8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

April 28, 2008	0-7928
Date of Report (Date of earliest event reported)	Commission File Number
(Exact name of registrant as specified in its charter)
Delaware	11-2139466
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

68 South Service Road, Suite 230
Melville, New York 11747

(Address of Principal Executive Offices) (Zip Code)

(631) 962-7000

(Registrant’s telephone number, including area code)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

5.02(b) Departure of Chief Operating Officer

On April 28, 2008, Comtech Telecommunications Corp. (the “Company”) announced that Robert G. Rouse will be stepping down as the Company’s Executive Vice President and Chief Operating Officer on August 29, 2008. After that date he will continue to be available to the Company as a consultant, through November 30, 2008.

A copy of the Company’s press release relating to this event is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

5.02(c) Appointment of Senior Vice President of Operations

On April 28, 2008, the Company announced the appointment of Frank Otto to the position of Senior Vice President of Operations. Prior to starting with the Company, Mr. Otto, currently age 58, was most recently employed by EDO Corporation where he served in various capacities since 1979. His most recent position at EDO Corporation was Senior Vice President, Strategic Development which he held since March 2005. From February 2004 though March 2005, Mr. Otto was Chief Operating Officer and from September 2002 through February 2004, Mr. Otto was an Executive Vice President.

A copy of the Company’s press release relating to this event is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

5.02(e) Amendment to Robert G. Rouse’s Employment Agreement

On April 28, 2008, in connection with Mr. Rouse’s pending departure disclosed in 5.02(b) above, the Company and Mr. Rouse entered into a letter agreement (the “Letter Agreement”) which, in part, amends Mr. Rouse’s Amended and Restated Employment Agreement with the Company dated September 17, 2007 (the “Employment Agreement”). The Employment Agreement was amended to provide for an expiration date of August 29, 2008 and to provide for the payment of any incentive compensation to which Mr. Rouse may be entitled with respect to the Company’s fiscal year ending July 31, 2008 so long as Mr. Rouse does not voluntarily terminate his employment prior to August 29, 2008. In addition, the Letter Agreement provides that Mr. Rouse’s outstanding stock options, that are scheduled to vest and become exercisable on or before August 29, 2008, will continue to vest through August 29, 2008, provided Mr. Rouse does not voluntarily terminate his employment before such options vest prior to August 29, 2008. Under the Letter Agreement, Mr. Rouse will provide consulting services to the Company, as the Company may request, during the period August 30, 2008 through November 30, 2008, at a rate of $1,800 per day. In connection with Mr. Rouse’s pending departure, the Executive Compensation Committee of the Board of Directors of the Company amended Mr. Rouse’s 2008 non-equity incentive plan award granted under the Comtech Telecommunications Corp. 2000 Stock Incentive Plan to eliminate the Executive Compensation Committee’s discretion to reduce the amount earned based on the level of achievement of pre-tax income by an amount in excess of the non-discretionary incentive payment payable under the Employment Agreement.

The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Letter Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference, and to the Employment Agreement, a copy of which was previously filed as Exhibit 10(b) to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on September 19, 2007.

5.02(e) Change in Control and Indemnification Agreements – Frank Otto

On April 28, 2008, the Company and Mr. Otto entered into a change in control agreement which is, in form, substantially the same as similar agreements between the Company and certain other officers of the Company and its subsidiaries. The change in control agreement provides, among other things, that in lieu of any other severance compensation to which Mr. Otto may otherwise be entitled, the Company will pay Mr. Otto severance compensation (a) upon termination of his employment during the period from the time of occurrence of a Change in Control (as defined in the Company’s 2000 Stock Incentive Plan) until the date that is twelve (12) months after such occurrence of a Change in Control, and provided such termination is other than (i) by the Company for “cause” (as defined), (ii) by reason of Mr. Otto’s death, (iii) due to the failure of Mr. Otto to perform his duties with the Company due to disability, or (iv) by Mr. Otto without “good reason” (as defined), or (b) under certain circumstances, upon termination of Mr. Otto’s employment by the Company without cause or by Mr. Otto for good reason within the 30-day period prior to a Change in Control, in a lump sum equal to one-twelfth of Mr. Otto’s annual base salary times the number of months (including fractional months) remaining until the date 18 months after the Change in Control, but not less than 12. The amounts payable under the change in control agreement are subject to possible reduction, in certain instances, to avoid exceeding the limitations of Section 280G of the Internal Revenue Code and the imposition of an excise tax under Section 4999 of the Internal Revenue Code. The foregoing description of the change in control agreement does not purport to be complete and is qualified in its entirety by reference to the form of Change in Control Agreement which was previously filed as Exhibit 10(c) to the Company’s Annual Report on Form 10-K filed with the SEC on September 19, 2007.

On April 28, 2008, the Company and Mr. Otto also entered into an indemnification agreement which is, in form, substantially the same as similar agreements between the Company and certain other officers of the Company and its subsidiaries. Pursuant to the indemnification agreement, Mr. Otto shall be entitled to be indemnified by the Company, to the extent permitted by the General Corporation Law of the State of Delaware, against liabilities incurred in the performance of his duties, subject to certain exceptions. The foregoing description of the indemnification agreement does not purport to be complete and is qualified in its entirety by reference to the form of Indemnification Agreement which was previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 8, 2007.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is filed herewith:

Exhibit Number	Description
99.1	Press Release, dated April 28, 2008, announcing the Company’s planned management changes.
10.1	Letter Agreement, dated April 28, 2008 between the Company and Robert G. Rouse.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Comtech Telecommunications Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMTECH TELECOMMUNICATIONS CORP.

Dated: April 29, 2008

By: /s/ Michael D. Porcelain                                    

Name: Title: Michael D. Porcelain
Senior Vice President and
Chief Financial Officer

EX-99.1

Exhibit 99.1

COMTECH TELECOMMUNICATIONS CORP. ANNOUNCES

PLANNED MANAGEMENT CHANGES

Melville, New York, April 28, 2008 - Comtech Telecommunications Corp. (Nasdaq: CMTL) announced today that Robert G. Rouse will be stepping down as Comtech’s Executive Vice President and Chief Operating Officer on August 29, 2008. After that date he will continue to be available to Comtech as a consultant, through November 30, 2008.

Mr. Rouse has served in his current capacity since March 2006 and had been Chief Financial Officer since joining the Company in 2001.

Comtech also announced today that Frank Otto has joined the Company as Senior Vice President, Operations. Mr. Otto was most recently a senior vice president at EDO Corporation where he served in various capacities since 1979.

In announcing these changes, Fred Kornberg, Chairman and Chief Executive Officer of Comtech Telecommunications Corp., said, “The Board of Directors and I are very appreciative of Rob’s contributions to our dramatic growth and significantly improved efficiency in operations. We wish him continued success in the future.”

Mr. Rouse commented, “It has been a very rewarding experience serving Comtech for the last seven years, and I am grateful to Fred and the Board for giving me the opportunity to be part of Comtech’s leadership. I truly believe that this is the right time for me to take a breather and enjoy my family before moving on to my next endeavor.”

Comtech Telecommunications Corp. designs, develops, produces and markets innovative products, systems and services for advanced communications solutions. The Company believes many of its solutions play a vital role in providing or enhancing communication capabilities when terrestrial communications infrastructure is unavailable or ineffective. The Company conducts business through three complementary segments: telecommunications transmission, mobile data communications and RF microwave amplifiers. The Company sells products to a diverse customer base in the global commercial and government communications markets. The Company believes it is a market leader in the market segments that it serves.

Certain information in this press release contains statements that are forward-looking in nature and involve certain significant risks and uncertainties. Actual results could differ materially from such forward-looking information. The Company's Securities and Exchange Commission filings identify many such risks and uncertainties. Any forward-looking information in this press release is qualified in its entirety by the risks and uncertainties described in such Securities and Exchange Commission filings.

PCMTL

Media Contacts:

Robert G. Rouse, Executive Vice President and Chief Operating Officer

Jerome Kapelus, Senior Vice President, Strategy and Business Development

(631) 962-7000

Info@comtechtel.com

###

EX-10.1

Exhibit 10.1

April 28, 2008

Mr. Robert G. Rouse

****************

****************

Dear Rob:

Reference is made to the Amended and Restated Employment Agreement (the “Employment Agreement”) dated September 17, 2007 between you and Comtech Telecommunications Corp. (the “Company”). Capitalized terms that are not otherwise defined in this letter agreement shall have the meaning ascribed thereto in the Employment Agreement.

You have advised the Company that you are voluntarily terminating your employment with the Company as of August 29, 2008. In connection with your resignation, this is to confirm the agreement between you and the Company as follows:

1. The Employment Agreement is hereby amended as follows:

a) The Expiration Date is August 29, 2008. For all purposes under the Employment Agreement, the termination of your employment on August 29, 2008 shall be a voluntary termination of employment.

b) Incentive Compensation to which you may become entitled with respect to the Company’s fiscal year ending July 31, 2008 pursuant to Section 5(b) of the Employment Agreement shall be payable to you in accordance with the provisions of Section 5(b)(ii) of the Employment Agreement, provided you do not voluntarily terminate your employment with the Company prior to the Expiration Date.

c) The following phrase is deleted from Section 5(b) of the Employment Agreement: “and paid at a time Executive remains employed”.

d) Notwithstanding the provisions of Section 5(b) of the Employment Agreement, you shall not be entitled to Incentive Compensation in respect of any period occurring after July 31, 2008.

e) Except as otherwise amended by this letter agreement, the Employment Agreement remains in full force and effect.

2.    The outstanding stock options held by you that are scheduled to become exercisable on or before the Expiration Date shall continue to vest and become exercisable on their original scheduled dates unless you die before the options vest, you voluntarily terminate your employment before the options vest or you are Terminated for Cause (as defined in the Employment Agreement) before the options vest. There are no other changes to the terms of your existing stock options grants.

3.    Your fiscal 2008 non-equity incentive plan award granted under the Comtech Telecommunications Corp. 2000 Stock Incentive Plan has been amended to eliminate the Executive Compensation Committee’s discretion to reduce the amount earned based on the level of achievement of pre-tax income by an amount in excess of the non-discretionary incentive payment payable under the Employment Agreement.

4.    You will make yourself available to the Company during the period commencing August 30, 2008 and ending November 30, 2008 (the “Consulting Period”) to consult with senior management of the Company and its subsidiaries in order to facilitate the transition of your duties to other members of the Company’s senior management and to ensure appropriate transmission of institutional knowledge within the Company (the “Services”). The Services will be performed as and when requested by the Company, by phone or by in-person attendance at meetings, subject to the Company providing you reasonable prior notice of any request for in-person attendance at a meeting and making reasonable scheduling accommodations to any of your previously scheduled commitments. For each day for which you provide Services the Company shall pay you a consulting fee of $1,800, based on your invoice for Services from time to time. In addition, upon presentation of appropriate documentation, the Company shall reimburse you, in accordance with the Company’s travel and expense reimbursement policy, for all reasonable business expenses incurred in connection with your performance of the Services. At all times during the Consulting Period, your status shall be that of an independent contractor, and you will not act as a representative for or on behalf of the Company for any purpose or transaction, and may not bind or otherwise obligate the Company in any manner whatsoever without obtaining the prior written approval of the Company therefor. All consulting fees paid to you shall represent fees for services as an independent contractor, and shall therefore be paid without any deductions or withholdings taken therefrom for taxes or for any other purpose. The determination of any tax liability or other consequences of any payment made hereunder will be your sole responsibility and you will pay all taxes, if any, assessed on such payments under the applicable laws of any Federal, state, local or other jurisdiction. During the Consulting Period, you will not be eligible to participate in any of the employee benefit plans or arrangements of the Company.

Very truly yours,

Comtech Telecommunications Corp.

By: /s/ Fred Kornberg                        

Fred Kornberg

Agreed:

/s/ Robert G. Rouse               

Robert G. Rouse