Summary description of special retirement vesting provisions available to certain
On May 19, 2009, the Compensation and Human Resources Committee of the Board of Directors of
CA, Inc. (the Company) approved an amendment to the vesting terms for the one-year performance
award agreements and three-year performance award agreements under Section 4.6 of the Companys
2002 Incentive Plan (Amended and Restated Effective as of April 27, 2007) and the Companys 2007
Incentive Plan, respectively, to certain members of senior management (the Participants) who have
Under the amendment, with respect to the Participants outstanding one-year performance share
awards, such shares will vest 70% on the date of delivery of the shares, with the remaining shares
being forfeited after retirement, instead of one-third of such shares vesting on the date of
delivery, with the remaining shares being forfeited upon retirement.
Under the amendment, with respect to the Participants outstanding three-year performance
share awards, such shares will vest at the end of the applicable performance cycle based upon
actual performance achieved over the entire performance cycle and will prorated based on the number
of days employed from the beginning of the applicable performance cycle through the date of such
Participants retirement, instead of any unvested shares being forfeited upon retirement.