COMPUTER ASSOCIATES INTERNATIONAL, INC.

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ArsQc7oGBbcXi3CZIXpzqTlHLkPMuD1rCQdJnZpM+rHS1uGib0jB8an+9g8mdSBM nM9MtiSv55DUG+2Av7eYTQ== 0000950123-05-004546.txt : 20050415 0000950123-05-004546.hdr.sgml : 20050415 20050415124545 ACCESSION NUMBER: 0000950123-05-004546 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 19 CONFORMED PERIOD OF REPORT: 20050411 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050415 DATE AS OF CHANGE: 20050415 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPUTER ASSOCIATES INTERNATIONAL INC CENTRAL INDEX KEY: 0000356028 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 132857434 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09247 FILM NUMBER: 05752876 BUSINESS ADDRESS: STREET 1: ONE COMPUTER ASSOCIATES PLAZA CITY: ISLANDIA STATE: NY ZIP: 11749 BUSINESS PHONE: 6313425224 MAIL ADDRESS: STREET 1: ONE COMPUTER ASSOCIATES PLAZA CITY: ISLANDIA STATE: NY ZIP: 11749 8-K 1 y07855e8vk.htm COMPUTER ASSOCIATES INTERNATIONAL, INC. COMPUTER ASSOCIATES INTERNATIONAL, INC.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

April 11, 2005

Date of Report: (Date of earliest event reported)

Computer Associates International, Inc.

(Exact Name of Registrant as Specified in Charter)


Delaware	1-9247	13-2857434

(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


One Computer Associates Plaza, Islandia, New York		11749

(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (631) 342-6000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

1. Matters relating to the 2002 Incentive Plan

On April 11, 2005, the Compensation and Human Resource Committee of the Board of Directors (the “Committee”) of Computer Associates International, Inc. (the “Company”) approved the termination of the current long-term incentive program (the “Former LTIP”) and the remaining performance periods thereunder pursuant to its discretion under the Company’s 2002 Incentive Plan (as amended and restated effective as of March 31, 2004) (the “2002 Plan”). Under the Company’s Former LTIP, the award of certain stock-based compensation was based upon the Company’s achievement of specified performance targets using relative total shareholder return as compared to either (i) a software and services industry index of 27 companies or (ii) a system software industry index of 7 companies. The index used to determine each executive’s performance was based upon the applicable performance period. Awards under the Former LTIP were issued as: (i) fair market value stock options, (ii) premium priced stock options and (iii) restricted stock, generally in approximately equal amounts. Three remaining performance periods (April 1, 2003 – March 31, 2006, April 1, 2004 – March 31, 2006 and April 1, 2004 – March 31, 2007) under the Former LTIP were terminated.

The Committee approved the implementation of a new long-term incentive program (the “New LTIP”) which the Committee believes will better serve the Company’s strategic objectives. The New LTIP will use a combination of stock options and other performance based awards, such as performance shares. The specific performance targets that will be used for the performance cycle beginning April 1, 2005 under the New LTIP have not yet been established.

2. Employment Agreement Matters

In connection with the adoption of the New LTIP on April 11, 2005, the Company entered into agreements with certain of its executives whose compensation under their respective employment agreement with the Company is based in part on the Former LTIP (the “Executive Contract Amendments”). The executives are John A. Swainson (President and Chief Executive Officer), Jeff Clarke (Chief Operating Officer), Robert W. Davis (Chief Financial Officer) and Michael J. Christenson (Executive Vice President, Strategy and Business Development). In each case, the executive: (1) waived any and all rights to any payment under the Former LTIP for any performance period ending after March 31, 2005 and (2) agreed that all references in his employment agreement to the Former LTIP are deemed references to the New LTIP, or any successor program that the Company may adopt from time to time (and, where applicable, that any reference to performance periods ending after April 1, 2005, including any established targets for such periods, are changed to performance periods beginning April 1, 2005). In addition, Mr. Swainson’s employment agreement with the Company was amended to eliminate the limit on the maximum award level under the Company’s long-term incentive program. Mr. Swainson is being paid the minimum guaranteed bonus of $333,334 for the fiscal year 2005 pursuant to the terms of his employment agreement.

The foregoing descriptions of the Executive Contract Amendments are qualified in their entirety by reference to such agreements (including schedules and exhibits thereto) copies of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 hereto and are incorporated by reference herein.

3. Other Executive Compensation Matters

On April 11, 2005, the Company made grants under the 2002 Plan, including the Former LTIP, for the period ending March 31, 2005 to the following 11 executive officers of the Company: Russell M. Artzt (Executive Vice President, Products), Mark J. Barrenechea (Executive Vice President, Technology Strategy), Jeff Clarke (Chief Operating Officer), Gregory W. Corgan (Executive Vice President, World Wide Direct Sales), Kenneth Cron (Former Interim CEO), Yogesh K. Gupta (Senior Vice President and Chief Technology Officer), Kenneth V. Handal (Executive Vice President and General Counsel), Una O’Neill (Senior Vice President), Gary Quinn (Executive Vice President), Douglas Robinson (Corporate Controller) and Mary Stravinskas (Senior Vice President and Treasurer). The aggregate awards, by type of award, were: (i) 234,117 shares of restricted stock; (ii) 558,916 fair market value stock options and (iii) 234,117 premium priced stock options. These awards reflect a combination of awards under the Former LTIP and discretionary option awards made pursuant to the 2002 Plan. Grants made in respect of fiscal year 2005 under the 2002 Plan were made pursuant to the forms of award agreements either previously filed as exhibits to the Company’s filings with the Securities and Exchange Commission or filed herewith. Mr. Cron’s awards vest immediately and are exercisable for five years following Mr. Cron’s date of termination of employment with the Company. Mr. Cron will no longer be an employee of the Company by the end of April, 2005.

The foregoing description of the grants made to the above-referenced executives are qualified in their entirety by reference to the applicable form of award agreement previously filed with the Securities and Exchange Commission or filed (including schedules and exhibits thereto) as Exhibits 10.5, 10.6, 10.7, 10.8, 10.9, 10.10 and 10.11 hereto and incorporated by reference herein.

4. Other Fee Matters

Under the Company’s 2003 Compensation Plan for Non-Employee Directors (the “Plan”), each non-employee director receives an annual fee (currently $150,000) that is paid in the form of deferred stock units, except that up to 50% of such fee may be paid in cash, at the director’s election.

Lewis S. Ranieri was elected non-executive Chairman of the Board of the Company in April 2004. Since that time, except as provided below, he has not received any additional director fees for his service as non-executive Chairman, although he has continued to receive the annual fee under the Plan. In the opinion of the Board of Directors, Mr. Ranieri has rendered extraordinary service to the Company as non-executive Chairman during the past year and has devoted substantially more time to the Company’s affairs than was anticipated at the time of his election, including guiding the Company through the negotiations to resolve its government investigations and building a new senior

management team. In addition, the Board recognized that Mr. Ranieri has business and personal activities outside the Company and that his service to the Company substantially limited his options for travel this past year. Making Company aircraft available to Mr. Ranieri has enabled him to meet his other obligations without diminishing his efforts on behalf of the Company. In view of these considerations, the Board (with Mr. Ranieri abstaining), on the recommendation of the Corporate Governance Committee, determined on April 12, 2005 that Mr. Ranieri should receive additional director fees for the fiscal year ended March 31, 2005, which have been paid in the form of making Company aircraft available to him for use on non-Company business and personal matters during that fiscal year.

These additional fees totaled approximately $160,000, which represents the Company’s incremental cost of Mr. Ranieri’s use of the aircraft (plus first-class airfare for family members who accompanied him on certain flights) during fiscal year 2005. As a result, and excluding the fourth quarter Plan fee described below, his total director fees for fiscal year 2005 were $272,500. In light of this increase, Mr. Ranieri has informed the Board that he does not intend to accept any director fees for his service on the Board during the fourth quarter of fiscal year 2005 (including the quarterly fee of $37,500 payable under the Plan) or during the current fiscal year (including the annual Plan fee).

As disclosed in the Company’s proxy statement filed with the Securities and Exchange Commission on July 29, 2004, on the recommendation of the Corporate Governance Committee, the Company made contributions to several charities in Mr. Ranieri’s honor.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On April 11, 2005, the Board of Directors of the Company elected Ron Zambonini as a member of the Board. Mr. Zambonini will serve as a member of the Special Litigation Committee of the Board. The Special Litigation Committee was established by the Board on February 1, 2005 and is composed of William E. McCracken and Mr. Zambonini, who replaces Laura Unger. The Special Litigation Committee has been given the authority to control and determine the Company’s response to a stockholder derivative action pending in the United States District Court for the Eastern District of New York entitled Computer Associates International, Inc. Derivative Litigation, No. 04-CIV-2697, as well as motions that have been made by certain stockholders of the Company to reopen the December 2003 settlements of a stockholder derivative action and two class actions with respect to certain current and former directors and officers of the Company.

Item 7.01 Regulation FD Disclosure

On February 16, 2005, the Company announced that it had named Michael J. Christenson as Executive Vice President, Strategy and Business Development. A copy of the press release issued by the Company is attached hereto as Exhibit 99.1.

On April 4, 2005, the Company announced that it had named Donald R. Friedman as Executive Vice President and Chief Marketing Officer. A copy of the press release issued by the Company is attached hereto as Exhibit 99.2.

On April 12, 2005, the Company announced that it had appointed Ron Zambonini to the Board of Directors. A copy of the press release issued by the Company is attached hereto as Exhibit 99.3.

Item 8.01 Other Events

On March 23, 2005, the Company entered into an employment agreement (the “Friedman Agreement”) with Donald R. Friedman, who has since been named Executive Vice President and Chief Marketing Officer as of April 11, 2005.

Under the terms of the Friedman Agreement, Mr. Friedman will receive a base salary of $400,000 per year. With regard to fiscal years 2006, 2007 and 2008, Mr. Friedman is eligible to receive a target cash bonus of at least $400,000 (pursuant to the 2002 Plan or any successor plan). In addition, Mr. Friedman received (i) an initial restricted stock grant of 10,000 shares of the Company’s Common Stock vesting one-third per year beginning one year after the date of grant and (ii) an initial stock option grant for 50,000 shares of the Company’s Common Stock with an exercise price equal to the fair market value of the Common Stock on the date of grant and a ten-year term, vesting one-third per year beginning one year after the date of grant. He will also participate in other employee benefit plans and programs available to executives of the Company.

The Friedman Agreement has an initial term of three years from the effective date of his employment, unless terminated earlier or extended in accordance with its terms. If Mr. Friedman’s employment is terminated by the Company without “cause” or by Mr. Friedman for “good reason” (as those terms are described in the Friedman Agreement) prior to the expiration of the term, he will receive a lump sum cash amount equal to his base salary.

The foregoing description of the Friedman Agreement is qualified in its entirety by reference to such agreement (including schedules and exhibits thereto) a copy of which is filed as Exhibit 10.12 hereto and incorporated by reference herein.

On February 14, 2005, the Company entered into an employment agreement (the “Christenson Agreement”) with Michael J. Christenson, who has since been named Executive Vice President of Strategy and Business Development as of April 11, 2005.

Under the terms of the Christenson Agreement, Mr. Christenson will receive a base salary of $525,000 per year. In addition, Mr. Christenson will be eligible to receive (i) a target annual cash bonus of $525,000 and (ii) a long-term performance award for the performance period beginning April 1, 2005 under the Company’s New LTIP (as described in Section 1.01, above) with a target of at least $2,200,000. He will also receive an award of 14,000 restricted shares of the Company’s Common Stock vesting one-third per year beginning one year after the date of grant. Mr. Christenson will also participate in other employee benefit plans and programs available to executives of the Company.

The Christenson Agreement has an initial term of two years and is scheduled to expire on February 14, 2007, unless terminated earlier or extended in accordance with its terms. In the event that Mr. Christenson’s employment is terminated by the Company “without cause” or by Mr. Christenson for “good reason” (as those terms are defined in the Christenson Agreement), he will receive (i) one times his annual base salary and (ii) a pro-rated annual bonus equal to the target level of his annual bonus for the fiscal year in which the termination occurs pro-rated for the number of days actually worked prior to such termination.

The foregoing description of the Christenson Agreement is qualified in its entirety by reference to such agreement (including schedules and exhibits thereto) a copy of which is filed as Exhibit 10.13 hereto and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits


		Exhibit 10.1		Agreement, dated April 11, 2005, between Computer Associates International, Inc. and John A. Swainson

		Exhibit 10.2		Agreement, dated April 11, 2005, between Computer Associates International, Inc. and Jeff Clarke

		Exhibit 10.3		Agreement, dated April 11, 2005, between Computer Associates International, Inc. and Robert W. Davis

		Exhibit 10.4		Agreement, dated April 11, 2005, between Computer Associates International, Inc. and Michael J. Christenson

		Exhibit 10.5		Form of Stock Option Agreement

		Exhibit 10.6		Form of Stock Option Agreement

		Exhibit 10.7		Form of Stock Option Agreement

		Exhibit 10.8		Form of Stock Option Agreement

		Exhibit 10.9		Form of Restricted Stock Agreement

		Exhibit 10.10		Form of Restricted Stock Agreement

		Exhibit 10.11		Form of Restricted Stock Agreement

		Exhibit 10.12		Employment Agreement, dated March 23, 2005, between Computer Associates International, Inc. and Donald R. Friedman


		Exhibit 10.13		Employment Agreement, dated February 14, 2005, between Computer Associates International, Inc. and Michael J. Christenson

		Exhibit 99.1		Press Release dated February 16, 2005

		Exhibit 99.2		Press Release dated April 4, 2005

		Exhibit 99.3		Press Release dated April 12, 2005

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Computer Associates International, Inc.

Dated: April 15, 2005 By: /s/ Kenneth V. Handal
Kenneth V. Handal
Executive Vice President, General Counsel
and Corporate Secretary

EX-10.1 2 y07855exv10w1.htm EX-10.1 AGREEMENT WITH JOHN A. SWAINSON EX-10.1

Exhibit 10.1

April 11, 2005

ACKNOWLEDGEMENT

As we discussed, the Company has determined to terminate its Long Term Performance program (the “Old Program”) for all performance periods ending after March 31, 2005. Effective April 1, 2005, the Old Program is being replaced with a combination of stock-based incentives which the Company believes better serves its strategic objectives (the “New Program”). Your employment agreement dated November 22, 2004 (your “Employment Agreement”) makes reference to the Old Program in section 3(c) and this will confirm that you and we agree that such references are to be considered references to the New Program and any successor program that the Company may adopt from time to time. Further, in consideration of your eligibility to participate in the New Program, you agree that:

1. You hereby waive any and all rights to any payments under the Old Program for any performance period ending after March 31, 2005; and

2. The last sentence of section 3(c) of your Employment Agreement is hereby deleted.

Except as modified by this letter, the terms of your Employment Agreement remain unchanged. Please acknowledge your agreement to the terms of this letter and the modifications of your Employment Agreement by signing and dating the enclosed copy of this letter.


		Sincerely,

		/s/ Andrew Goodman
		Andrew Goodman
		Senior Vice President, Human Resources

Agreed to and accepted by:

/s/ John Swainson
John Swainson

EX-10.2 3 y07855exv10w2.htm EX-10.2 AGREEMENT WITH JEFF CLARKE EX-10.2

Exhibit 10.2

April 11, 2005

ACKNOWLEDGEMENT

As we discussed, the Company has determined to terminate its Long Term Performance program (the “Old Program”) for all performance periods ending after March 31, 2005. Effective April 1, 2005, the Old Program is being replaced with a combination of stock-based incentives which the Company believes better serves its strategic objectives (the “New Program”). Your employment agreement dated November 22, 2004 (your “Employment Agreement”) makes reference to the Old Program in section(s) 3(b)(ii)(B), 3(c)(ii)(A), 3(c)(iv) and 5(b)(iii) and this will confirm that you and we agree that such references are to be considered references to the New Program and any successor program that the Company may adopt from time to time. Further, in consideration of your eligibility to participate in the New Program, you agree that:

1. You hereby waive any and all rights to any payments under the Old Program for any performance period ending after March 31, 2005;

2. Section 3(b)(ii)(B) of your Employment Agreement will be deleted and replaced by the following: “Executive shall be eligible to receive a targeted Long-Term Performance Bonus of at least $3,050,000 under the 2002 Plan or any successor plan for the period beginning April 1, 2005, pursuant to the terms and conditions set forth by the Compensation Committee and set forth in the grant agreement(s) to the Executive.”

3. The parenthetical in section 3(c)(ii)(A) of your Employment Agreement beginning with “(which represents the sum of ...” and ending with “fiscal year during which his termination occurs)....” is hereby deleted.

4. The references in section 3(c)(iv) of your Employment Agreement to the “Long –Term Performance Bonus payable under the terms of the 2002 Plan” and the “Resolutions for the fiscal year ending March 31, 2006” are hereby replaced with references to the Long-Term Performance Bonus payable under the New Program for the fiscal year beginning April 1, 2005 and any resolutions thereunder, respectively.

5. You hereby agree that your waiver of rights under the Old Program and your participation in the New Program as provided in this Acknowledgement will not constitute a reason to terminate your employment “for good reason” under section 5(b)(iii) of your Employment Agreement. As of the date of this Acknowledgement, Section 5(b)(iii) of your Employment Agreement is hereby deleted and replaced with the following:

“(iii) (A) any reduction by the Compensation Committee in the amount of Executive’s 2006 Annual Performance Bonus that results in the amount of such Bonus being less than 75% of the amount determined pursuant to the formula specified in the Resolution or (B) any reduction by the Compensation Committee in

the amount of Executive’s Long-Term Performance Bonus for the period beginning on April 1, 2005 that results in the aggregate value of any options and shares (whether or not subject to restrictions) issued to the Executive prior to May 1, 2006 with respect to such Bonus, as determined by the Compensation Committee consistent with the terms of the Long-Term Performance Bonus program, being less than 75% of two-thirds of the actual target amount with respect to such Bonus, in each case, other than (1) any such reduction that is consistent with reductions for all executive vice presidents and above level officers eligible for awards under the 2006 Annual performance Bonus program or the Long-Term Performance Bonus for the period beginning on April 1, 2005, as applicable, (2) any such reduction agreed to by Executive in writing or (3) any insubstantial or inadvertent reduction by the Compensation Committee that is not in bad faith and is cured promptly on Executive’s giving the Company notice,”


		Sincerely,

		/s/ Andrew Goodman
		Andrew Goodman
		Senior Vice President, Human Resources

Agreed to and accepted by:

/s/ Jeff Clarke
Jeff Clarke

EX-10.3 4 y07855exv10w3.htm EX-10.3 AGREEMENT WITH ROBERT W. DAVIS EX-10.3

Exhibit 10.3

April 11, 2005

ACKNOWLEDGEMENT

As we discussed, the Company has determined to terminate its Long Term Performance program (the “Old Program”) for all performance periods ending after March 31, 2005. Effective April 1, 2005, the Old Program is being replaced with a combination of stock-based incentives which the Company believes better serves its strategic objectives (the “New Program”). Your employment agreement dated February 1, 2005 (your “Employment Agreement”) makes reference to the Old Program in section 3(c) and this will confirm that you and we agree that such references are to be considered references to the New Program and any successor program that the Company may adopt from time to time. Further, in consideration of your eligibility to participate in the New Program, you agree that:

1. You hereby waive any and all rights to any payments under the Old Program for any performance period ending after March 31, 2005; and

2. The last sentence of section 3(c) of your Employment Agreement is hereby deleted and replaced with the following: “The target award level under the Company’s Long-Term Incentive Plan will be at least $2,200,000 for the award period beginning April 1, 2005.”


		Sincerely,

		/s/ Andrew Goodman
		Andrew Goodman
		Senior Vice President, Human Resources

Agreed to and accepted by:

/s/ Robert W. Davis
Robert W. Davis

EX-10.4 5 y07855exv10w4.htm EX-10.4 AGREEMENT WITH MICHAEL J. CHRISTENSON EX-10.4

Exhibit 10.4

April 11, 2005

ACKNOWLEDGEMENT

As we discussed, the Company has determined to terminate its Long Term Performance program (the “Old Program”) for all performance periods ending after March 31, 2005. Effective April 1, 2005, the Old Program is being replaced with a combination of stock-based incentives which the Company believes better serves its strategic objectives (the “New Program”). Your employment agreement dated February 14, 2005 (your “Employment Agreement”) makes reference to the Old Program in section 3(c) and this will confirm that you and we agree that such references are to be considered references to the New Program and any successor program that the Company may adopt from time to time. Further, in consideration of your eligibility to participate in the New Program, you agree that:

1. You hereby waive any and all rights to any payments under the Old Program for any performance period ending after March 31, 2005; and

2. Section 3(c) of your Employment Agreement is hereby amended to replace the reference to the “targeted Long-Term Performance Bonus of $2,200,000 for the period from April 1, 2005 through March 31, 2006 under the Company’s Long-Term Performance Bonus program as set forth in Section 4.5 of the Incentive Plan” with the following language: “targeted Long-Term Performance Bonus of at least $2,200,000 for the period beginning April 1, 2005 under the Company’s Long-Term Performance Bonus program under the Incentive Plan or any successor plan.”


		Sincerely,

		/s/ Andrew Goodman
		Andrew Goodman
		Senior Vice President, Human Resources

Agreed to and accepted by:

/s/ Michael Christenson
Michael Christenson

EX-10.5 6 y07855exv10w5.htm EX-10.5 FORM OF STOCK OPTION AGREEMENT EX-10.5

Exhibit 10.5

(LARGE COMPUTER ASSOCIATES LOGO)
Computer Associates International, Inc.
Non-Qualified Stock Option Certificate



Name of Option Holder		EMPLID


	Option Number
	Total Number of Shares Granted			XXXXX
	Option Date
	Exercise Price Per Share			$



				Percentage (%) of Option Shares With Respect to Which
	Vesting Date			Optionee Has a Vested Option to Exercise
	Grant date			33 1/3 %
	1^st anniversary of grant date			33 1/3 %
	2^nd anniversary of grant date			33 1/3 %

    Vested rights shall be calculated only in terms of full years (for example, from one anniversary date to the next) and no partial vesting credit shall be given for partial years of employment.

    This option shall expire and shall not be exercisable after the expiration of ten (10) years from the date it is granted.

2.   Stock to be Delivered

    Stock to be delivered upon the exercise of this option may constitute an original issue of authorized stock or may consist of treasury stock.

3.   Exercise of Option

    Each election to exercise this option shall be made, by delivering to the Company or its agent a properly executed exercise notice, together with irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds with respect to the portion of shares to be acquired upon exercise. Exercise of this option will not be permitted if the Company determines, in its sole and absolute discretion, that issuance of shares at that time could violate any law or regulation.

    In the event an option is exercised by the executor or administrator of a deceased Optionee, or by the person or persons to whom the option has been transferred by the Optionee’s will or the applicable laws of descent and distribution, the Company shall be under no obligation to deliver stock there under unless and until the Company is satisfied that the person or persons exercising the option is or are the duly appointed executor(s) or administrator(s) of the deceased Optionee or the person to whom the option has been transferred by the Optionee’s will or by the applicable laws of descent and distribution.

4.   Payment for and Delivery of Stock

    Payment in full by cash, certified check, bank draft, wire transfer or postal or express money order shall be made for all shares for which this option is exercised at the time of such exercise, and no shares shall be delivered until such payment is made.

    Alternatively, payment may be made by (i) delivering to the Company a properly executed exercise notice, together with irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds with respect to the portion of the shares to be acquired upon exercise having a Fair Market Value on the date of exercise equal to the sum of the applicable portion of the exercise price being so paid, (ii) tendering to the Company (by physical delivery or by attestation) certificates representing shares of outstanding common stock, par value $.10, of the Company that have been held by the Optionee for at least six months prior to exercise, having a Fair Market Value on the day prior to the date of exercise equal to the applicable portion of the exercise price being so paid, together with stock powers duly executed and with signature guaranteed; or (iii) any combination of the foregoing. Notwithstanding the foregoing, a form of payment will not be available if the Company determines, in its sole and absolute discretion, that such form of payment could violate any law or regulation.

    The Company shall not be obligated to deliver any stock unless and until (i) satisfactory arrangements have been made with the Company for the payment of any applicable tax withholding obligations, (ii) all applicable federal and state laws and regulations have been complied with, (iii) in the event the outstanding common stock is at the time listed upon any stock exchange, the shares to be delivered have been listed, or authorized to be listed upon official notice of issuance upon the exchanges where it is listed, and (iv) all legal matters in connection with the issuance and delivery of the shares have been approved by counsel of the Company. The Optionee shall have no rights of a stockholder until the stock is actually delivered to him.

5.   Recovery and Reimbursement of Option Gain

    The Company shall have the right to recover, or receive reimbursement for, any compensation or profit realized by the exercise of this option or by the disposition of any option shares to the extent that the Company has such a right of recovery or reimbursement under applicable securities laws.

6.   Transferability of Options

    Except as provided below, this option may not be transferred by the Optionee otherwise than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined in Section 414(p) of the Internal Revenue Code, and during the Optionee’s lifetime this option may be exercised only by the Optionee. Notwithstanding the foregoing, this option may be transferred by the Optionee to members of his or her immediate family or to one or more trusts for the benefit of such family members or to one or more partnerships in which such family members are the only partners provided that (i) the optionee does not receive any consideration for such transfer, (ii) written notice of any proposed transfer and the details thereof shall have been furnished to the Compensation and Human Resource Committee at least three (3) days in advance of such transfer, and (iii) the Compensation and Human Resource Committee consents to the transfer in writing. Options transferred pursuant to this provision will continue to be subject to the same terms and conditions that were applicable to such options immediately prior to transfer and the option may be exercised by the transferee only to the same extent that the option could have been exercised by the Optionee had no transfer been made. For this purpose, the Optionee’s “family members” shall include the Optionee’s spouse, children, grandchildren, parents, grandparents (whether natural step, adopted or in-laws) siblings, nieces, nephews and grandnieces and grand nephews.

7.   Termination of Employment or Consultancy

    Upon termination of employment or consultancy, other than termination of employment or consultancy by reason of (i) Retirement, as defined in the Plan, (ii) disability, or (iii) death, any portion of this option that has not become vested as of the date of termination shall immediately terminate and any portion of this option that has already vested as of such date shall terminate thirty (30) days after termination of employment or consultancy or the expiration date of the option, whichever occurs first.

8.   Retirement

    In the event of the Optionee’s Retirement, as defined in the Plan, from the employ of Company or any subsidiary, any portion of this option that has not become vested as of the date of Retirement shall immediately terminate and any portion of this option that has already vested as of such date shall terminate one (1) year after such Retirement or on the expiration date of the option, whichever occurs first.

9.   Disability

    In the event of termination of employment of the Optionee because of disability, any unexercised portion of this option held by the Optionee at the date of such termination (vested and unvested) will immediately become exercisable in full and will remain exercisable by the Optionee for a period of one (1) year or the remaining term of the option, whichever is shorter.

10.   Death

    If an Optionee dies while employed by the Company, any unexercised portion of this option held by the Optionee at his date of death (vested and unvested) will immediately become exercisable in full and will remain exercisable by the estate of the deceased Optionee or the person given authority to exercise his options by his will or by operation of law for a period of one (1) year or the remaining term of the option, whichever is shorter.

11.   Changes In Stock

    In the event of any stock split, reverse stock split, dividend or other distribution (whether in the form of cash, shares, other securities or other property), extraordinary cash dividend, recapitalization, merger, consolidation, split-up, spin-off, reorganization, combination, repurchase or exchange of shares or other securities, the issuance of warrants or other rights to purchase shares or other securities, or other similar corporate transaction or event, the number and kind of shares of stock of the Company covered by this option, the option price and other relevant provisions may be appropriately adjusted by the Compensation and Human Resource Committee, in its discretion, to the extent necessary to prevent dilution or enlargement of the benefits or potential benefits intended to be provided by this option. Any such determinations and adjustments made by the Compensation and Human Resource Committee shall be binding on all persons. In the event of (i) a consolidation or merger in which the Company is not the surviving corporation, (ii) a consolidation or merger in which the Company is the surviving corporation but holders of shares receive securities or another corporation, or (iii) a sale of substantially all of the Company’s assets (as an entirety) or capital stock to another person, this option shall be deemed to apply to the equivalent amount of securities, cash or other property that is received by Company stockholders in exchange for their Company shares pursuant to such transaction; provided, however, that the Compensation and Human Resource Committee may, in its discretion, either (i) provide, upon written notice to the Optionee, that this option shall terminate as of the date specified in such notice (in which case the Compensation and Human Resource Committee may, but does not have to, accelerate the vesting of any portion of this option that has not already vested as of the date such notice is provided to the Optionee), or (ii) cancel this option and in consideration of such cancellation pay to the Optionee an amount in cash with respect to each share then remaining under the option equal to the difference between the Fair Market Value of such share on the date of cancellation (or, if greater, the per share value of the consideration received by Company stockholders as a result of the merger, consolidation, reorganization or sale) and the per share exercise price of the option.

12.   Continuance of Employment

    This option shall not be deemed to obligate the Company or any subsidiary to retain the Optionee in its employ for any period.

    IN WITNESS WHEREOF, Computer Associates International, Inc. has caused this certificate to be executed by the President and CEO. This option is granted at the Company’s principal executive office, One Computer Associates Plaza, Islandia, New York 11749, on the date stated above.


Computer Associates International, Inc.

By

		John A. Swainson
		President and CEO

EX-10.6 7 y07855exv10w6.htm EX-10.6 FORM OF STOCK OPTION AGREEMENT EX-10.6

Exhibit 10.6

(LARGE COMPUTER ASSOCIATES LOGO)
Computer Associates International, Inc.
Non-Qualified Stock Option Certificate



Name of Option Holder		EMPLID


	Option Number
	Total Number of Shares Granted			XXXXX
	Option Date
	Exercise Price Per Share			$



				Percentage (%) of Option Shares With Respect to Which
	Anniversary Date			Optionee Has a Vested Option to Exercise
	1^st			33 1/3 %
	2^nd			33 1/3 %
	3^rd			33 1/3 %

4.   Payment for and Delivery of Stock

    Payment in full by cash, certified check, bank draft, wire transfer or postal or express money order shall be made for all shares for which this option is exercised at the time of such exercise, and no shares shall be delivered until such payment is made.

    Alternatively, payment may be made by (i) delivering to the Company a properly executed exercise notice, together with irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds with respect to the portion of the shares to be acquired upon exercise having a Fair Market Value on the date of exercise equal to the sum of the applicable portion of the exercise price being so paid, (ii) tendering to the Company (by physical delivery or by attestation) certificates representing shares of outstanding common stock, par value $.10, of the Company that have been held by the Optionee for at least six months prior to exercise, having a Fair Market Value on the day prior to the date of exercise equal to the applicable portion of the exercise price being so paid, together with stock powers duly executed and with signature guaranteed; or (iii) any combination of the foregoing. Notwithstanding the foregoing, a form of payment will not be available if the Company determines, in its sole and absolute discretion, that such form of payment could violate any law or regulation.

    The Company shall not be obligated to deliver any stock unless and until (i) satisfactory arrangements have been made with the Company for the payment of any applicable tax withholding obligations, (ii) all applicable federal and state laws and regulations have been complied with, (iii) in the event the outstanding common stock is at the time listed upon any stock exchange, the shares to be delivered have been listed, or authorized to be listed upon official notice of issuance upon the exchanges where it is listed, and (iv) all legal matters in connection with the issuance and delivery of the shares have been approved by counsel of the Company. The Optionee shall have no rights of a stockholder until the stock is actually delivered to him.

5.   Recovery and Reimbursement of Option Gain

    The Company shall have the right to recover, or receive reimbursement for, any compensation or profit realized by the exercise of this option or by the disposition of any option shares to the extent that the Company has such a right of recovery or reimbursement under applicable securities laws.

6.   Transferability of Options

    Except as provided below, this option may not be transferred by the Optionee otherwise than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined in Section 414(p) of the Internal Revenue Code, and during the Optionee’s lifetime this option may be exercised only by the Optionee. Notwithstanding the foregoing, this option may be transferred by the Optionee to members of his or her immediate family or to one or more trusts for the benefit of such family members or to one or more partnerships in which such family members are the only partners provided that (i) the optionee does not receive any consideration for such transfer, (ii) written notice of any proposed transfer and the details thereof shall have been furnished to the Compensation and Human Resource Committee at least three (3) days in advance of such transfer, and (iii) the Compensation and Human Resource Committee consents to the transfer in writing. Options transferred pursuant to this provision will continue to be subject to the same terms and conditions that were applicable to such options immediately prior to transfer and the option may be exercised by the transferee only to the same extent that the option could have been exercised by the Optionee had no transfer been made. For this purpose, the Optionee’s “family members” shall include the Optionee’s spouse, children, grandchildren, parents, grandparents (whether natural step, adopted or in-laws) siblings, nieces, nephews and grandnieces and grand nephews.

7.   Termination of Employment or Consultancy

    Upon termination of employment or consultancy, other than termination of employment or consultancy by reason of (i) Retirement, as defined in the Plan (ii) disability, or (iii) death, any portion of this option that has not become vested as of the date of termination shall immediately terminate and any portion of this option that has already vested as of such date shall terminate thirty (30) days after termination of employment or consultancy or the expiration date of the option, whichever occurs first.

8.   Retirement

    In the event of the Optionee’s Retirement, as defined in the Plan, from the employ of Company or any subsidiary, any portion of this option that has not become vested as of the date of Retirement shall immediately terminate and any portion of this option that has already vested as of such date shall terminate one (1) year after such Retirement or on the expiration date of the option, whichever occurs first.

9.   Disability

    In the event of termination of employment of the Optionee because of disability, any unexercised portion of this option held by the Optionee at the date of such termination (vested and unvested) will immediately become exercisable in full and will remain exercisable by the Optionee for a period of one (1) year or the remaining term of the option, whichever is shorter.

10.   Death

    If an Optionee dies while employed by the Company, any unexercised portion of this option held by the Optionee at his date of death (vested and unvested) will immediately become exercisable in full and will remain exercisable by the estate of the deceased Optionee or the person given authority to exercise his options by his will or by operation of law for a period of one (1) year or the remaining term of the option, whichever is shorter.


Computer Associates International, Inc.

By

		John A. Swainson
		President and CEO

EX-10.7 8 y07855exv10w7.htm EX-10.7 FORM OF STOCK OPTION AGREEMENT EX-10.7

Exhibit 10.7

(LARGE COMPUTER ASSOCIATES LOGO)
Computer Associates International, Inc.
Non-Qualified Stock Option Certificate



Name of Option Holder		EMPLID


	Option Number
	Total Number of Shares Granted			XXXXX
	Option Date
	Exercise Price Per Share			$

    NON-QUALIFIED STOCK OPTION granted by Computer Associates International, Inc., a Delaware corporation, (the “Company”) to the above-named option holder (the “Optionee”), an employee or consultant of the Company or one of its subsidiaries, pursuant to the Computer Associates International, Inc. 2002 Incentive Plan (the ‘”Plan”), the terms of which are incorporated herein by reference and which, in the event of any conflict, shall control over the terms contained herein.

1.   Grant and Vesting Option

    The Company hereby grants to the Optionee an option to purchase on the terms herein provided a total of the number of shares of common stock, $.10 par value, of the Company set forth above, at an exercise price per share as set forth above. This option is fully vested as of the grant date and it, or any portion thereof, may be immediately exercised.

    This option shall expire and shall not be exercisable after the expiration of ten (10) years from the date it is granted.

2.   Stock to be Delivered

    Stock to be delivered upon the exercise of this option may constitute an original issue of authorized stock or may consist of treasury stock.

3.   Exercise of Option

    Each election to exercise this option shall be made, by delivering to the Company or its agent a properly executed exercise notice, together with irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds with respect to the portion of shares to be acquired upon exercise. Exercise of this option will not be permitted if the Company determines, in its sole and absolute discretion, that issuance of shares at that time could violate any law or regulation.

    In the event an option is exercised by the executor or administrator of a deceased Optionee, or by the person or persons to whom the option has been transferred by the Optionee’s will or the applicable laws of descent and distribution, the Company shall be under no obligation to deliver stock there under unless and until the Company is satisfied that the person or persons exercising the option is or are the duly appointed executor(s) or administrator(s) of the deceased Optionee or the person to whom the option has been transferred by the Optionee’s will or by the applicable laws of descent and distribution.

4.   Payment for and Delivery of Stock

    Payment in full by cash, certified check, bank draft, wire transfer or postal or express money order shall be made for all shares for which this option is exercised at the time of such exercise, and no shares shall be delivered until such payment is made.

    Alternatively, payment may be made by (i) delivering to the Company a properly executed exercise notice, together with irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds with respect to the portion of the shares to be acquired upon exercise having a Fair Market Value on the date of exercise equal to the sum of the applicable portion of the exercise price being so paid, (ii) tendering to the Company (by physical delivery or by attestation) certificates representing shares of outstanding common stock, par value $.10, of the Company that have been held by the Optionee for at least six months prior to exercise, having a Fair Market Value on the day prior to the date of exercise equal to the applicable portion of the exercise price being so paid, together with stock powers duly executed and with signature guaranteed; or (iii) any combination of the foregoing. Notwithstanding the foregoing, a form of payment will not be available if the Company determines, in its sole and absolute discretion, that such form of payment could violate any law or regulation.

    The Company shall not be obligated to deliver any stock unless and until (i) satisfactory arrangements have been made with the Company for the payment of any applicable tax withholding obligations, (ii) all applicable federal and state laws and regulations have been complied with, (iii) in the event the outstanding common stock is at the time listed upon any stock exchange, the shares to be delivered have been listed, or authorized to be listed upon official notice of issuance upon the exchanges where it is listed, and (iv) all legal matters in connection with the issuance and delivery of the shares have been approved by counsel of the Company. The Optionee shall have no rights of a stockholder until the stock is actually delivered to him.

5.   Recovery and Reimbursement of Option Gain

    The Company shall have the right to recover, or receive reimbursement for, any compensation or profit realized by the exercise of this option or by the disposition of any option shares to the extent that the Company has such a right of recovery or reimbursement under applicable securities laws.

6.   Transferability of Options

    Except as provided below, this option may not be transferred by the Optionee otherwise than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined in Section 414(p) of the Internal Revenue Code, and during the Optionee’s lifetime this option may be exercised only by the Optionee. Notwithstanding the foregoing, this option may be transferred by the Optionee to members of his or her immediate family or to one or more trusts for the benefit of such family members or to one or more partnerships in which such family members are the only partners provided that (i) the optionee does not receive any consideration for such transfer, (ii) written notice of any proposed transfer and the details thereof shall have been furnished to the Compensation and Human Resource Committee at least three (3) days in advance of such transfer, and (iii) the Compensation and Human Resource Committee consents to the transfer in writing. Options transferred pursuant to this provision will continue to be subject to the same terms and conditions that were applicable to such options immediately prior to transfer and the option may be exercised by the transferee only to the same extent that the option could have been exercised by the Optionee had no transfer been made. For this purpose, the Optionee’s “family members” shall include the Optionee’s spouse, children, grandchildren, parents, grandparents (whether natural step, adopted or in-laws) siblings, nieces, nephews and grandnieces and grand nephews.

7.   Termination of Employment or Consultancy

    Upon any termination of employment or consultancy, this option shall terminate five (5) years after termination of employment or consultancy or the expiration date of the option, whichever occurs first.

8.   Changes In Stock

    In the event of any stock split, reverse stock split, dividend or other distribution (whether in the form of cash, shares, other securities or other property), extraordinary cash dividend, recapitalization, merger, consolidation, split-up, spin-off, reorganization, combination, repurchase or exchange of shares or other securities, the issuance of warrants or other rights to purchase shares or other securities, or other similar corporate transaction or event, the number and kind of shares of stock of the Company covered by this option, the option price and other relevant provisions may be appropriately adjusted by the Compensation and Human Resource Committee, in its discretion, to the extent necessary to prevent dilution or enlargement of the benefits or potential benefits intended to be provided by this option. Any such determinations and adjustments made by the Compensation and Human Resource Committee shall be binding on all persons. In the event of (i) a consolidation or merger in which the Company is not the surviving corporation, (ii) a consolidation or merger in which the Company is the surviving corporation but holders of shares receive securities or another corporation, or (iii) a sale of substantially all of the Company’s assets (as an entirety) or capital stock to another person, this option shall be deemed to apply to the equivalent amount of securities, cash or other property that is received by Company stockholders in exchange for their Company shares pursuant to such transaction; provided, however, that the Compensation and Human Resource Committee may, in its discretion, either (i) provide, upon written notice to the Optionee, that this option shall terminate as of the date specified in such notice (in which case the Compensation and Human Resource Committee may, but does not have to, accelerate the vesting of any portion of this option that has not already vested as of the date such notice is provided to the Optionee), or (ii) cancel this option and in consideration of such cancellation pay to the Optionee an amount in cash with respect to each share then remaining under the option equal to the difference between the Fair Market Value of such share on the date of cancellation (or, if greater, the per share value of the consideration received by Company stockholders as a result of the merger, consolidation, reorganization or sale) and the per share exercise price of the option.

9.   Continuance of Employment

    This option shall not be deemed to obligate the Company or any subsidiary to retain the Optionee in its employ for any period.

10.   Incorporation by Reference of Employment Agreement

    Notwithstanding any of the foregoing, this stock option grant shall be subject to the applicable terms and conditions of the Employment Agreement entered into by and between Computer Associates International, Inc. and the Optionee, dated as of [___], which are incorporated herein by reference.

    IN WITNESS WHEREOF, Computer Associates International, Inc. has caused this certificate to be executed by the President and CEO. This option is granted at the Company’s principal executive office, One Computer Associates Plaza, Islandia, New York 11749, on the date stated above.


Computer Associates International, Inc.

By

		John A. Swainson
		President and CEO

EX-10.8 9 y07855exv10w8.htm EX-10.8 FORM OF STOCK OPTION AGREEMENT EX-10.8

Exhibit 10.8

(LARGE COMPUTER ASSOCIATES LOGO)
Computer Associates International, Inc.
Non-Qualified Stock Option Certificate



Name of Option Holder		EMPLID


	Option Number
	Total Number of Shares Granted			XXXXX
	Option Date
	Exercise Price Per Share			$



				Percentage (%) of Option Shares With Respect to Which
	Vesting Date			Optionee Has a Vested Option to Exercise
	Grant date			33 1/3 %
	1^st anniversary of grant date			33 1/3 %
	2^nd anniversary of grant date			33 1/3 %

11.   Changes In Stock

    In the event of any stock split, reverse stock split, dividend or other distribution (whether in the form of cash, shares, other securities or other property), extraordinary cash dividend, recapitalization, merger, consolidation, split-up, spin-off, reorganization, combination, repurchase or exchange of shares or other securities, the issuance of warrants or other rights to purchase shares or other securities, or other similar corporate transaction or event, the number and kind of shares of stock of the Company covered by this option, the option price and other relevant provisions may be appropriately adjusted by the Compensation and Human Resource Committee, in its discretion, to the extent necessary to prevent dilution or enlargement of the benefits or potential benefits intended to be provided by this option. Any such determinations and adjustments made by the Compensation and Human Resource Committee shall be binding on all persons. In the event of (i) a consolidation or merger in which the Company is not the surviving corporation, (ii) a consolidation or merger in which the Company is the surviving corporation but holders of shares receive securities or another corporation, or (iii) a sale of substantially all of the Company’s assets (as an entirety) or capital stock to another person, this option shall be deemed to apply to the equivalent amount of securities, cash or other property that is received by Company stockholders in exchange for their Company shares pursuant to such transaction; provided, however, that the Compensation and Human Resource Committee may, in its discretion, either (i) provide, upon written notice to the Optionee, that this option shall terminate as of the date specified in such notice (in which case the Compensation and Human Resource Committee may, but does not have to, accelerate the vesting of any portion of this option that has not already vested as of the date such notice is provided to the Optionee), or (ii) cancel this option and in consideration of such cancellation pay to the Optionee an amount in cash with respect to each share then remaining under the option equal to the difference between the Fair Market Value of such share on the date of cancellation (or, if greater, the per share value of the consideration received by Company stockholders as a result of the merger, consolidation, reorganization or sale) and the per share exercise price of the option.

12.   Continuance of Employment

    This option shall not be deemed to obligate the Company or any subsidiary to retain the Optionee in its employ for any period.

13.   Incorporation by Reference of Employment Agreement

    Notwithstanding any of the foregoing, this stock option grant shall be subject to the applicable terms and conditions of the Employment Agreement entered into by and between Computer Associates International, Inc. and the Optionee, dated as of [___], which are incorporated herein by reference.

    IN WITNESS WHEREOF, Computer Associates International, Inc. has caused this certificate to be executed by the President and CEO. This option is granted at the Company’s principal executive office, One Computer Associates Plaza, Islandia, New York 11749, on the date stated above.


Computer Associates International, Inc.

By

		John A. Swainson
		President and CEO

EX-10.9 10 y07855exv10w9.htm EX-10.9 FORM OF RESTRICTED STOCK AGREEMENT EX-10.9

Exhibit 10.9

(LARGE COMPUTER ASSOCIATES LOGO)
Computer Associates International, Inc.
Restricted Stock Award Certificate


Name of Participant		EmplID


	Grant Number			Option
	Total Number of Restricted Stock Awards Granted			Total Granted
	Grant Date			Grant Date
	Stock Price on Grant Date			Price

This Certificate confirms the grant under the Computer Associates International, Inc. 2002 Incentive Plan, amended and restated effective as of March 31, 2004 (the “Plan”), to the above-named participant of the amount of Restricted Stock set forth above. This Certificate merely evidences such grant, and does not constitute property of any nature or type or confer any additional rights. This grant is subject in all respects to the applicable terms of the Plan, which are incorporated by reference in this Certificate. A copy of the Plan may be obtained at no cost by contacting the Corporate Treasurer.

This Restricted Stock award will vest in equal (or approximately equal) installments on each of the grant date, the first anniversary of the grant date and the second anniversary of the grant date of this award. Shares of Restricted Stock that are included in this award may not be transferred by the participant prior to vesting and shall be forfeited by the participant upon the participant’s Termination of Employment, as defined in the Plan, prior to vesting for any reason other than death or Disability, as defined in the Plan.

The Company may satisfy any federal income tax withholding obligations that arise in connection with the vesting of the Restricted Stock (or in connection with an election by the participant under section 83(b) of the Internal Revenue Code, 1986, as amended, with respect to the Restricted Stock) by withholding shares of Restricted Stock that are part of this award having a Fair Market Value, as defined in the Plan, on the date the shares of Restricted Stock first become taxable equal to the minimum statutory withholding obligation with respect to such taxable shares.


By

		John A. Swainson
		President and CEO

EX-10.10 11 y07855exv10w10.htm EX-10.10 FORM OF RESTRICTED STOCK AGREEMENT EX-10.10

Exhibit 10.10

(LARGE COMPUTER ASSOCIATES LOGO)
Computer Associates International, Inc.
Restricted Stock Award Certificate


Name of Participant		EmplID


	Grant Number			Option
	Total Number of Restricted Stock Awards Granted			Total Granted
	Grant Date			Grant Date
	Stock Price on Grant Date			Price

This Restricted Stock award will vest in full on the grant date of the award.

Notwithstanding any of the foregoing, this Restricted Stock grant shall be subject to the applicable terms and conditions of the Employment Agreement entered into by and between Computer Associates International, Inc. and the participant, dated as of [___], which are incorporated herein by reference.


By

		John A. Swainson
		President and CEO

EX-10.11 12 y07855exv10w11.htm EX-10.11 FORM OF RESTRICTED STOCK AGREEMENT EX-10.11

Exhibit 10.11

(LARGE COMPUTER ASSOCIATES LOGO)
Computer Associates International, Inc.
Restricted Stock Award Certificate


Name of Participant		EmplID


	Grant Number			Option
	Total Number of Restricted Stock Awards Granted			Total Granted
	Grant Date			Grant Date
	Stock Price on Grant Date			Price


By

		John A. Swainson
		President and CEO

EX-10.12 13 y07855exv10w12.htm EX-10.12 EMPLOYMENT AGREEMENT EX-10.12

Exhibit 10.12

EMPLOYMENT AGREEMENT

This Agreement is entered into by and between Computer Associates International, Inc. (the “Company”) and Donald Friedman (the “Employee”) as of March 23, 2005. Subject to the Employee’s satisfactory completion of pre- and post-employment background, reference and other checks, the Employee’s employment under this Agreement will begin on or around April 15, 2005 (the first day of employment, the “Effective Date”).

1. Employment, Duties, Authority and Work Standards. The Company hereby agrees to employ the Employee as Chief Marketing Officer and the Employee hereby accepts such position and agrees to serve the Company and its affiliates from time to time (together, the “Group”) in such capacity 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 title and such other duties, responsibilities and authority as the Chief Executive Officer shall from time to time specify. The Employee will (a) serve the Group faithfully, diligently and to the best of the Employee’s ability under the direction of the Chief Executive Officer, (b) devote his full working time and best efforts, attention and energy to the performance of his duties to the Group and (c) not do anything inconsistent with his duties to the Group.

During the Employment Period, the Employee will not render any business, commercial or professional services to any non-member of the Group, except that the Employee may serve on corporate, civic or charitable boards, so long as these activities do not interfere with the performance of his responsibilities under this Agreement and such service is approved by the Board of Directors of the Company (the “Board”).

2. Laws; Other Agreements. The Employee represents that his employment hereunder will not violate any law or duty by which he is bound, and will not conflict with or violate any agreement or instrument to which the Employee is a party or by which he is bound.

3. Compensation.

(a) In consideration of services that the Employee will render to the Company, the Company agrees to initially pay the Employee, during the Employment Period, the sum of $400,000 per annum (less applicable withholdings) (the “Base Salary”), payable semi-monthly concurrent with the Company’s normal payroll cycle. The Base Salary may be increased from time to time, at the discretion of the Board or a committee thereof. During the Employment Period, the Employee will be entitled to four (4) weeks of paid annual vacation. The Company will make available to the Employee corporate housing or other reasonable accommodations in Suffolk County, NY, for the period during which the Employee is working in the Company’s offices in Islandia, NY on a full-time basis.

(b) During the Employment Period, with respect to each of the Company’s fiscal years ending March 31, 2006, March 31, 2007 and March 31, 2008, management shall recommend that the Employee be eligible to receive an annual cash bonus (“Annual Bonus”) under the Company’s 2002 Incentive Plan or a successor plan (the “Incentive Plan”) with a target level of at least $400,000, provided that such targeted amount and the other terms and conditions of such Annual 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) As of the Effective Date, the Employee will be granted an award of 10,000 restricted shares (“Restricted Stock”) of Common 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 approximately equal installments on each of the first three anniversaries of the grant date, provided the Employee remains employed through the applicable vesting date.

In addition, as of the Effective Date, the Employee will be granted options to purchase

50,000 shares of Common Stock (the “Options”), subject to the terms and conditions set forth in the Incentive Plan and the Option grant agreement provided to the Employee. Such Option grant agreement shall provide that the Options will vest in three approximately equal installments on each of the first three anniversaries of the grant date, provided the Employee remains employed through the applicable vesting date.

4. 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.

5. Termination; Termination Payments.

(a) Unless the Employee’s employment shall sooner terminate for any reason pursuant to paragraph 5 of this Agreement, the “Employment Period” shall commence on the Effective Date and shall initially terminate on the third anniversary of the Effective Date, except that beginning on the third anniversary of the Effective Date, the Employment Period will automatically extend for one year unless either the Employee or the Company gives at least 90 days’ advance written notice of non-extension.

(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 plan or agreement under which such restricted stock or options were granted as they exist from time to time. In addition, upon the termination of the Employee’s employment for any reason, the Company shall pay to the Employee his Base Salary through the Termination Date, plus any unused vacation time accrued through the Termination Date. Any vested benefits and other amounts that the Employee is otherwise entitled to receive under any employee benefit plan, policy, practice or program of the Company or any of its affiliates shall be payable in accordance with such employee benefit plan, policy, practice or program as the case may be, provided that the Employee shall not be entitled to receive any other payments or benefits in the nature of severance or termination pay.

(d) In the event that the Agreement expires pursuant to paragraph 5(a) or the Employee resigns without Good Reason, is terminated for Cause, or dies or becomes disabled (within the meaning of the Company’s long-term disability program then in effect) during the Employment Period, no benefits shall be payable to the Employee under paragraph 5(b) of this Agreement, but the terms and conditions of paragraph 5(c) shall remain in effect.

6. No Duration of Employment. Notwithstanding anything else contained in this Agreement to the contrary, the Company and the Employee each acknowledge and agree that the Employee’s employment with the Company may be terminated by either the Company upon 60 days’ written notice to the Employee (subject to the provisions of paragraph 5 of this Agreement) or by the Employee upon 60 days’ written notice to the Company (subject to the provisions of paragraph 5 of this Agreement), at any time and for any reason, with or without Cause; provided that this Agreement may be terminated for Cause immediately upon written notice from the Company to the Employee; and provided further that the Company may determine to waive all or part of the Employee’s 60 days’ notice period at its discretion (and will then pay the Employee in lieu of such waived notice period). In addition, this Agreement shall automatically terminate upon Employee’s death or disability (determined in accordance with the Company’s practices and policies). Upon termination of the Employee’s employment for any reason whatsoever, the Company shall have no further obligations to the Employee other than those set forth in paragraph 5 of this Agreement. The effective date of the Employee’s termination of employment shall be referred to herein as the “Termination Date.”

7. General.

(a) Any notice required or permitted to be given under this Agreement shall be made either:

(i) by personal delivery to the Employee or, in the case of the Company, to the Company’s principal office (“Principal Office”) located at One Computer Associates Plaza, Islandia, New York 11749, Attention: Senior Vice President – Human Resources, or

(ii) in writing and sent by registered mail, postage prepaid, to the Employee’s residence, or, in the case of the Company, to the Company’s Principal Office.

(b) This Agreement shall be binding upon the Employee and his heirs, executors, assigns, and administrators and shall inure to the benefit of the Company, its successors and assigns and any subsidiary or parent of the Company.

(c) This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles. Any action relating to this Agreement shall be brought exclusively in the state or federal courts of the State of New York.

(d) This Agreement, the Employment and Confidentiality Agreement executed by the Employee on or about the Effective Date and the other documents referred to herein represent the entire agreement between the Employee and the Company related to the Employee’s employment and supersede any and all previous oral or written communications, representations or agreements related thereto. This Agreement may only be modified, in writing, jointly by the Employee and a duly authorized representative of the Company. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

(e) The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable in any respect, and the validity and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not in any way be impaired and shall remain enforceable to the fullest extent permitted by law. In addition, waiver by any party hereto of any breach or default by the other party of any of the terms of this Agreement shall not operate as a waiver of any other breach or default, whether similar to or different from the breach or default waived. No waiver of any provision of this Agreement shall be implied from any course of dealing between the parties hereto or from any failure by either party hereto to assert its or his rights hereunder on any occasion or series of occasions.

CAUTION TO EXECUTIVE: This Agreement affects important rights. DO NOT sign it unless you have read it carefully and are satisfied that you understand it completely.


	COMPUTER ASSOCIATES INTERNATIONAL, INC.

/s/ Donald Friedman	By:	/s/ Andrew G. Goodman

Donald Friedman	Name:	Andrew G. Goodman
	Title:	Senior Vice President, HR

Appendix A

For purposes of this Agreement, “Cause” means any of the following:

(1) The Employee’s continued failure, either due to willful action or as a result of gross neglect, to substantially perform his duties and responsibilities to the Group under this Agreement (other than any such failure resulting from the Employee’s incapacity due to physical or mental illness) that, if capable of being cured, has not been cured within thirty (30) days after written notice is delivered to the Employee, which notice specifies in reasonable detail the manner in which the Company believes the Employee has not substantially performed his duties and responsibilities.

(2) The Employee’s engagement in conduct which is demonstrably and materially injurious to the Group, or that materially harms the reputation or financial position of the Group, unless the conduct in question was undertaken in good faith on an informed basis with due care and with a rational business purpose and based upon the honest belief that such conduct was in the best interest of the Group.

(3) The Employee’s indictment or conviction of, or plea of guilty or nolo contendere to, a felony or any other crime involving dishonesty, fraud or moral turpitude.

(4) The Employee’s being found liable in any SEC or other civil or criminal securities law action or entering any cease and desist order with respect to such action (regardless of whether or not he admits or denies liability).

(5) The Employee’s breach of his fiduciary duties to the Group which may reasonably be expected to have a material adverse effect on the Group. However, to the extent the breach is curable, the Company must give the Employee notice and a reasonable opportunity to cure.

(6) The Employee’s (i) obstructing or impeding, (ii) endeavoring to influence, obstruct or impede or (iii) failing to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an “Investigation”). However, the Employee’s failure to waive attorney-client privilege relating to communications with his own attorney in connection with an Investigation shall not constitute “Cause”.

(7) The Employee’s withholding, removing, concealing, destroying, altering or by any other means falsifying any material which is requested in connection with an Investigation.

(8) The Employee’s disqualification or bar by any governmental or self-regulatory authority from serving in the capacity contemplated by this Agreement or his loss of any governmental or self-regulatory license that is reasonably necessary for him to perform his responsibilities to the Group under this Agreement, if (a) the disqualification, bar or loss continues for more than 30 days and (b) during that period the Group uses its good faith efforts to cause the disqualification or bar to be lifted or the license replaced. While any disqualification, bar or loss continues during the Employee’s employment, he will serve in the capacity contemplated by this Agreement to whatever extent legally permissible and, if his employment is not permissible, he will be placed on leave (which will be paid to the extent legally permissible).

(9) The Employee’s unauthorized use or disclosure of confidential or proprietary information, or related materials, or the violation of any of the terms of the Employment and Confidentiality Agreement executed by the Employee or any Company standard confidentiality policies and procedures, which may reasonably be expected to have a material adverse effect on the Group and that, if capable of being cured, has not been cured within thirty (30) days after written notice is delivered to the Employee by the Company, which notice specifies in reasonable detail the alleged unauthorized use or disclosure or violation.

(10) The Employee’s violation of the Group’s (i) Workplace Violence Policy or (ii) policies on discrimination, unlawful harassment or substance abuse.

For this definition, no act or omission by the Employee will be “willful” unless it is made by the Employee in bad faith or without a reasonable belief that his act or omission was in the best interests of the Group.

For purposes of this Agreement, “Good Reason” shall mean any of the following:

(1) Any material and adverse change in the Employee’s position with the Group;

(2) Any material and adverse reduction in the Employee’s authorities or responsibilities other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith;

(3) Any reduction by the Company in the Employee’s Base Salary or target level of Annual Bonus as set forth in Sections 3(a) and (b), respectively, other than any such reduction agreed to by the Employee in writing;

(4) The Company’s material breach of this Agreement; or

(5) The Employee ceases to report to the Chief Executive Officer of the Company;

provided that, no alleged action, reduction or breach set forth in (1) through (4) above shall be deemed to constitute “Good Reason” unless such action, reduction or breach remains uncured, as the case may be, after the expiration of thirty (30) days following delivery to the Company from the Employee of a written notice, setting forth such course of conduct deemed by the Employee to constitute “Good Reason.”

EX-10.13 14 y07855exv10w13.htm EX-10.13 EMPLOYMENT AGREEMENT EX-10.13

Exhibit 10.13

EMPLOYMENT AGREEMENT

This Agreement is entered into by and between Computer Associates International, Inc. (the “Company”) and Mike Christenson (the “Employee”) as of February 14, 2005 (the “Effective Date”).

1. Employment, Duties, Authority and Work Standards. The Company hereby agrees to employ the Employee as Executive Vice President of Business Development and the Employee hereby accepts such position and agrees to serve the Company and its affiliates from time to time (together, the “Group”) in such capacity during the Employment Period (as defined below). The Employee shall report directly to the Company’s Chief Operating Officer. The Employee’s duties, responsibilities and authority shall be such duties, responsibilities and authority as are consistent with the above job title and such other duties, responsibilities and authority as the Chief Operating Officer shall from time to time specify. The Employee will (a) serve the Group faithfully, diligently and to the best of the Employee’s ability under the direction of the Chief Operating Officer, (b) devote his full working time and best efforts, attention and energy to the performance of his duties to the Group and (c) not do anything inconsistent with his duties to the Group.

During the Employment Period, except as provided below, the Employee will not render any business, commercial or professional services to any non-member of the Group. However, the Employee may:

(A) serve on corporate, civic or charitable boards, so long as these activities do not interfere with the performance of his responsibilities under this Agreement and such service is approved by the Board of Directors of the Company (the “Board”); and

(B) subject to the approval of the Corporate Governance Committee of the Board, continue to serve as Operating Partner of One Equity Partners (“OEP”), provided that: (i) such activities do not interfere with the performance of his responsibilities under this Agreement; (ii) any investments that the Employee engages in, directly or indirectly, will be disclosed to, and subject to the approval of the Chief Executive Officer, Chief Operating Officer and Chief Compliance Officer of the Company; (iii) the Employee hereby represents and acknowledges that he has informed OEP of his employment with the Company, and he has advised OEP, and OEP has agreed, that the Employee should not be consulted or made aware of any potential investment opportunities of OEP that are or may be viewed as competitive with the business activities of the Group; (iv) the Employee acknowledges his duties to the Company and represents that any information obtained by the Employee with respect to the Company may not be shared with or used for the benefit of any third party, including, without limitation, OEP; (v) if an opportunity comes to the Employee independently and individually or in his capacity at OEP that the Employee reasonably believes may be of interest to the Company, the Employee shall present such opportunity to the Company first; and (vi) if the Employee develops an actual or potential conflict of interest with the Company, he will report the conflict immediately to the Chief Executive Officer, Chief Operating Officer and Chief Compliance Officer of the Company. The Company reserves the right to amend the disclosure and approval process relating to the OEP activities described above from time to time and to withdraw its approval of the Employee’s involvement with OEP if, at any time during the Employment Period, the Company believes that Employee’s OEP responsibilities interfere with his responsibilities to the Company and/or the Company believes that there may be a conflict.

3. 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 $525,000 per annum (less applicable withholdings) (the “Base Salary”), payable semi-monthly concurrent with the Company’s normal payroll cycle.

(b) Management shall recommend that the Employee be eligible to receive an annual cash bonus (“Annual Bonus”), with respect to the fiscal year ending March 31, 2006, under the Company’s Annual Performance Bonus program as set forth in Section 4.4 of the Company’s 2002 Incentive Plan or a successor plan (the “Incentive Plan”) with a target level of $525,000, 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) Management shall also recommend to the Compensation Committee that the Employee be eligible to receive a targeted Long-Term Performance Bonus of $2,200,000 for the period from April 1, 2005 through March 31, 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) As soon as practicable after the Effective Date, management shall recommend to the Compensation Committee that, pursuant to the Incentive Plan, the Employee will be granted an award of 14,000 restricted shares (“Restricted Stock”) of Common 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 approximately three equal installments on each of the first three anniversaries of the grant date, provided the Employee remains employed through the applicable vesting date.

4. Benefits and Perquisites; CIC Policy. 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.

Management will also recommend to the Board that the Employee be included as a 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.

5. Termination; Termination Payments.

(a) Unless the Employee’s employment shall sooner terminate for any reason pursuant to paragraph 5 of this Agreement, the “Employment Period” shall commence on the Effective Date and shall initially terminate on the second anniversary of the Effective Date, except that beginning on the second anniversary of the Effective Date, the Employment Period will automatically extend for one year unless either the Employee or the Company gives at least 60 days’ advance 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 ratably over 12 months, on the Company’s regular payroll dates, an amount equal to (A) one (1) times Employee’s Base Salary and (B) Employee’s “Pro-Rated Annual Bonus”. For purposes of this Agreement, the “Pro-Rated Annual Bonus” shall be an amount equal to the target level of Employee’s Annual Bonus for the fiscal year in which the Termination Date occurs multiplied by a fraction, the numerator of which is the number of days of the Employee’s employment since the beginning of such fiscal year and the denominator of which is 365.

(d) In the event that the Employee resigns without Good Reason, is terminated for Cause, or dies or becomes disabled (within the meaning of the Company’s long-term disability program then in effect) during the Employment Period, no benefits shall be payable to the Employee under paragraph 5(b) of this Agreement, but the terms and conditions of paragraph 5(c) shall remain in effect.

(e) If the Employee becomes a participant in the Company’s CIC Severance Policy (as described above) and a “Change in Control” occurs, any payments and benefits provided in the CIC Severance Policy that the Employee is entitled to will reduce (but not below zero) the corresponding payment or benefit provided under this Agreement. It is the intent of this provision to pay or to provide to the Employee the greater of the two payments or benefits but not to duplicate them .

6. No Duration of Employment. Notwithstanding anything else contained in this Agreement to the contrary, the Company and the Employee each acknowledge and agree that the Employee’s employment with the Company may be terminated by either the Company upon 30 days’ written notice to the Employee (subject to the provisions of paragraph 5 of this Agreement) or by the Employee upon 60 days’ written notice to the Company (subject to the provisions of paragraph 5 of this Agreement), at any time and for any reason, with or without Cause; provided that this Agreement may be terminated for Cause immediately upon written notice from the Company to the Employee; and provided further that the Company may determine to waive all or part of the Employee’s 60 days’ notice period at its discretion. In addition, this Agreement shall automatically terminate upon Employee’s death or disability (determined in accordance with the Company’s practices and policies). Upon termination of the Employee’s employment for any reason whatsoever, the Company shall have no further obligations to the Employee other than those set forth in paragraph 5 of this Agreement. The effective date of the Employee’s termination of employment shall be referred to herein as the “Termination Date.”

7. General.

(a) Any notice required or permitted to be given under this Agreement shall be made either:

(ii) in writing and sent by registered mail, postage prepaid, to the Employee’s residence, or, in the case of the Company, to the Company’s Principal Office.

CAUTION TO EXECUTIVE: This Agreement affects important rights. DO NOT sign it unless you have read it carefully and are satisfied that you understand it completely.


	COMPUTER ASSOCIATES INTERNATIONAL, INC.

/s/ Mike Christenson	By:	/s/ Andrew G. Goodman

Mike Christenson	Name:	Andrew G. Goodman
	Title:	Senior Vice President, HR

Appendix A

For purposes of this Agreement, “Cause” means any of the following:

(3) The Employee’s indictment or conviction of, or plea of guilty or nolo contendere to, a felony or any other crime involving dishonesty, fraud or moral turpitude.

(7) The Employee’s withholding, removing, concealing, destroying, altering or by any other means falsifying any material which is requested in connection with an Investigation.

(10) The Employee’s violation of the Group’s (i) Workplace Violence Policy or (ii) policies on discrimination, unlawful harassment or substance abuse.

For purposes of this Agreement, “Good Reason” shall mean any of the following:

(1) Any material and adverse change in the Employee’s position with the Group;

(2) Any material and adverse reduction in the Employee’s authorities or responsibilities other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured promptly on the Employee’s giving the Company notice;

(4) The Company’s material breach of this Agreement;

EX-99.1 15 y07855exv99w1.htm EX-99.1 PRESS RELEASE EX-99.1

Exhibit 99.1


		COMPUTER ASSOCIATES

INVESTOR RELATIONS

NEWS RELEASE

CA Names Michael J. Christenson Executive Vice President, Strategy and Business Development

ISLANDIA, N.Y., Feb 16, 2005 /PRNewswire-FirstCall via COMTEX/ — Computer Associates International, Inc. (NYSE: CA) today announced that Michael J. Christenson is joining the company as executive vice president, strategy and business development. Christenson will report to Jeff Clarke, chief operating officer.

In his new role, Christenson will lead corporate planning and strategy, as well as business development activities that will drive the next generation of growth for CA. He will direct strategic alliances, and merger and acquisition activities.

“I am very pleased to have Michael at the helm of CA’s strategy and business development initiatives,” said Clarke. “He is a world-class executive with the proven experience to further strengthen our leadership position in the management software industry and take CA to the next level.”

Christenson retired last year from Citigroup Global Markets, Inc. after a 23-year career as an investment banker. At Citigroup, he was responsible for the company’s Global Private Equity Investment Banking, North American Regional Investment Banking and Latin American Investment Banking. In addition, he was a member of the Operating Committee of the Global Investment Banking Division and the Investment Committee of SSB Capital Partners. Prior to these roles, he served as Citigroup’s Head of Global Technology Investment Banking and Global Media Investment Banking.

Previously, Christenson was with The Chase Manhattan Bank, NA where he held several corporate banking positions.

Christenson earned a bachelor of arts in chemistry from Rutgers University and an MBA in finance from The New York University Graduate School of Business.

About CA

Computer Associates International, Inc. (NYSE: CA), the world’s largest management software company, delivers software and services across operations, security, storage, life cycle and service management to optimize the performance, reliability and efficiency of

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enterprise IT environments. Founded in 1976, CA is headquartered in Islandia, N.Y., and serves customers in more than 140 countries. For more information, please visit http://ca.com.

All trademarks, trade names, service marks, and logos referenced herein belong to their respective companies.

SOURCE Computer Associates International, Inc.

Anne Marie Agnelli, Computer Associates International, Inc., +1-631-342-6292, annemarie.agnelli@ca.com

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EX-99.2 16 y07855exv99w2.htm EX-99.2 PRESS RELEASE EX-99.2

Exhibit 99.2


		COMPUTER ASSOCIATES

INVESTOR RELATIONS

NEWS RELEASE

CA Names Donald Friedman Chief Marketing Officer

Industry Veteran Charged with Building a World-Class Technology Marketing Organization

ISLANDIA, N.Y., April 4, 2005 /PRNewswire-FirstCall via COMTEX/ — Computer Associates International, Inc. (NYSE: CA), one of the world’s largest management software companies, today named Donald R. Friedman, 58, executive vice president and chief marketing officer. Friedman will report to CA’s president and CEO John Swainson. His appointment is effective April 11.

“Rebuilding the CA brand is one of our top priorities as we continue to move the company forward,” said Swainson. “Don’s charge is to build a world- class technology marketing organization at CA, and he brings a wealth of knowledge and a broad range of experience to this critical task. He understands our customer base and over his career has consistently demonstrated the vision and discipline necessary to drive real business results.”

Friedman will lead CA’s worldwide corporate marketing function, including managing the company’s overall marketing strategy, branding and integrated marketing initiatives. In addition, he will work with CA’s product marketing organizations that reside within the newly formed business units. Joan Blackwood, who served as CA’s interim head of corporate marketing, will continue as senior vice president of corporate marketing and report to Friedman.

“Joan has done an excellent job over the past nine months in the interim role,” Swainson said. “She has restructured the area and was instrumental in hiring IPG earlier this year as our global marketing partner.”

Friedman spent three decades at IBM and served in various senior marketing and management roles, including vice president of marketing and strategy for the company’s Server Group. Prior to that, he served as general manager of three international business units for IBM Europe, Middle East and Africa, the PC Unit, General Business and the AS/400 Unit.

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Most recently, Friedman was the managing director at Sound Beach Partners, where he provided management and marketing consulting to a variety of technology companies on re-branding, marketing and channel development. Prior to this he was CEO of three global companies; two private firms; Protegrity, a database security software company and IFT, a high tech electronics packaging business; and a public company, Sheldahl, that manufactured high-end electronics and specialty materials.

Friedman earned a bachelor’s degree in engineering from Stevens Institute of Technology, and is a member of the Hoboken, N.J.-based school’s Advisory Board.

About CA

Computer Associates International, Inc. (NYSE: CA), one of the world’s largest management software companies, delivers software and services across operations, security, storage, life cycle and service management to optimize the performance, reliability and efficiency of enterprise IT environments. Founded in 1976, CA is headquartered in Islandia, N.Y. and serves customers in more than 140 countries. For more information, please visit http://ca.com.

Computer Associates International, Inc. One Computer Associates Plaza, Islandia, N.Y. 11749. All trademarks, trade names, service marks, and logos referenced herein belong to their respective companies.

SOURCE Computer Associates International, Inc.

Shannon Lapierre, 631-342-3839, shannon.lapierre@ca.com

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EX-99.3 17 y07855exv99w3.htm EX-99.3 PRESS RELEASE EX-99.3

Exhibit 99.3


		COMPUTER ASSOCIATES

INVESTOR RELATIONS

NEWS RELEASE

CA Elects Cognos Chairman to Its Board of Directors

Ron Zambonini has 35 Years of Experience in Tech Industry

ISLANDIA, N.Y., April 12 /PRNewswire-FirstCall/ — Computer Associates International, Inc. (NYSE: CA), today announced that its Board of Directors has elected Cognos Inc. Chairman Ron Zambonini as a new independent director. His election expands CA’s Board to 12 members.

“Ron is a 35-year veteran of the technology industry and will be an extremely valuable resource to the Board and the Company,” said CA Chairman Lewis S. Ranieri. “His knowledge of the technology and specifically the software sector will be of great benefit to CA as we move the Company forward.”

Zambonini brings a wide range of software experience to CA. During his more than 14-year career at Cognos Inc., he helped transform the company from a specialized business intelligence software tools provider to a global leader in business intelligence and corporate performance management solutions.

He served as CEO for nearly 10 years before retiring from that position in 2004 and assuming the role of chairman of Cognos’ Board of Directors. From 1993 to 1995 he was president and chief operating officer. Prior to that, he held senior positions in Cognos’ research and development operations.

Earlier in his career, Zambonini was vice president of research and development at Cullinet Software, Inc. Prior to that, he was general manager for Applied Development Corporation and also held positions at Warrington Inc. and Comtech Group International.

Zambonini currently serves on the Board of Directors of Reynolds and Reynolds Inc., the world’s largest software company servicing automotive dealerships.

About CA

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headquartered in Islandia, N.Y. and serves customers in more than 140 countries. For more information, please visit http://ca.com.

One Computer Associates Plaza, Islandia, N.Y. 11749. All trademarks, trade names, service marks, and logos referenced herein belong to their respective companies.

SOURCE Computer Associates International, Inc. CONTACT: Dan Kaferle, Public Relations, +1-631-342-2111, daniel.kaferle@ca.com, or Olivia Bellingham, Investor Relations, +1-631-342-4687, olivia.bellingham@ca.com, both of Computer Associates International, Inc.

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GRAPHIC 18 y07855y0785598.gif GRAPHIC begin 644 y07855y0785598.gif M1TE&.#EAQP!J`/<`````````"`@(``@("`@($!`0`!`0"!`0$!`0&!@8`!@8 M"!@8$!@8&!@8(1@8*2$A`"$A""$A$"$A&"$A(2$A*2$A,2DI`"DI""DI&"DI M(2DI*2DI,3$Q`#$Q$#$Q&#$Q(3$Q*3$Q,3$Q.3DY`#DY"#DY&#DY(3DY*3DY M,3DY.3DY0D)"`$)""$)"$$)"&$)"(4)"*4)",4)".4)"0D)"2DI*`$I*"$I* M&$I**4I*,4I*.4I*2DI*4E)2(5)2*5)2,6MK`%I:$%I:&%I:(6-C)5I:-5I: M.6-C.7-S"'M["'M[&(2$&'-S*7Y^*'-S.7]_.5)20EI:0F-C0FMK0G-S0H2$ M0E)22EI:2F-C2FMK2G-S2GM[2E)24EI:4FMK4G-S4GM[4H2$4HR,4E)26EI: M6F-C6FMK6G-S6GM[6H2$6HR,6E)28UI:8V-C8VMK8W-S8WM[8X2$8V-C:VMK M:W-S:WM[:X2$:W-SWM[>X2$>WM[A(2$A(2$C(R,8XR,:XR, MXR,A(R,C(R,E(R,G)240I242I246I248Y24Y24A)24C)24E)24 MG)R<.9R<4IR<6IR<8YR<>YR[6U MA+6UE+6UG+6UK;6UM;6UO;V]>[V]A+V]G+V]I;V]M;V]O;V]QL;&A,;&C,;& ME,;&G,;&K<;&M<;&O<;&QL;&SL[.G,[.K<[.M<[.O<[.QL[.SM;6A-;6G-;6 MI=;6M=;6O=;6QM;6SM;6UM;6WM[>E-[>G-[>I=[>K=[>M=[>O=[>QM[>SM[> MUM[>WM[>Y^?GG.?GI>?GM>?GO>?GQN?GSN?GUN?GWN?GY^?G[^_OK>_OM>_O MSN_OUN_OWN_OY^_O[^_O]_?WO??WSO?WUO?WWO?WY_?W[_?W]_?W____SO__ MUO__WO__Y___[___]____RP`````QP!J```(_@#_"1Q(L*#!@P@3*ES(L*'# MAQ`C2IQ(L:+%BQ@S:MS(L:/'CR!#BAQ)LJ3)DRA3JES)LJ7+A?3>*5,FC::R M=^SNO=S)\^2U2%EH(```X("``D>'$DUAAH^TGE"C7NRT(P#1/:."=7LGL%\_ M?__>H0LV:TX!HB72V)/*MNW!9VV(QF!43^([6CN&DMG5SZU?J*%``/B12B=& M57H`//#SMS'+;6P`O,CFT1T1`"%4.=Y,LIX.`"4,A\0"@,8VSJ@[*B,*S"2\ M!P`(I9Y]L0H`42K]`$C1E[;OAT2?KLQ'5-_OXPG?`6#0S>6]#0#"(9\^<-Z" M`^=X0A=&?3J`#=E[_@X!H+F[[Q``V&8`P,]\VWOGNDF;/_\=OAD`X%VL]VZ8 M+E6GO'(**JH,A7P!`!`6_6*%`@,0Y>&'`&BP MPRP2`8`%@SOIXL<>?K3H1R$OOE@(!1Y.0.)#VM@`XHX\`B!'.P]U`\`G*+)T MSHHNQNCB'X_PJ,$P#=W1XY0[&O'0$0`@6&1)W;`8(XPMPDB((4],:8I"]VA` MY9H?VN"0/P`(LN5)RG@)II(P_N%'AU,6DM`);`9*E`D.#0*`-G.25&>8C,88 MH1]DL%E>092L*4`;J"+0#E1;T)M`H5(Z1T!Q4WN%0&P]4VQ$DC6:[ARX#^8-!(`(1 M2^4H!$DY92T);2/`E.TV),R"[FIT!ZIWAO?/.0!`^<]S5+I)T#T89ZRQ?@A5 M,_"4L3($@"<)9U1GMMB^&'(=`@`IT!E4!I`1.&=-*1Q#":Q1,D::I'PJ)`3I M0`-!AAC`0`,2')UT`PQ,`-$Y[0Q3""1WR.'&'',<0.7-"_7Q`%@[5P0CL&'N M(;%``'QQ<<;PW&./QB$GU$T?1VA`0,V">LBU_D*[9!EV10N?>N?9_P`P2$;W M[)GWU@XU`\#>?SOT#H6-.GKV/@!L15U\^SK:\9^$,2^U`Z1Z8*[2#CO%$D0Z`AW M])$))#WSV:/P!A%O/$1>)K^'[@+Q`X`F%/D[919Q#T0NZ`RA`\`OVS]T!\IW M^D%^5P`8,A$M5`Z@)4'KLYE#B@&`:<3/(?5#F?UV!P:"O.,>#[1'VR((#W0, MY#-3`A]""A$\AT0#``X[H$)&43E@A6P`YAK(&ZB4!(&8PWH[.L!";L6^A6A" M`B)LR#FZA[OF""0._A@0U[>F=`B!'(-*3E,(;&JHD!^4`&PY5`CE*M@F$ M?]$02)JH!+X`\H@!"L%B00(Q`#\R9!A3 M_%*+(&$840Q`%GCK42X&P@T#K"D%Z7.%H"0Y$`#,P9(,Z1F>DH055:@"D5.* M0D$4Q*8'6&$,0;#**AG2"0"D#Y8&Z<:O`ED(%[")@^QAFA'36H]\F!!?,(^;"CD'O'R&I[CP"`%9_D2( MFEX7B\)-B18+.4&WX-D0573OFY#@D1URE9`\Y@T;`N'!E%"A$%4`H!P$=<@Y MT'A0/^C)#X3PT`*X`,V$@`(_;%*D0)0PI10DY!ZNS"A$[J$,78P"$I"@$$YE M$04`.`**#U%%'JY`@0>-)$^>'0C/E!]ZE,3,H,"`%6F#]')`R?& MQ@(@P"+XH`<]SK$/AF9$-\?$:D6(`8`9L$41`."76CS```3YMJ1 MO#JA)\"P*U\]HILJ[,06`-##8#^B"P!PP"61NNMB.3(,K;'S).UPW1HG^Y$K M`,`,_PN)(0`0@Q!R]B.Z2<`H1]*-;^WAM"7A_@?,-@",JVHD&&5H*VQ1`H\5 M`$``K=G(,TP`@`+D<[H`$5<.&]8TB!""+PNP+P81:A)2]/M!&).[AA M"%8@PQBN,`0L[&$3R]"O@A?,X`8[^,$0CK"$)TSA"EOXPAC.L(:KM=4-]X0< MZ/$0;W96"Q[X:2?#V($67I+0#63C'>?0A@4`0#NWF/8BWO#0<5NB"<4\Q+88 MJ51)S^*6$*AK(XGAH/Y>XHYA),,AL$FK10"`@8,,@Q0&,=!+-:C%84CY'\JX MK$-F<.*"T"0Y6B[(_CP4D!X`^"\U1.G(![F,D&Z$4FT":6PRA@@`!-S#'ST0 M)@78:==C$46E84"80)+@@'](8T<#H80P`3`!"PH$"17`!%&`5I!SDD]*`"W( M$]B\'"L*1`\0(,H#Y"J0=\CA8PLPM4"R<8"S).!LSFB`;`1"C!2$ M``J!B$,`*A`(G-IZ;7_8`0"W$$@:%/V/)53@'_BP1C5,``=P,$,@A@+?.;)0 M98'TP94W%DA5:P4-`'0`07$`P`X@40CTW$\0`%`!Q27Z6H$\BT*%P`\7_M0G MF3]`X@8`:(1`'->&5A-%#YI(#+4OL=PY.`%1TMS`B^0`@"N`K04`:(,F]J`U MR/&<(3@0`5#SJA.8]@&*_2CC0)YQJ'_`*84#&:U`U$!O>Q-$!2J51@#H3($X M".2YE1L@R+N_3:XD_B,3#"CS0(Z^D'<.9`*OA`<`K"$KLRJ' M]'#2_,/8\P\Q=/W>`TD!'P8""0:VF`>S,-61:X?#(LH MNCA00BJ57Y?'HR#XT(!+15\-6#NW-__@.1?SS(!@615S]$;PP0`@21`BJ55QA%$'F0"+U7?`1! 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	NON-QUALIFIED STOCK OPTION granted by Computer Associates International, Inc., a Delaware corporation, (the “Company”) to the above-named option holder (the “Optionee”), an employee or consultant of the Company or one of its subsidiaries, pursuant to the Computer Associates International, Inc. 2002 Incentive Plan (the “Plan”), the terms of which are incorporated herein by reference and which, in the event of any conflict, shall control over the terms contained herein.

1.	Grant and Vesting Option

	Subject to the vesting schedule below, the Company hereby grants to the Optionee an option to purchase on the terms herein provided a total of the number of shares of common stock, $.10 par value, of the Company set forth above, at an exercise price per share as set forth above.

	This option may be exercised only with respect to the portion thereof that is vested. The Optionee’s right to exercise this option shall become vested in annual increments according to the following vesting schedule:

	NON-QUALIFIED STOCK OPTION granted by Computer Associates International, Inc., a Delaware corporation, (the “Company”) to the above-named option holder (the “Optionee”), an employee or consultant of the Company or one of its subsidiaries, pursuant to the Computer Associates International, Inc. 2002 Incentive Plan (the “Plan”), the terms of which are incorporated herein by reference and which, in the event of any conflict, shall control over the terms contained herein.

1.	Grant and Vesting Option

	Subject to the vesting schedule below, the Company hereby grants to the Optionee an option to purchase on the terms herein provided a total of the number of shares of common stock, $.10 par value, of the Company set forth above, at an exercise price per share as set forth above.

	This option may be exercised only with respect to the portion thereof that is vested. The Optionee’s right to exercise this option shall become vested in annual increments on the anniversary dates of the granting of this option according to the following vesting schedule:


	Computer Associates International, Inc.
Dated: April 15, 2005	By:	/s/ Kenneth V. Handal
		Kenneth V. Handal
		Executive Vice President, General Counsel and Corporate Secretary

	Vested rights shall be calculated only in terms of full years (for example, from one anniversary date to the next) and no partial vesting credit shall be given for partial years of employment.

	This option shall expire and shall not be exercisable after the expiration of ten (10) years from the date it is granted.

2.	Stock to be Delivered

	Stock to be delivered upon the exercise of this option may constitute an original issue of authorized stock or may consist of treasury stock.

3.	Exercise of Option

	Each election to exercise this option shall be made, by delivering to the Company or its agent a properly executed exercise notice, together with irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds with respect to the portion of shares to be acquired upon exercise. Exercise of this option will not be permitted if the Company determines, in its sole and absolute discretion, that issuance of shares at that time could violate any law or regulation.

	In the event an option is exercised by the executor or administrator of a deceased Optionee, or by the person or persons to whom the option has been transferred by the Optionee’s will or the applicable laws of descent and distribution, the Company shall be under no obligation to deliver stock there under unless and until the Company is satisfied that the person or persons exercising the option is or are the duly appointed executor(s) or administrator(s) of the deceased Optionee or the person to whom the option has been transferred by the Optionee’s will or by the applicable laws of descent and distribution.

4.	Payment for and Delivery of Stock

	Payment in full by cash, certified check, bank draft, wire transfer or postal or express money order shall be made for all shares for which this option is exercised at the time of such exercise, and no shares shall be delivered until such payment is made.

	Alternatively, payment may be made by (i) delivering to the Company a properly executed exercise notice, together with irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds with respect to the portion of the shares to be acquired upon exercise having a Fair Market Value on the date of exercise equal to the sum of the applicable portion of the exercise price being so paid, (ii) tendering to the Company (by physical delivery or by attestation) certificates representing shares of outstanding common stock, par value $.10, of the Company that have been held by the Optionee for at least six months prior to exercise, having a Fair Market Value on the day prior to the date of exercise equal to the applicable portion of the exercise price being so paid, together with stock powers duly executed and with signature guaranteed; or (iii) any combination of the foregoing. Notwithstanding the foregoing, a form of payment will not be available if the Company determines, in its sole and absolute discretion, that such form of payment could violate any law or regulation.

	The Company shall not be obligated to deliver any stock unless and until (i) satisfactory arrangements have been made with the Company for the payment of any applicable tax withholding obligations, (ii) all applicable federal and state laws and regulations have been complied with, (iii) in the event the outstanding common stock is at the time listed upon any stock exchange, the shares to be delivered have been listed, or authorized to be listed upon official notice of issuance upon the exchanges where it is listed, and (iv) all legal matters in connection with the issuance and delivery of the shares have been approved by counsel of the Company. The Optionee shall have no rights of a stockholder until the stock is actually delivered to him.

5.	Recovery and Reimbursement of Option Gain

	The Company shall have the right to recover, or receive reimbursement for, any compensation or profit realized by the exercise of this option or by the disposition of any option shares to the extent that the Company has such a right of recovery or reimbursement under applicable securities laws.

6.	Transferability of Options

	Except as provided below, this option may not be transferred by the Optionee otherwise than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined in Section 414(p) of the Internal Revenue Code, and during the Optionee’s lifetime this option may be exercised only by the Optionee. Notwithstanding the foregoing, this option may be transferred by the Optionee to members of his or her immediate family or to one or more trusts for the benefit of such family members or to one or more partnerships in which such family members are the only partners provided that (i) the optionee does not receive any consideration for such transfer, (ii) written notice of any proposed transfer and the details thereof shall have been furnished to the Compensation and Human Resource Committee at least three (3) days in advance of such transfer, and (iii) the Compensation and Human Resource Committee consents to the transfer in writing. Options transferred pursuant to this provision will continue to be subject to the same terms and conditions that were applicable to such options immediately prior to transfer and the option may be exercised by the transferee only to the same extent that the option could have been exercised by the Optionee had no transfer been made. For this purpose, the Optionee’s “family members” shall include the Optionee’s spouse, children, grandchildren, parents, grandparents (whether natural step, adopted or in-laws) siblings, nieces, nephews and grandnieces and grand nephews.

7.	Termination of Employment or Consultancy

	Upon termination of employment or consultancy, other than termination of employment or consultancy by reason of (i) Retirement, as defined in the Plan, (ii) disability, or (iii) death, any portion of this option that has not become vested as of the date of termination shall immediately terminate and any portion of this option that has already vested as of such date shall terminate thirty (30) days after termination of employment or consultancy or the expiration date of the option, whichever occurs first.

8.	Retirement

	In the event of the Optionee’s Retirement, as defined in the Plan, from the employ of Company or any subsidiary, any portion of this option that has not become vested as of the date of Retirement shall immediately terminate and any portion of this option that has already vested as of such date shall terminate one (1) year after such Retirement or on the expiration date of the option, whichever occurs first.

9.	Disability

	In the event of termination of employment of the Optionee because of disability, any unexercised portion of this option held by the Optionee at the date of such termination (vested and unvested) will immediately become exercisable in full and will remain exercisable by the Optionee for a period of one (1) year or the remaining term of the option, whichever is shorter.

10.	Death

	If an Optionee dies while employed by the Company, any unexercised portion of this option held by the Optionee at his date of death (vested and unvested) will immediately become exercisable in full and will remain exercisable by the estate of the deceased Optionee or the person given authority to exercise his options by his will or by operation of law for a period of one (1) year or the remaining term of the option, whichever is shorter.

11.	Changes In Stock

	In the event of any stock split, reverse stock split, dividend or other distribution (whether in the form of cash, shares, other securities or other property), extraordinary cash dividend, recapitalization, merger, consolidation, split-up, spin-off, reorganization, combination, repurchase or exchange of shares or other securities, the issuance of warrants or other rights to purchase shares or other securities, or other similar corporate transaction or event, the number and kind of shares of stock of the Company covered by this option, the option price and other relevant provisions may be appropriately adjusted by the Compensation and Human Resource Committee, in its discretion, to the extent necessary to prevent dilution or enlargement of the benefits or potential benefits intended to be provided by this option. Any such determinations and adjustments made by the Compensation and Human Resource Committee shall be binding on all persons. In the event of (i) a consolidation or merger in which the Company is not the surviving corporation, (ii) a consolidation or merger in which the Company is the surviving corporation but holders of shares receive securities or another corporation, or (iii) a sale of substantially all of the Company’s assets (as an entirety) or capital stock to another person, this option shall be deemed to apply to the equivalent amount of securities, cash or other property that is received by Company stockholders in exchange for their Company shares pursuant to such transaction; provided, however, that the Compensation and Human Resource Committee may, in its discretion, either (i) provide, upon written notice to the Optionee, that this option shall terminate as of the date specified in such notice (in which case the Compensation and Human Resource Committee may, but does not have to, accelerate the vesting of any portion of this option that has not already vested as of the date such notice is provided to the Optionee), or (ii) cancel this option and in consideration of such cancellation pay to the Optionee an amount in cash with respect to each share then remaining under the option equal to the difference between the Fair Market Value of such share on the date of cancellation (or, if greater, the per share value of the consideration received by Company stockholders as a result of the merger, consolidation, reorganization or sale) and the per share exercise price of the option.

12.	Continuance of Employment

	This option shall not be deemed to obligate the Company or any subsidiary to retain the Optionee in its employ for any period.

	IN WITNESS WHEREOF, Computer Associates International, Inc. has caused this certificate to be executed by the President and CEO. This option is granted at the Company’s principal executive office, One Computer Associates Plaza, Islandia, New York 11749, on the date stated above.

	NON-QUALIFIED STOCK OPTION granted by Computer Associates International, Inc., a Delaware corporation, (the “Company”) to the above-named option holder (the “Optionee”), an employee or consultant of the Company or one of its subsidiaries, pursuant to the Computer Associates International, Inc. 2002 Incentive Plan (the ‘”Plan”), the terms of which are incorporated herein by reference and which, in the event of any conflict, shall control over the terms contained herein.

1.	Grant and Vesting Option

	The Company hereby grants to the Optionee an option to purchase on the terms herein provided a total of the number of shares of common stock, $.10 par value, of the Company set forth above, at an exercise price per share as set forth above. This option is fully vested as of the grant date and it, or any portion thereof, may be immediately exercised.

	This option shall expire and shall not be exercisable after the expiration of ten (10) years from the date it is granted.

2.	Stock to be Delivered

	Stock to be delivered upon the exercise of this option may constitute an original issue of authorized stock or may consist of treasury stock.

3.	Exercise of Option

	Each election to exercise this option shall be made, by delivering to the Company or its agent a properly executed exercise notice, together with irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds with respect to the portion of shares to be acquired upon exercise. Exercise of this option will not be permitted if the Company determines, in its sole and absolute discretion, that issuance of shares at that time could violate any law or regulation.

	In the event an option is exercised by the executor or administrator of a deceased Optionee, or by the person or persons to whom the option has been transferred by the Optionee’s will or the applicable laws of descent and distribution, the Company shall be under no obligation to deliver stock there under unless and until the Company is satisfied that the person or persons exercising the option is or are the duly appointed executor(s) or administrator(s) of the deceased Optionee or the person to whom the option has been transferred by the Optionee’s will or by the applicable laws of descent and distribution.

4.	Payment for and Delivery of Stock

	Payment in full by cash, certified check, bank draft, wire transfer or postal or express money order shall be made for all shares for which this option is exercised at the time of such exercise, and no shares shall be delivered until such payment is made.

	Alternatively, payment may be made by (i) delivering to the Company a properly executed exercise notice, together with irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds with respect to the portion of the shares to be acquired upon exercise having a Fair Market Value on the date of exercise equal to the sum of the applicable portion of the exercise price being so paid, (ii) tendering to the Company (by physical delivery or by attestation) certificates representing shares of outstanding common stock, par value $.10, of the Company that have been held by the Optionee for at least six months prior to exercise, having a Fair Market Value on the day prior to the date of exercise equal to the applicable portion of the exercise price being so paid, together with stock powers duly executed and with signature guaranteed; or (iii) any combination of the foregoing. Notwithstanding the foregoing, a form of payment will not be available if the Company determines, in its sole and absolute discretion, that such form of payment could violate any law or regulation.

	(A)	serve on corporate, civic or charitable boards, so long as these activities do not interfere with the performance of his responsibilities under this Agreement and such service is approved by the Board of Directors of the Company (the “Board”); and

	(B)	subject to the approval of the Corporate Governance Committee of the Board, continue to serve as Operating Partner of One Equity Partners (“OEP”), provided that: (i) such activities do not interfere with the performance of his responsibilities under this Agreement; (ii) any investments that the Employee engages in, directly or indirectly, will be disclosed to, and subject to the approval of the Chief Executive Officer, Chief Operating Officer and Chief Compliance Officer of the Company; (iii) the Employee hereby represents and acknowledges that he has informed OEP of his employment with the Company, and he has advised OEP, and OEP has agreed, that the Employee should not be consulted or made aware of any potential investment opportunities of OEP that are or may be viewed as competitive with the business activities of the Group; (iv) the Employee acknowledges his duties to the Company and represents that any information obtained by the Employee with respect to the Company may not be shared with or used for the benefit of any third party, including, without limitation, OEP; (v) if an opportunity comes to the Employee independently and individually or in his capacity at OEP that the Employee reasonably believes may be of interest to the Company, the Employee shall present such opportunity to the Company first; and (vi) if the Employee develops an actual or potential conflict of interest with the Company, he will report the conflict immediately to the Chief Executive Officer, Chief Operating Officer and Chief Compliance Officer of the Company. The Company reserves the right to amend the disclosure and approval process relating to the OEP activities described above from time to time and to withdraw its approval of the Employee’s involvement with OEP if, at any time during the Employment Period, the Company believes that Employee’s OEP responsibilities interfere with his responsibilities to the Company and/or the Company believes that there may be a conflict.