AMENDED AND RESTATED EMPLOYMENT
AGREEMENT
This Amended and
Restated Employment Agreement, dated as of December 29, 2008,
amends and restates the original Agreement entered into by and
between CA, Inc. (the “ Company ”) and Michael
Christenson (the “ Employee ”) as of
May 31, 2007 (the “ Effective Date ”), as
subsequently amended.
1. Employment, Duties, Authority and Work Standards .
The Company hereby agrees to employ Employee as President, and
Chief Operating Officer of the Company, and Employee hereby accepts
such position and agrees to serve the Company and its affiliates
from time to time (the “ Group ”) in such
capacity during the Employment Period (as defined in the Employment
Agreement). The Employee shall report directly to the
Company’s Chief Executive Officer. The Employee’s
duties, responsibilities and authorities shall include but not be
limited to those he has on the date hereof and any other duties,
responsibilities and authorities consistent with his job title as
specified by the Chief Executive Officer from time to time. The
Employee will (a) serve the Company (and such of its
subsidiary companies as the Company may designate) faithfully,
diligently and to the best of the Employee’s ability under
the direction of the Chief Executive Officer, (b) devote his full
working time and best efforts, attention and energy to the
performance of his duties to the Company and (c) not do
anything inconsistent with his duties to the Company.
During the
Employment Period, the Employee will not render any business,
commercial or professional services to any entity other than the
Company or any of its affiliates. However, the Employee may serve
on corporate, civic or charitable boards, so long as these
activities do not interfere with the performance of his
responsibilities under this Agreement and such service is approved
by the Board of Directors of the Company.
2. Laws;
Other Agreements . The Employee represents that his employment
hereunder will not violate any law or duty by which he is bound,
and will not conflict with or violate any agreement or instrument
to which the Employee is a party or by which he is
bound.
(a) In
consideration of services that the Employee will render to the
Company, the Company agrees to pay the Employee, during the
Employment Period, the sum of $800,000 per annum (the “
Base Salary ”), payable semi-monthly concurrent with
the Company’s normal payroll cycle.
(b) In
addition to the Base Salary, during the Employment Period, the
Employee shall have an opportunity to earn an annual cash bonus
(“ Annual Bonus ”) under the Company’s
Annual Performance Bonus program in accordance with
Section 4.4 of the Company’s 2002 Incentive Plan, as
amended and restated, or any successor thereto (the “
Incentive Plan ”); provided that, with respect to the
fiscal year ending March 31, 2008, management will recommend
that the Employee’s Annual Performance Bonus target shall
equal $800,000, provided that such targeted amount and the other
terms and conditions of such Annual Performance Bonus shall be
subject to determination and approval of the Compensation and Human
Resource Committee of the Board of Directors (the “
Compensation Committee ”) in accordance with the terms
of the Incentive Plan.
(c) In
addition, management will also recommend that the Employee be
eligible to receive a targeted Long-Term Performance Bonus of
$2,000,000 for the performance period commencing on April 1, 2007
under the Company’s Long-Term Performance Bonus program as
set forth in Section 4.5 of the Incentive Plan, provided that
such targeted amount and the other terms and conditions of such
Long-Term Performance Bonus shall be subject to determination and
approval of the Compensation Committee in accordance with the terms
of the Incentive Plan.
(d) Effective
as of the Effective Date, the Employee will be granted an award of
140,000 restricted shares of the Company’s Common Stock
(“ Restricted Stock ”), subject to restrictions
on transferability as set forth in the Incentive Plan and the
Restricted Stock grant agreement provided to the Employee. Such
Restricted Stock grant agreement shall provide that the
restrictions applicable to the Restricted Stock shall lapse on the
second anniversary of the date of grant, provided the Employee
remains employed through such anniversary.
(e) All
payments to the Employee shall be subject to applicable tax
withholding.
4. Benefits and Perquisites. During the term of the
Employee’s employment, the Employee shall be eligible to
participate in all pension, welfare and benefit plans and
perquisites generally made available to other senior employees of
the Company.
Employee
is currently a Schedule A participant of the Company’s
Change in Control Severance Policy (the “ CIC Severance
Policy ”) and the parties understand and agree that such
participation and any other terms and conditions related to such
participation shall be at the discretion of the Board in accordance
with the terms of such CIC Severance Policy.
5. Termination; Termination Payments.
(a) Unless
the Employee’s employment shall sooner terminate for any
reason pursuant to paragraph 6 of this Agreement, the “
Employment Period ” shall commence on the Effective
Date and shall initially terminate on the third anniversary of the
Effective Date, except that beginning on such third anniversary and
each anniversary thereafter, the Employment Period will
automatically extend for one year unless either the Employee or the
Company gives at least 60 days’ advanced written notice
of non-extension.
(b) In
the event that the Employee’s employment is terminated during
the Employment Period (i) by the Employee for Good Reason (as
defined in Appendix A) or (ii) by the Company without
Cause (as defined in Appendix A), other than as a result of
the Employee’s death or disability (within the meaning of the
Company’s long-term disability program then in effect),
subject to the Employoee’s execution, delivery and
non-revocation, within fifty-five (55) days following the
Termination Date, of a valid and effective release and waiver in a
form satisfactory to the Company, the Company shall pay the
Employee a lump sum cash amount equal to (A) one
(1) times Employee’s Base Salary and
(B) Employee’s “ Pro-Rated Annual Bonus
”, such lump sum payment to be made no later than the
sixtieth (60th) day (or the next following business day if the
sixtieth day is not a business day) following the Termination Date.
For purposes of this Agreement, the “ Pro-Rated Annual
Bonus ” shall be an amount equal to the target level of
Employee’s Annual Bonus for the fiscal year in which the
Termination Date occurs multiplied by a fraction, the numerator of
which is the number of days of the Employee’s employment
since the beginning of such fiscal year and the denominator of
which is 365.
(c) Notwithstanding
anything herein to the contrary, upon the termination of the
Employee’s employment for any reason, the rights of the
Employee with respect to any shares of restricted stock or options
to purchase Common Stock held by the Employee which, as of the
Termination Date, have not been forfeited shall be subject to the
applicable rules of the plan or agreement under which such
restricted stock or options were granted as they exist from time to
time. In addition, upon the termination of the Employee’s
employment for any reason, the Company shall pay to the Employee
his Base Salary through the Termination Date, plus any unused
vacation time accrued through the Termination Date. Any vested
benefits and other amounts that the Employee is otherwise entitled
to receive under any employee benefit plan, policy, practice or
program of the Company or any of its affiliates shall be payable in
accordance with such employee benefit plan, policy, practice or
program as the case may be, provided that the Employee shall not be
entitled to receive any other payments or benefits in the nature of
severance or termination pay.
(d) In
the event that the Employee resigns other than for Good Reason, is
terminated for Cause, dies or becomes disabled (within the meaning
of the Company’s long-term disability program then in effect)
during the Employment Period, no benefits shall be payable to the
Employee under paragraph 5(b) of this Agreement, but the terms and
conditions of paragraph 5(c) shall remain in effect.
2
(e) If
the Employee is a participant in the Company’s CIC Severance
Policy and a “ Change in Control ” occurs, any
payments and benefits provided in the CIC Severance Policy that the
Employee is entitled to will reduce (but not below zero) the
corresponding payment or benefit provided under this Agreement. It
is the intent of this provision to pay or to provide to the
Employee the greater of the two payments or benefits but not to
duplicate them.
6. No
Duration of Employment . Notwithstanding anything else
contained in this Agreement to the contrary, the Company and the
Employee each acknowledge and agree that the Employee’s
employment with the Company may be terminated by either the Company
upon 30 days&rsquo
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