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Special Retention Bonus

Employee Bonus Plan Agreement

Special Retention Bonus | Document Parties: CA, INC. | CA, Inc You are currently viewing:
This Employee Bonus Plan Agreement involves

CA, INC. | CA, Inc

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Title: Special Retention Bonus
Governing Law: New York     Date: 10/23/2009
Industry: Software and Programming     Sector: Technology

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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.

 

$300,000 will 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


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