October 1, 2009
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:
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