in effect on the Retirement Date in annual
installments over a four year period on a monthly basis
(Term). In no event shall such annual payment be less
than $300,000.00 per year.
o The company shall pay you any earned bonuses under the
company's executive incentive bonus plans in accordance
with their terms.
o Your existing stock options shall continue to vest in
accordance with the terms of such plans during the Term
of this Agreement.
o During the term of this Agreement, you shall be eligible
to continue to participate in all the company's benefit
plans, including without limitation, medical, dental,
hospitalization, vision, life and disability (Benefits).
Additionally, you shall continue to receive an office,
administrative support, automobile and reimbursement for
all business-related expenses.
o You shall be obligated to abide by the provisions of
your previously executed Employee Agreement, including
without limitation, the provisions regarding
Confidentiality, Non-Competition and Non-Solicitation of
Employees.
4. After termination of this Agreement, the following obligations
exist:
o For termination by the company without cause or by you
with cause, you shall receive: (a) bonuses earned
through the date of termination; (b) severance payment
equal to the full amount of the base salary that would
have been paid to you over the unexpired portion of the
Term in equal consecutive monthly installments; (c)
Benefits through the unexpired portion of the Term of
the agreement; and (d) all stock options granted shall
become fully vested and exercisable.
o For termination by you without cause, you shall receive:
(a) your salary through the date of termination; (b)
bonuses earned through the date of termination; and (c)
all stock options granted shall become vested and
exercisable in accordance with the company's stock
option plans.
o For termination of this Agreement due to your death or
disability as defined under the company's disability
insurance provider: (a) your estate or beneficiary shall
receive a sum equal to the full amount of the base
salary that would have been paid to you over the
unexpired portion of the Term and (b) your spouse shall
be entitled to participate in the company's medical,
dental vision and hospitalization for twenty-four (24)
months from the date of your death.
o Termination for cause by the company shall mean your
willful and continued failure to perform your duties
after a written demand by the Board or the willful
engaging by you in illegal conduct or gross misconduct
which is materially damaging to the company.
o You may terminate this Agreement if the company: (a)
breaches any material provision of this Agreement and
such breach continues for at least ten (10) days after
you provide written notice to the company's General
Counsel specifying in reasonable detail the nature of
the breach; (b) during the Term of this Agreement there
is a relocation of the principle corporate offices of
the company outside of the Detroit metropolitan area
without your prior consent and (c) the failure to timely
pay you any amounts due under this Agreement.
5. This Agreement shall be governed by and construed in accordance with
the laws of the State of Michigan. You and the company consent to
the jurisdiction of the state and federal courts within the State of
Michigan.
If you agree and accept the terms of this Agreement, please sign both copies and
return one copy to me.
Sincerely,
/s/ William O. Grabe
William O. Grabe
Chairperson, Compensation Committee
I agree and accept the terms of this Agreement:
By: /s/ Peter Karmanos Jr. Date: 03/01/2007
----------------------
Peter Karmanos, Jr., Chairman and CEO