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Exhibit 10.4
October 1,
2009
Nancy
Cooper
Dear
Nancy:
At CA, Inc. (the
“ Company ”), we recognize that our most
valuable assets are our employees and that our employees are
essential to our past and future success. I am writing you this
letter to assure you that you are a highly valued executive and
that we look forward to your continued contributions to the
Company. To motivate you to continue your high level of commitment
to the Company, you have been selected to be eligible to receive a
special retention bonus in accordance with the terms of this
letter. Your special retention bonus will be in addition to (and
will not be in lieu of) any annual bonus or other incentive
compensation amounts you may otherwise be entitled to receive from
the Company.
Special
Retention Bonus
The amount of your
potential special retention bonus is $600,000 (the
“ Retention Amount ”). Subject to the conditions
below, the Company will pay you the Retention Amount in cash
according to the following schedule:
1.
$300,000will be paid on May 1, 2010 or
as soon as administratively feasible thereafter; and,
2.
The
remaining $300,000 will be paid on October 1,
2010 or as soon as administratively feasible thereafter.
Conditions
to Special Retention Bonus:
a. If your
employment with the Company terminates before October 1, 2010
for any reason (other than if the Company terminates you without
“ Cause ” (as defined in your employment
agreement with the Company) or if you quit for “ Good
Reason ” (as defined in your employment agreement with
the Company)), then you will not be entitled to any unpaid portion
of the Retention Amount (and the unpaid portion of the Retention
Amount will terminate and be forfeited).
b. If your
employment with the Company terminates before October 1, 2010
because the Company terminates you without Cause or you quit for
Good Reason, then, subject to your execution, delivery and
non-revocation, w
