SERP AGREEMENT
THIS AGREEMENT (this "SERP Agreement"), dated as of February 15, 2000, by and
among Sterling Software, Inc., a Delaware corporation (the "Company"), Computer
Associates International, Inc., a Delaware corporation (the "Parent"), and Xxxx
X. Xxxxxx, and individual (the "Executive").
WITNESSETH:
WHEREAS, the Executive is a participant in the Amended and Restated
Supplemental Executive Retirement Plan II (the "SERP");
NOW THEREFORE, the Company, the Parent and the Executive agree as
follows:
1. This SERP Agreement shall be of no force and effect if the
Offer (as defined in the Agreement and Plan of Merger, dated
as of February 14, 2000, among the Parent, Silversmith
Acquisition Corp. and the Company) is not consummated.
2. The Company shall pay to the Executive, within five (5) days
after the date of termination of the Executive's employment
for any reason, a lump sum payment in cash equal to
$3,527,640. Such amount shall be satisfaction in full for the
Company's obligations to the Executive pursuant to the SERP.
IN WITNESS WHEREOF, the parties have caused this SERP
Agreement to be duly executed and delivered as of the first date first written
above.
STERLING SOFTWARE, INC.
By: /s/ Xxx X. XxXxxxxxx, Xx.
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Xxx X. XxXxxxxxx, Xx.
Senior Vice President &
General Counsel
COMPUTER ASSOCIATES
INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Senior Vice President &
General Counsel
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
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