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 James
Bryant (the “ Employee ”) as of June 28,
2006 (the “ Effective Date ”).
1. Employment, Duties, Authority and Work Standards .
The Company hereby agrees to employ the Employee as Executive Vice
President and Chief Administration Officer (“ CAO
”) 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 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.
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.
3. Sign-On Bonus . The Company shall pay the Employee a
cash payment equal to $150,000 (the “ Sign-On Bonus
”) in the following manner. The Company shall pay 50% of the
Sign-On Bonus no later than the first scheduled payroll date after
the first 30 days of the Employment Period and the balance of
the Sign-On bonus no later than the first scheduled payroll date
after the first anniversary of the Effective Date, provided that
the Employee remains employed with the Company through the
applicable payment date. Notwithstanding the foregoing, in the
event that the Employee is terminated for Cause at any time during
the Employment Period, the Employee shall be obligated to
immediately repay to the Company any portion of the Sign-On Bonus
paid to him.
(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 (less applicable
withholdings) (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 $200,000, 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 $2,500,000 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. Notwithstanding the foregoing, to the extent any
restricted stock is granted to the Employee in connection with
the
one-year
performance shares under the Long-Term Performance Bonus for the
performance period commencing on April 1, 2006, such
restricted stock shall vest with respect to all shares on the
second anniversary of the grant date ( i.e. , the date on
which a definitive number of shares are granted based on the
determination of the Compensation Committee based on the
achievement of the performance targets) provided he remains
employed with the Company through such second anniversary;
provided, however, that if the Employee’s employment is
terminated without Cause or Employee resigns for Good Reason
(i) prior to the first anniversary of the grant date, the
shares shall vest with respect to 34% of the underlying shares as
of the date of termination or (ii) on or after the first
anniversary but prior to the second anniversary of the grant date,
the shares shall vest with respect to 67% of the underlying shares
as of the date of termination.
(d) Subject
to applicable law, management will recommend that, following the
Effective Date, the Employee will be granted stock options to
purchase 25,000 shares of the Company’s common stock (“
Common Stock ”), at an exercise price per share equal
to the fair market value of a share of Common Stock on the date of
grant (determined in accordance with the Incentive Plan), pursuant
and subject to the terms and conditions set forth in the Incentive
Plan and the option grant agreement provided to the Employee. Such
option grant agreement shall provide that the options shall become
exercisable in three (3) equal annual installments commencing
on the first anniversary of the grant date, provided the Employee
remains employed through such anniversary.
(e) Subject
to applicable law, management will recommend that, following the
Effective Date, the Employee will be granted an award of 25,000
restricted shares (“ Restricted Stock ”) of
Common 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) equal annual installments
commencing on the first anniversary of the date of grant, provided
the Employee remains employed through such anniversary.
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.
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 terminate on the third anniversary of the Effective
Date.
(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 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
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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)
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