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Exhibit 10.6
EMPLOYMENT AGREEMENT
This Agreement is entered into by
and between CA, Inc. (the "Company") and Amy Fliegelman Olli (the
"Employee") as of the date that it has been duly executed by both
parties, provided that the. Employee commences employment under the
terms of this Agreement on or around September 13, 2006 as is
mutually agreed by the parties (such first date of employment being
referred to herein as 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.
4. Compensation .
(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 and delivery 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.
(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 pl
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