0001225208-13-014955.txt : 20130628 0001225208-13-014955.hdr.sgml : 20130628 20130628163150 ACCESSION NUMBER: 0001225208-13-014955 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130626 FILED AS OF DATE: 20130628 DATE AS OF CHANGE: 20130628 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COMPUWARE CORP CENTRAL INDEX KEY: 0000859014 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 382007430 STATE OF INCORPORATION: MI FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: ONE CAMPUS MARTIUS CITY: DETROIT STATE: MI ZIP: 48226-5099 BUSINESS PHONE: 3132277300 MAIL ADDRESS: STREET 1: ONE CAMPUS MARTIUS CITY: DETROIT STATE: MI ZIP: 48226-5099 FORMER COMPANY: FORMER CONFORMED NAME: COMPUWARE CORPORATION DATE OF NAME CHANGE: 19940506 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Manery Kris F CENTRAL INDEX KEY: 0001580193 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20900 FILM NUMBER: 13941299 MAIL ADDRESS: STREET 1: ONE CAMPUS MARTIUS CITY: DETROIT STATE: MI ZIP: 48226 3 1 doc3.xml X0206 3 2013-06-26 0 0000859014 COMPUWARE CORP CPWR 0001580193 Manery Kris F ONE CAMPUS MARTIUS DETROIT MI 48226-5099 1 Senior VP & General Manager Common stock 1831.0000 D Common stock 10139.5740 I ESOP/401K Dividend Equivalent Rights Common stock 181.7272 D Non-Qualified Stock Option (right to buy) 7.2200 2009-04-10 2018-04-10 Common stock 350000.0000 D Non-Qualified Stock Option (right to buy) 7.4700 2007-04-01 2014-04-01 Common stock 4169.0000 D Non-Qualified Stock Option (right to buy) 9.7300 2015-05-31 2022-09-27 Common stock 37500.0000 D Non-Qualified Stock Option (right to buy) 9.7600 2012-07-01 2021-07-01 Common stock 20943.0000 D Non-Qualified Stock Option (right to buy) 9.9900 2013-09-01 2022-09-01 Common stock 22391.0000 D Restricted Stock Units 2012-07-01 2015-07-01 Common stock 6711.0000 D Restricted Stock Units 2013-09-01 2016-09-01 Common stock 9179.0000 D The dividend equivalent rights accrued on the restricted stock units ("RSUs") upon each payment of cash dividends and become exercisable proportionately with the RSUs to which they relate. Each dividend equivalent right is in the form of additional RSUs and is the economic equivalent of one share of Compuware common stock. Granted under the 2007 Long Term Incentive Plan, the stock option vests annually in 20% increments on the first through the fifth anniversary of the grant date, or immediately upon death, disability or change in control. Granted under the 2001 Broad Based Stock Option Plan, the stock option vests on the anniversary date of the grant over five (5) years as follows: 50% on the third anniversary, 25% on the fourth anniversary and the remaining 25% on the fifth anniversary; or immediately upon death, disability or change in control. Granted under the 2007 Long Term Incentive Plan, the stock options are subject to the achievement by Compuware Corporation (the "Company") of specified FY13, FY14 and FY15 performance targets for recenue and operating income. Based on the Company's actual FY13 financial results, up to 25% of shares may be earned on 5-31-13. Based on the Company's actual FY14 financial results, up to 25% of shares may be earned on 5-31-14. Based on the Company's actual FY15 financial results, up to 25% of shares may be earned on 5-31-15. The remaining 25% of shares may be earned only upon 100% attainment of the FY15 target goals and will not be prorated. Shares not earned in the applicable fiscal year are forfeited. The earned portion of the stock options will vest on the earlier of 5-31-15, death or disability of the option holder, or a change in control of the Company. Granted under the 2007 Long Term Incentive Plan, the stock options vest over four years in annual 25% increments on the anniversary date of the award or immediately upon death, disability or change in control. Granted under the 2007 Long Term Incentive Plan, the units vest over four years in annual 25% increments on the anniversary date of the award or immediately upon death, disability or change in control and are payable in common stock upon vesting. 1 for 1 manerypoa.txt /s/ Kris F. Manery 2013-06-28 EX-24 2 manerypoa.txt POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, Kris F. Manery, located at One Campus Martius, Detroit, Michigan 48226, do hereby nominate, constitute and appoint Daniel S. Follis, Melanie C. Dunn or Terri Trainor Clark, with offices at One Campus Martius, Detroit, Michigan 48226, my true and lawful attorney in fact, for me and in my name, place and stead to: Execute my name to any and all documents, forms and reports ("Documents"), whether such Documents are filed with the Securities and Exchange Commission electronically or otherwise, for transactions in the securities of Compuware Corporation. In addition, I hereby give and grant unto my said attorney in fact, full power and authority to do and perform every act necessary, requisite or proper to be done in and about the premises as fully as I might or could do if I were personally present, with full power of substitution and revocation, hereby ratifying and confirming all that my said attorney shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have here unto set my hand this 24th day of June, 2013. In presence of Witness /s/ Laura J. Schultz /s/ Kris Manery Signature Subscribed and sworn to before me this 24 day of June, 2013 Notary Public /s/ Jennifer Fournier Signature Acting in Wayne County, State of Michigan My Commission expires: 9/15/2019