UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 23, 2007
Compuware Corporation
(Exact Name of Registrant as Specified in its Charter)
Commission File Number: 000-20900
Michigan 38-2007430
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Campus Martius, Detroit, Michigan 48226-5099
(Address of Principal Executive Offices) (Zip Code)
(Registrant's telephone number, including area code): (313) 227-7300
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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:
|_| Written Communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.02: Compensatory Arrangement of Certain Officers.
(e) On July 23, 2007, Compuware Corporation entered into a separation
agreement with its former President and Chief Operating Officer of
Products, Henry A. Jallos. Mr. Jallos, whose employment with the Company
ended on July 10, 2007, will receive: (i) his salary in effect on his
retirement date ($600,000) through June 30, 2009, payable in semi-monthly
installments; and (ii) bonuses earned under the Company's executive
incentive plan for fiscal year 2006 in the amount of $345,000, which is
payable in April 2008, and for fiscal year 2007 in the amount of $240,000,
which is payable in April 2009. Unvested stock options held by Mr. Jallos
will continue to vest and may be exercised by Mr. Jallos pursuant to the
terms and conditions set forth in the applicable stock option agreements
as if his employment with the Company continued. Mr. Jallos must refrain
from making disparaging statements regarding the Company and its directors
and employees, and will remain obligated through June 30, 2009 to continue
to comply with the provisions of our standard employee agreement, which
requires that he keep the Company's confidential information confidential
and that he comply with the Company's employee code of conduct. Under the
standard employee agreement, he will also be prohibited until June 30,
2010 from competing with the Company, soliciting the Company's clients and
soliciting or recruiting the Company's employees.
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.
COMPUWARE CORPORATION
Date: July 27, 2007 By: /s/ Laura Fournier
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Senior Vice President and
Chief Financial Officer