Summary Description of Compensation Arrangement With Kenneth v. Handal (Excerpt From Proxy Statement Dated July 24, 2009). Kenneth v. Handal (Former Executive Vice President, Global Risk & Compliance, and Corporate Secretary) (July 24th, 2009)
In August 2008, Mr. Handals employment agreement with the Company expired and Mr. Handal remained employed as an at-will employee of the Company. In March 2009, Mr. Handal announced his retirement from the Company, effective August 31, 2009. Effective April 1, 2009, Mr. Handal ceased to be an executive officer of the Company and his title became Executive Vice President, Office of the Chief Executive Officer. Mr. Handal is not a participant in the Companys fiscal year 2010 annual performance incentive and long-term incentive plans. The Company expects that Mr. Handal will receive a discretionary cash payment of up to $550,000 upon his retirement, largely reflecting his performance during the transitional period from April 1 to August 31, 2009.
Schedules to CA, Inc. Change in Control Severance Policy (May 23rd, 2008)
Computer Associates International, Inc. Change in Control Severance Policy (November 2nd, 2007)
Acknowledgement (May 30th, 2007)
As you know, on February 23, 2007, the Board of Directors elected you to the office of Executive Vice President, Global Risk & Compliance, such that your full title will be Executive Vice President, Global Risk & Compliance and Corporate Secretary. Since your current Employment Agreement, dated September 25, 2006, makes reference to your previous title, this Acknowledgement confirms that any references to your previous title and related duties and responsibilities are replaced by references to your current title Executive Vice President, Global Risk & Compliance and Corporate Secretary and the duties and responsibilities associated with such new title. You acknowledge and agree to waive, in this instance only (and only regarding the above changes), the Good Reason clause of Section 5(b) (as defined in Appendix A). Such waiver shall be deemed without prejudice (and without use as precedent) to your assertion now or in the future of Good Reason with respect to any other changes, whethe
Amended and Restated Employment Agreement (November 3rd, 2006)
This Amended and Restated Agreement is entered into by and between CA, Inc. (the Company) and Kenneth V. Handal (the Employee) September 25, 2006 (the Effective Date) and amends and restates in its entirety the Employment Agreement between the Company and the Employee, dated as of July 31, 2006 (the Prior Agreement).
Employment Agreement (August 2nd, 2006)
This Agreement is entered into by and between CA, Inc. (the Company) and Kenneth V. Handal (the Employee) as of July 31, 2006 (the Effective Date).
Contract (July 31st, 2006)
EXHIBIT 10.22 COMPUTER ASSOCIATES INTERNATIONAL, INC. CHANGE IN CONTROL SEVERANCE POLICY 1. Purpose. The purpose of the Computer Associates International, Inc. Change in Control Severance Policy (the "POLICY") is to secure the continued services of certain senior executives of the Company and to ensure their continued dedication to their duties in the event of any threat or occurrence of a Change in Control (as defined in Section 2). 2. Definitions. As used in this Policy, the following terms shall have the respective meanings set forth below: (a) "ANNUAL PERFORMANCE BONUS" means the annual cash bonus awarded under the Company's incentive plan, as in effect from time to time (as of the date of adoption of this Policy the "annual performance bonus" within the meaning of Section 4.4 of the Company's 2002 Incentive Plan, amended and restated effective as of March 31, 2004 (the "COMPANY INCENTIVE PLAN")).
AMENDED CERTIFICATE OF DESIGNATION OF SERIES ONE JUNIOR PARTICIPATING PREFERRED STOCK, CLASS a OF CA, INC. (Pursuant to Section 151 of the Delaware General Corporation Law) (March 9th, 2006)
CA, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the Corporation), in accordance with the provisions of Section 103 thereof, DOES HEREBY CERTIFY:
[Letterhead of Computer Associates International, Inc.] (September 27th, 2004)
This is in reference to the letter of August 26, 2004, from Lewis S. Ranieri to your client, Mr. Sanjay Kumar, regarding certain matters with respect to his resignation as an employee of Computer Associates International, Inc.
Deferred Prosecution Agreement Certificate of Corporate Resolution Information Stipulation of Facts (September 22nd, 2004)
The defendant COMPUTER ASSOCIATES INTERNATIONAL, INC. (CA), by its undersigned attorneys, pursuant to authority granted by its Board of Directors in the form of a Board Resolution (a copy of which is attached hereto as Exhibit A), and the United States Attorneys Office for the Eastern District of New York (the Office), hereby enter into this Deferred Prosecution Agreement (the Agreement). Except as specifically provided below, and in accordance with the provisions specified in paragraphs 22 and 24 below, this Agreement shall be in effect for a period of 18 months.
[Computer Associates Logo] (July 30th, 2004)
Congratulations! Computer Associates International, Inc. (CA) is pleased to offer you the position of Executive Vice President and General Counsel, in our office in Islandia, NY, with a direct report to the Chief Executive Officer. Please note this offer is contingent on upon the successful completion and acceptance of our background verification. We expect your start date to be on or about July 1, 2004.