AMENDED AND RESTATED EMPLOYMENT
AGREEMENT
This Amended and
Restated Employment Agreement, dated as of December 18, 2008,
amends and restates the original Agreement entered into by and
between CA, Inc. (the “ Company ”) and Amy
Fliegelman Olli (the “ Employee ”) as of
August 22, 2006, and effective on September 13, 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 Co-General Counsel 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
commensurate with her position. Such duties shall include
responsibility for all legal matters and the worldwide legal
department, provided however, that while the current General
Counsel remains with the Company, duties associated with oversight
of internal audit department, corporate compliance and the role of
corporate secretary are excluded. 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.
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 $185,000 (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 $450,000 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 $400,000, 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, the Employee shall also be eligible to receive a targeted
Long-Term Performance Bonus of $1,000,000 for the performance
period commencing on April 1, 2006 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) Subject
to applicable law, management will recommend that, following the
Effective Date, the Employee will be granted an award of 15,000
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) 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, for so long as the Employee resides more
than 100 miles outside of Islandia, NY, the Company shall provide a
stipend of not less than $5,000 per month for transportation to and
from the Company’s offices from the Employee’s
residence. Additionally, while in Islandia, NY, 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
Schedule B 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 September 30, 2009,
except that beginning on September 30, 2009 and each
September 30 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 equal to one (1) times
Employee’s Base Salary, such lump sum payment to be made no
later than
2
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 p
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