Item 1.01 Entry into a Material Definitive Agreement

On January 24, 2013, the Board of Directors (the "Board") of Compuware Corporation (the "Company") approved amendments to each of the Compuware Corporation Amended and Restated 2007 Long Term Incentive Plan and the 2007 Long Term Incentive Plan. The amendments provide that a "Change in Control" thereunder includes the current members of the Board and their approved successors ceasing to constitute a majority of the Board.

Copies of the amendments are attached hereto as Exhibits 10.143 and 10.144 are hereby incorporated herein by reference. The above descriptions of the amendments are intended to be only a brief summary of the material terms of each amendment and are qualified in their entirety by reference to the copies filed as exhibits with this Form 8-K. A copy of the Amended and Restated 2007 Long Term Incentive Plan is included as Attachment A to the Company's proxy statement filed on July 14, 2011, and the 2007 Long Term Incentive Plan is included as Appendix A to the Company's proxy statement filed on July 24, 2007.

Item 8.01. Other Events.

On January 25, 2013, the Company issued a press release announcing (i) the Board's determination with respect to the previously announced proposal from Elliott Management Corporation to acquire all of the outstanding shares of the Company for $11.00 per share and (ii) announcing certain value creation actions. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits Exhibit Number Description 10.143 Amendment No. 2 to Amended and Restated 2007 Long Term Incentive Plan, dated January 24, 2013 10.144 Amendment No. 3 to 2007 Long Term Incentive Plan, dated January 24, 2013 99.1 Press Release, dated January 25, 2013

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