AMENDED AND RESTATED EMPLOYMENT
AGREEMENT
This Amended and
Restated Employment Agreement, dated as of December 12, 2008,
amends and restates the original Agreement entered into by and
between CA, Inc. (the “ Company ”) and Nancy
Cooper (the “ Employee ”) as of August `1, 2006,
and effective on August 15, 2006 (the “ Effective
Date ”).
1. Employment, Duties, Authority and Work Standards .
The Company hereby agrees to employ the Employee on the Effective
Date as Executive Vice President and Chief Financial Officer
(“ CFO ”) and the Employee hereby accepts such
positions and agrees to serve the Company in such capacities during
the Employment Period (as defined below). The Employee shall report
directly to the Company’s Chief Executive Officer. The
Employee’s duties, responsibilities and authority shall be
such duties, responsibilities and authority as are consistent with
the above job titles and such other duties, responsibilities and
authority as the Chief Executive Officer shall from time to time
specify. 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 her
full working time and best efforts, attention and energy to the
performance of her duties to the Company and (c) not do
anything inconsistent with her duties to the Company; provided
however, that the Company agrees that the Employee may continue to
serve as a director of R.H. Donnelley, Inc., so long as such
service does not significantly interfere with the Employee’s
duties to the Company under this Agreement.
2. Laws;
Other Agreements . The Employee represents that her employment
hereunder will not violate any law or duty by which she is bound,
and will not conflict with or violate any agreement or instrument
to which the Employee is a party or by which she is
bound.
3. Sign-On Bonus . The Company shall pay the Employee a
cash payment equal to $250,000 (the “ Sign-On Bonus
”) in the following manner. The Company shall pay the Sign-On
Bonus no later than the first scheduled payroll date after the
first 30 days of the Employment Period. Notwithstanding the
foregoing, in the event that the Employee is terminated for Cause
or resigns without Good Reason prior to the first anniversary of
the Effective Date, the Employee shall be obligated to immediately
repay to the Company the Sign-On Bonus paid to her.
(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 $500,000 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, 2007, the Employee’s Annual
Performance Bonus target shall equal $500,000 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, the Employee shall also be eligible to receive a targeted
Long-Term Performance Bonus of $1,500,000 for the performance
period that commenced on April 1, 2006 under the
Company’s Long-Term Performance Bonus program as set forth in
Section 4.5 of the Incentive Plan 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) Subject
to applicable law, management will recommend that, following the
Effective Date, the Employee will be granted an award of 50,000
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 in
three (3) relatively equal annual installments commencing on
the first anniversary of the date of grant, provided the Employee
remains employed through each such anniversary.
(e) Within
four (4) months following the Effective Date, $500,000 will be
notionally credited to a deferred compensation account maintained
by the Company for the Employee’s benefit. The Employee will
vest in the deferred compensation account on the first anniversary
of the Effective Date.
(f) All
payments to the Employee shall be subject to applicable tax
withholding.
5. 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. Additionally, the Employee will be provided with
corporate housing in accordance with the Company’s policy for
at least 12 months following the Effective Date (the Company
may, in its discretion, continue such corporate housing on an
annual basis thereafter).
Management
will also recommend to the Board that the Employee be included as a
participant in the Company’s Change in Control Severance
Policy (the “ CIC Severance Policy ”), provided
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.
6. Termination; Termination Payments.
(a) Unless
the Employee’s employment shall sooner terminate for any
reason pursuant to paragraph 7 of this Agreement, the “
Employment Period ” shall commence on the Effective
Date and shall initially terminate on August 31, 2009, except
that beginning on August 31, 2009 and each August 31
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 Employee’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
2
equal to one
(1) times the Employee’s Base Salary, 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.
(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
her 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 6(b) of this Agreement, but the terms and
conditions of paragraph 6(c) shall remain in effect.
(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.
7. 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 60 days’ written notice to the Employee (subject to
the provisions of paragraph 6 of this A
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