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

Effective June 30, 2012, the Compensation Committee ("Committee") of the Board of Directors of Compuware Corporation (the "Company") resolved to have the Company adopt a claw-back policy ("Claw-Back Policy") for incentive compensation approved and awarded after that date. The Claw-Back Policy provides that in the event of any required financial reporting restatement that results from either
(1) an act of fraud, theft, miappropriaton, embezzlement, intentional misconduct or other breach of the Code of Conduct by one or more current or former Company executive officers ("Executives") or (2) the material noncompliance with any applicable financial reporting requirement by the Company, the Board (or a committee designated by the Board) shall review the circumstances that caused the restatement and shall take such action as it deems appropriate to prevent its recurrence, which may include requiring the Executive(s) to repay to the Company any portion of incentive compensation that is greater than the amount that would have been paid if calculated based on restated financial results. The Claw-Back Policy will apply to any incentive compensation paid to an Executive from and after the date an Executive first signs a related consent agreement and during the three year period preceding the date on which the Company is required to prepare an accounting restatement. The foregoing description of the Claw-Back Policy does not purport to be complete and is qualified in its entirety by the policy adopted by the Committee, which is filed as Exhibit 10.137 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

10.137 Compuware Corporation Claw-Back Policy, adopted June 30, 2012