At CA, Inc.
(the “ Company ”), we recognize that our most
valuable assets are our employees and that our employees are
essential to our past and future success. I am writing you this
letter to assure you that you are a highly valued executive and
that we look forward to your continued contributions to the
Company. To motivate you to continue your high level of commitment
to the Company, you have been selected to be eligible to receive a
special retention bonus in accordance with the terms of this
letter. Your special retention bonus will be in addition to (and
will not be in lieu of) any annual bonus or other incentive
compensation amounts you may otherwise be entitled to receive from
the Company.
The amount of
your potential special retention bonus is $500,000
(the “ Retention Amount ”). Subject to the
conditions below, the Company will pay you your special retention
bonus in cash within 30 days following April 1,
2011.
Conditions
to Special Retention Bonus :
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a.
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If
your employment with the Company terminates before April 1,
2011 for any reason (other than if the Company terminates you
without “ Cause ” or by providing you a
“Notice of Non-Extension” (each as defined in your
employment agreement with the Company) or if you quit for “
Good Reason ” (as defined in your employment agreement
with the Company)), then you will
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