AMENDED AND RESTATED EMPLOYMENT
AGREEMENT
This Amended and
Restated Employment Agreement, dated as of September 30, 2009,
(the “ Effective Date ”) amends and restates the
original Agreement entered into by and between CA, Inc. (the
“ Company ”) and Nancy E. Cooper (the “
Employee ”) as of August 1, 2006, and effective
on August 15, 2006 as previously amended and restated on
December 12, 2008 .
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 Teradata Corporation, 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.
(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 $600,000 per annum (the “
Base Salary ”), payable semi-monthly concurrent with
the Company’s normal payroll cycle, subject to annual review
by the Compensation and Human Resources Committee of the Board of
Directors (the “Compensation Committee”).
(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 2007 Incentive Plan, as
amended and restated, or any successor thereto (the
“Incentive Plan”). The Employee’s Annual Bonus
target for the fiscal year commencing on April 1, 2010 shall
equal $600,000, 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
Committee.
(c) In
addition, the Employee shall also be eligible to receive a targeted
Long-Term Performance Bonus of $2,000,000 for the performance
period commencing on April 1, 2010 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) 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.
The
Employee shall continue to participate 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.
5.
Termination; Termination Payments.
(a) Unless
the Employee’s employment shall sooner terminate for any
reason pursuant to Section 6 of this Agreement, the “
Employment Period ” shall commence on the Effective
Date and shall initially terminate on September 30, 2010,
except that beginning on September 30, 2010 and each
September 30 thereafter, the Employment Period will
automatically extend for one year unless either the Employee or the
Company gives at least 90 days’ advanced written notice
of non-extension (a “ Notice of Non-Extension
”). For purposes of this Agreement, “Employment
Period” refers to the period of the Employee’s
employment that is governed by the terms of this Agreement. Upon
either party giving the other a Notice of Non-Extension, the
Employment Period will end on September 30 of such year in
which notice was given and except for, if applicable, the severance
benefits expressly set forth in Section 5 of this Agreement,
the Employee’s employment will no longer be subject to the
terms of this Agreement.
(b) In
the event that the Employee’s employment is terminated during
the Employment Period either (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 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. Additionally, the Employee shall be eligible to
receive a portion of any outstanding Annual Bonus and One-Year and
Three-Year Performance Share Awards for which the performance cycle
ends within two years of the Employee’s Termination Date,
provided that such payment (i) shall be made only after the
end of the applicable performance cycle, (ii) shall be based
upon the actual performance achieved as determined in the sole
discretion of the Company (provided, however, that negative
discretion shall only be applied if, and to the extent, it is
applied generally to the executive management team) and
(iii) shall be pro-rated for the portion of the performance
period that has been completed by the Employee through the
Termination Date (provided, however that nothing herein shall be
construed to accelerate the vesting of any Performance Share
Award). Additionally, 20,000 shares of restricted stock granted to
the Employee on July 28, 2009 shall automatically vest on the
date of termination.
(c) In
the event that the Employee receives a Notice of Non-Extension from
the Company, subject to the Employee’s execution, delivery
and non-revocation, within fifty-five
2
(55) days
following the date such Notice of Non-Extension is received, 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 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 earlier of
(i) September 30 of the year in which such Notice of
Non-Extension is given or (ii) an earlier Termination Date.
Additionally, the Employee shall be eligible to receive a portion
of any outstanding Annual Bonus and One-Year and Three-Year
Performance Share Awards for which the performance cycle ends
within two years of the end of the earlier of
(i) September 30 of the year in which such Notice of
Non-Extension is given or (ii) an earlier Termination Date,
provided that such payment (i) shall be made only after the
end of the applicable performance cycle, (ii) shall be based
upon the actual performance achieved as determined in the sole
discretion of the Company (provided, however, that negative
discretion shall only be applied if, and to the extent, it is
applied generally to the executive management team) and
(iii) shall be pro-rated for the portion of the performance
period that has been completed by the Employee through the earlier
of (i) September 30 of the year in which such Notice of
Non-Extension is given or (ii) an earlier Termination Date.
Additionally, 20,000 shares of restricted stock granted to the
Employee on July 28, 2009 shall automatically vest on the
earlier of (i) September 30 of the year in which such
Notice of Non-Extension is given or (ii) an earlier
Termination Date.
(d) Except
as expressly provided herein, 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.
(e) 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 p
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