EX-10.1



 







EMPLOYMENT AGREEMENT




     This Agreement is entered into by and between CA, Inc. (the “Company”) and Jeff Clarke
(“Executive”) as of April 1, 2006. On April 23, 2004, Executive was appointed to the position of
Chief Operating Officer (the “COO Position”) of the Company. Executive continues to serve as the
Chief Operating Officer of the Company. In consideration of the Company offering, and Executive
accepting, the COO Position, Executive and the Company agree as follows:



     1. Work Standards. Executive will continue to (a) serve the Company (and such of its
subsidiary companies as the Company may designate) faithfully, diligently and to the best of
Executive’s ability under the direction of the Chief Executive Officer (including any interim Chief
Executive Officer) of the Company, (b) devote his best efforts, attention and energy to the
performance of his duties to the Company and (c) not do anything inconsistent with his duties to
the Company. Executive’s employment pursuant to the terms of this Agreement shall be effective as
of April 1, 2006 and shall end on March 31, 2008, unless earlier terminated in accordance with
paragraph 8 of this Agreement or extended by mutual written agreement between the Company and
Executive (the “Term”).



     2. Laws; Other Agreements. Executive 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 Executive is a party or by which he is bound.



     3. Compensation.



          (a) In consideration of services that Executive has rendered and will render to the Company in
the future, the Company agrees to pay Executive the sum of $750,000 per annum (less applicable
withholdings) during the Term, payable semi-monthly concurrent with the Company’s normal payroll
cycle. The Company will pay this amount until Executive’s employment hereunder terminates.




          (b) (i) In addition, with respect to the fiscal year ending March 31, 2007:




               (A) Executive shall be eligible to receive a 2007 Annual Performance Bonus (payable in cash)
for the period from April 1, 2006 through March 31, 2007, with a target amount and such other terms
and conditions as determined by the Compensation and Human Resource Committee (the “Compensation
Committee”) of the Board of Directors, provided that such target amount shall not to be less than
$800,000; and



               (B) Executive shall be eligible to receive a targeted Long-Term Performance Bonus for the
period beginning on April 1, 2006, with a target amount and such other terms and conditions as
determined by the Compensation Committee, provided that such target amount shall not to be less
than $3,500,000. Such Long-Term Performance Bonus shall vest and the portion of the Performance
Bonus payable in options shall become exercisable in accordance with the terms set forth in the
resolutions adopted by the Compensation Committee with respect to such Long-Term Performance Bonus.



               (ii) In addition, with respect to the fiscal year ending March 31, 2008:



               (A) Executive shall be eligible to receive a 2008 Annual Performance Bonus for the period from
April 1, 2007 through March 31, 2008, with a target amount and such other terms and conditions as
determined by the Compensation Committee; and



               (B) Executive shall be eligible to receive a targeted Long-Term Performance Bonus for the
period beginning on April 1, 2007, with a target amount and such other terms and conditions as
determined by the Compensation Committee.



 









 





               (iii) Except to the extent otherwise provided under the express terms of this Agreement, the
terms and conditions determined by the Compensation committee with respect to the Annual
Performance Bonuses and the Long-Term Performance Bonuses described in paragraphs 3(b)(i) and
3(b)(ii) above shall be consistent with those established for other senior executives of the
Company.



          (c) (i) In the event that Executive (A) voluntarily resigns his COO Position with the Company
other than “for good reason” (as defined in paragraph 5(b) of this Agreement) or (B) is terminated
“for cause” (as defined in paragraph 5(a) of this Agreement), in any such case prior to March 31,
2008, Executive shall forfeit any and all rights he may have to receive any of the benefits
provided for in this paragraph 3 (other than any amounts or awards for which as of the date of
Executive’s termination of employment all required services have been rendered and any applicable
Performance Cycle has ended but which have not yet been paid). All stock options, restricted stock
or other equity-based compensation held by Executive in the event of the termination of Executive’s
employment as described in this paragraph 3(c)(i) shall be subject to the terms and conditions of
the 2002 Plan (and any successor plan) and any applicable resolutions.




               (ii) In the event that Executive (x) voluntarily resigns his COO Position with the Company
“for good reason” (as defined in paragraph 5(b) of this Agreement), (y) is terminated from the COO
Position other than “for cause” (as defined in paragraph 5(a) of this Agreement), or (z) terminates
his employment on account of death or Disability (as defined in the 2002 Plan), in any such case on
or prior to March 31, 2008, then:




	 	(A)	 	Executive shall be entitled to receive a lump sum payment (less applicable
withholding taxes) in an amount equal to $4,500,000, provided that if Executive
resigns his COO Position “for good reason” (as defined in paragraph 5(b) of this
Agreement) based on a reduction of any of Executive’s bonuses that meets the
requirements of clause (iii) of the definition of “good reason”, the $4,500,000
payment described in this clause (A) shall be reduced by the sum of any bonuses
actually paid to Executive in respect of the period as to which such reduction took
place, payable in cash within 30 days after the end of the six month period following
Executive’s termination of employment with the Company, or earlier if the Company
determines that making such payment after termination but before the expiration of
such six month period is permitted by law; and
	 
	 	(B)	 	All stock options, restricted stock or other equity-based compensation held
by Executive in the event of the termination of Executive’s employment as described in
this paragraph 3(c)(ii) shall be subject to the terms and conditions of the 2002 Plan
(and any successor plan) and any applicable resolutions.




Notwithstanding the foregoing, the Company will not be required to make the payments described in
this Section 3(c)(ii) unless the Executive executes and delivers to the Company an agreement
releasing from all liability (other than the payments and benefits contemplated by this Agreement)
the Company and its affiliates (the “Group”) from time to time and any of their respective past or
present officers, directors, employees or agents. This agreement will be in the form normally used
by the Group senior executives at the time.




               (iv) In the event that Executive continues to be employed through March 31, 2008, Executive
shall be entitled to any Annual Performance Bonus and Long-Term Performance Bonus payable under the
terms of the 2002 Plan and the applicable resolutions for the fiscal year ending March 31, 2008 in
accordance with paragraph 3(b)(ii), without regard to whether Executive’s employment with the
Company is subsequently terminated before any such Performance Bonuses are paid.



               (v) Notwithstanding anything to the contrary herein, Executive shall be entitled to the
payments under this paragraph 3(c) only to the extent not already provided under another plan or
policy of the Company.



 









 





          (d) Capitalized terms used in paragraphs 3(b) and (c) and not defined are used as defined in
the 2002 Plan.




          (e) In addition, the Company shall pay Executive a lump sum cash payment of $750,000 as soon
as reasonably practicable after March 31, 2008, if Executive remains employed with the Company
through March 31, 2008; provided, however, that if Executive is terminated from the COO Position by
the Company other than “for cause” (as defined in paragraph 5(b) of this Agreement) after March 31,
2007 and before March 31, 2008, Executive shall be entitled to receive an amount equal to the
product of (A) $750,000 and (B) a fraction, the numerator of which is the number of completed
months of employment by Executive from April 1, 2006 through his termination date and the
denominator of which is 24; and further provided that in addition to any damages or other remedies
available to the Company, the amount paid pursuant to this paragraph 3(e) shall be forfeited upon
Executive’s breach of the Confidentiality Agreement set forth in Appendix A.




     4. Benefits and Perquisites. During the term of Executive’s employment, Executive shall be
eligible to participate in all pension, welfare and benefit plans and perquisites generally made
available to other senior executives of the Company.



     5. Termination by Company for Cause or Executive for Good Reason.



          (a) For purposes of this Agreement, termination “for cause” shall mean that the Company
terminates Executive’s employment for any of the following reasons:




               (i) Executive’s continued failure, either due to willful action or as a result of gross
neglect, to substantially perform his duties with the Company (other than any such failure
resulting from his incapacity due to physical or mental illness) that, if capable of being cured,
has not been cured within 30 days after written notice is delivered to Executive by or on behalf of
the Compensation Committee, which notice specifies in reasonable detail the manner in which the
Compensation Committee believes that Executive has not substantially performed his duties,



               (ii) the engaging by Executive in conduct which is demonstrably and materially injurious to
the Company or its affiliates, monetarily or otherwise, unless the conduct in question was
undertaken in good faith, and with a rational business purpose and based upon the reasonable belief
that such conduct was in the best interest of the Company or its affiliates, as the case may be,



               (iii) Executive’s indictment or conviction (or plea of guilty or nolo contedere) for any
felony or any other crime (other than a petty misdemeanor) involving dishonesty, fraud or moral
turpitude,



               (iv) Executive’s breach of fiduciary duty to the Company or its affiliates which may in the
good faith determination of the Compensation Committee reasonably be expected to have a material
adverse effect on the Company or its affiliates,



               (v) violation of the Company’s policies relating to compliance with applicable laws which may
in the good faith determination of the Compensation Committee reasonably be expected to have a
material adverse effect on the Company or its affiliates,



               (vi) violation of the Company’s policies on discrimination, unlawful harassment or substance
abuse,



               (vii) violation of the Company’s Workplace Violence Policy, or



               (viii) unauthorized use or disclosure of confidential or proprietary information or related
materials, or the violation of any of the terms of the Confidentiality Agreement set forth in
Appendix hereto



 









 







and made a part hereof or any of the terms of the Company’s standard confidentiality policies and
procedures, which, in either case, (A) may reasonably be expected to have a material adverse effect
on the Company or its affiliates and (B) if capable of being cured, has not been cured within 30
days after written notice is delivered to Executive by or on behalf of the Compensation Committee,
which notice specifies in reasonable detail the alleged unauthorized use or disclosure or
violation.


For purposes of clause (i) of this definition, no act, or failure to act, on Executive’s part shall
be deemed “willful” unless done, or omitted to be done, by Executive not in good faith and without
reasonable belief that his act, or failure to act, was in the best interest of the Company or its
affiliates, as the case may be.




          (b) For purposes of this Agreement, termination “for good reason” shall mean any action or
series of actions by the Company which, taken together if a series of actions, directly or
indirectly results in (i) any material and adverse change in Executive’s position, title or
equivalent title with the Company, (ii) any material and adverse reduction in Executive’s
supervisory or other authority or responsibility other than the transfer of one reporting function
to the Company’s Chief Executive Officer and other than any isolated, insubstantial and inadvertent
failure by the Company that is not in bad faith and is cured promptly on Executive’s giving the
Company notice, (iii) any reduction by the Compensation Committee in the amount of Executive’s 2007
or 2008 Annual Performance Bonus or Executive’s Long-Term Performance Bonus for the period
beginning on April 1, 2006 or April 1, 2007, as applicable, that results in the amount of any such
Performance Bonus being less than 75% of the amount determined pursuant to the formulae specified
in the applicable resolutions of the Compensation Committee, as applicable, 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 2007 or 2008 Annual Performance Bonus program or Long-Term
Performance Bonus program, 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, (iv) the Company’s material
breach of this Agreement, provided that no alleged action, change, reduction or breach set forth in
preceding clauses (i), (ii) or (iii) or in this clause (iv), respectively, 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 Company from Executive of a
written notice, setting forth such course of conduct deemed by Executive to constitute “good
reason”, or (v) the failure of the Company to require any purchaser of or successor to
substantially all of the assets of the Company or any enterprise with which or into which the
Company may be merged to assume the Company’s obligations under this Agreement.




     6. Indemnification. For so long as Executive is employed by the Company pursuant to this
Agreement and at all time thereafter, the Company shall indemnify and hold Executive harmless for
acts and omissions in Executive’s capacity as Chief Operating Officer and Chief Financial Officer,
as applicable, to the maximum extent permitted under applicable law.



     7. Authorization to Modify Restrictions. Executive acknowledges that the restrictions
contained in this Agreement are reasonable (including the provisions of the Confidentiality
Agreement set forth in Appendix A), but agrees that if a court having proper jurisdiction holds a
particular restriction unreasonable, that restriction shall be modified to the extent necessary in
the opinion of such court to make it reasonable, and that the remaining provisions of this
Agreement shall nonetheless remain in full force and effect.



     8. No Duration of Employment. Notwithstanding anything else contained in this Agreement to the
contrary, the Company and Executive each acknowledge and agree that Executive’s employment with the
Company may be terminated by either the Company (subject only to the provisions of paragraph 3(c)
of this Agreement) or Executive (subject only to the provisions of paragraph 3(c) of this
Agreement) at any time and for any reason, with or without cause, upon 10 days’ written notice to
the other party, provided that this Agreement may be terminated “for cause” immediately upon
written notice from the Company to Executive. In addition, this Agreement shall automatically
terminate upon Executive’s death or Disability. Upon termination of Executive’s employment for any
reason whatsoever, the Company shall have no further obligations to Executive other than those set
forth in paragraphs 3 and 6 of this Agreement.



 









 





     9. General.



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




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



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


Any provision of this Agreement calling for notice to be delivered by or on behalf of the
Compensation Committee shall be satisfied by any notice that is executed on behalf of the
Compensation Committee by any director or officer of the Company acting pursuant to the
authorization of the Compensation Committee and otherwise delivered in accordance with this
paragraph 9(a).




          (b) This Agreement shall be binding upon Executive 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, County of
Suffolk.




          (d) This Agreement and the other documents referred to herein represent the entire agreement
between Executive and the Company related to Executive’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 Executive and a duly authorized
representative of the Company.




          (e) Without limiting the scope of paragraph 7 of this Agreement, 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 be any
way impaired and shall remain enforceable to the fullest extent permitted by law.



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.




	 	 	 	 	 	 	 
	 	 	 	 	CA, Inc.
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/  Jeff
Clarke

	 	 	 	By:	 	/s/  John Swainson
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Jeff Clarke	 	 	 	Name:  John Swainson
	 	 	 	 	Title:    Chief Executive Officer






 









 





APPENDIX A

CA, INC.

CONFIDENTIALITY AGREEMENT




     In consideration of employment by the “Company” of the Executive, it is understood and
agreed as follows:



     1. Laws; Other Agreements. Executive represents that Executive’s employment by the Company
will not violate any law or duty by which he or she is bound, and will not conflict with or violate
any agreement or instrument to which Executive is a party or by which he or she is bound.



     2. Confidential Information of Others. Executive agrees that in the course of employment with
the Company he or she will not bring to the Company’s offices nor use, disclose to the Company, or
induce the Company to use, any confidential information or documents belonging to others.



     3. Confidential Information of the Company. As used in this Agreement, the term “Confidential
Information” means any and all confidential, proprietary or secret information, including that
conceived or developed by Executive, applicable to or in any way related to (i) the present or
future business of the Company, (ii) the research and development of the Company, or (iii) the
business of any customer or vendor of the Company. Such Confidential Information of the Company
includes, by way of example and without limitation, trade secrets, processes, formulas, data,
program documentation, algorithms, source codes, object codes, know-how, improvements, inventions,
techniques, all plans or strategies for marketing, development and pricing, and all information
concerning existing or potential customers or vendors. Confidential Information of the Company also
includes all similar information disclosed to the Company by other persons.



     4. Protection of the Company’s Confidential Information. Executive acknowledges that the
Confidential Information of the Company is a special, valuable, and unique asset of the Company,
and Executive agrees at all times during the period of his or her employment, and at all times
after termination of such employment, not to disclose for any purpose and to keep in strict
confidence and trust all of such Confidential Information. Executive agrees that during and after
the period of such employment not to use, directly or indirectly, any Confidential Information
other than in the course of performing duties as an Executive of the Company. Executive further
agrees not to directly or indirectly disclose any Confidential Information or anything relating to
it to any person or entity except, with the Company’s consent, as may be necessary to the
performance of Executive’s duties as an Executive of the Company. Executive will abide by all
Company policies, rules and procedures that relate to the protection of the Company’s Confidential
Information.



     5. Return of Materials. Upon termination of employment with the Company, and regardless of the
reason for such termination, Executive will leave with, or promptly return to, the Company all
documents, records, notebooks, magnetic tapes, disks or other materials, including all copies, in
his or her possession or control which contain Confidential Information of the Company or any other
information concerning the Company, its products, services or customers, whether prepared by the
Executive or others.



     6. Inventions as Sole Property of the Company. Any inventions, discoveries, concepts or ideas,
or expressions thereof, whether or not subject to patents, copyrights, trademarks or service mark
protection, and whether or not reduced to practice, conceived or developed by Executive while
employed with the Company or within one (1) year following termination of such employment which
relate to or result from the actual or anticipated business, work, research or investigation of the
Company or which are suggested by or result from any task assigned to or performed by Executive for
the Company shall be the sole and exclusive property of the



 









 







Company. The provisions of this Paragraph 6 shall apply to California employees to the
maximum extent permitted by Section 2870 of the California Labor Code (copy attached for California
employees). With respect to California employees, no assignment in this Agreement shall extend to
inventions, the assignment of which is prohibited by Labor Code 2870. Executive hereby assigns to
the Company the entire right, title and interest to any such inventions, discoveries, concepts,
ideas or expressions thereof and Executive agrees to perform, during and after employment, all acts
deemed necessary or desirable by the Company to permit and assist it, at the Company’s expense, in
obtaining, maintaining, defending and enforcing inventions, discoveries, concepts, ideas, or
expressions thereof in any and all countries. Such acts may include, but are not limited to,
execution of documents and assistance or cooperation in legal proceedings. Executive hereby
irrevocably designates and appoints the Company and its duly authorized officers and agents, as
Executive’s agents and attorneys-in-fact to act for and in Executive’s behalf and instead of
Executive, to execute and file any documents and to do all other lawfully permitted acts to further
the above purposes with the same legal force and effect as if executed by Executive.



     7. Outside Employment. Executive agrees that during the period of his or her employment,
Executive will not, without the Company’s prior written approval, directly or indirectly engage in
any outside employment activity relating to any line of business in which the Company is engaged,
or which would otherwise conflict with or adversely affect in any way Executive’s performance of
his or her employment obligation to the Company.



     8. Covenant Not to Compete for One Year. To the extent permitted by applicable law,
Executive agrees that for a period of one year following termination of employment:



          (i) Executive will not participate, directly or indirectly, as an individual proprietor,
partner, stockholder, officer, employee, director, joint venturer, investor, lender, consultant or
in any capacity whatsoever in a “Competing Business” (as defined below) in competition with any
business conducted by the Company, or its subsidiary or parent companies, that the Executive has
been directly involved with or had access to information with respect to; provided, however, that
such participation shall not include (i) the mere ownership of not more than two percent (2%) of
the total outstanding stock of a publicly held company; (ii) the performance of services for any
enterprise to the extent such services are not performed, directly or indirectly, for a business
unit of the enterprise in the aforesaid competition; (iii) any such business activity that is
conducted in a geographic area with which Executive was not involved on the Company’s behalf; or
(iv) any activity engaged in with the prior written approval of the board of directors of the
Company. For this purpose a “Competing Business” means any of BMC Software, Inc., EMC Corporation,
Hewlett-Packard Company, International Business Machines Corporation, Microsoft Corporation, Oracle
Corporation, Quest Software, Inc., Symantec Corporation and their subsidiaries.




          (ii) Executive will not solicit, call on, or induce others to solicit or call on, directly or
indirectly, any customers or prospective customers of the Company for the purpose of inducing them
to license or lease a product or service which may compete with any product or service of the
Company, unless such customer or prospective customer is located in a geographic area with which
Executive was not involved on the Company’s behalf.



The Executive agrees that the covenants contained in this section are reasonable in scope, area and
duration, are necessary to protect the Company’s Confidential Information and relationships with
customers and will not materially affect his ability to find suitable employment upon the end of
his employment with the Company.




     9. Identification of Subsequent Employment. Executive agrees that for a period of one year
following termination of employment, Executive, upon request of the Company, will identify in
writing within seven calendar days of the request, the nature of Executive’s actual or planned
business activities, including the name and address of any intended or actual employer.



     10. Non-Solicitation of the Company’s Employees. Executive agrees that during his or her
employment with the Company, and for a period of one year following termination of such



 









 







employment, Executive will not, directly or indirectly, hire any current or future employee of
the Company, or solicit or induce, or attempt to solicit or induce, any current or future employee
of the Company to leave the Company for any reason.



     11. Non-Disparagement. Following termination of Executive’s employment, (i) Executive shall
not, and shall not encourage or induce others to, in any manner, directly or indirectly, make or
publish any statement (orally or in writing) that would libel, slander, or disparage the Company,
any of its affiliates or any of their employees, officers or directors and (ii) the Company agrees
that it will not authorize any employee or any employee of its subsidiaries or its affiliates or
encourage or induce others to and that it will instruct its executive officers not to, in any
manner directly or indirectly, make or publish any statement (orally or in writing) that would
libel, slander or disparage Executive. “Libel” and “slander” shall have the meanings ascribed to
them by law under which this Agreement shall be governed and construed. For the purposes of this
Agreement, the term “disparage” includes, without limitation, comments or statements to the press
and/or media, the other party to this agreement, or any individual or entity with whom the other
party to this agreement has a business relationship, which would adversely affect in any manner (i)
the conduct of the business of the other party to this agreement (including, without limitation,
any business plans or prospects) or (ii) the business reputation of the other party to this
agreement. Nothing in this paragraph shall preclude the Executive or the Company or any of its
employees from giving truthful testimony under oath in response to a subpoena or other lawful
process or truthful answers in response to questions from a government investigator.



     12. Injunction. Executive acknowledges that by virtue of his or her employment with
the Company he or she has had or will have access to trade secrets and Confidential Information of
the Company, the disclosure of which will irreparably harm the Company. Executive further
acknowledges that irreparable harm will be suffered by the Company in the event of the breach by
Executive of any of his or her obligations under this Agreement, and that the Company will be
entitled, in addition to its other rights, to enforce such obligations by an injunction or decree
of specific performance from a court having proper jurisdiction. Any claims asserted by Executive
against the Company shall not constitute a defense in any injunction action brought by the Company
to obtain specific enforcement of this Agreement.



     13. Authorization to Modify Restrictions. Executive acknowledges that the restrictions
contained in this Agreement are reasonable, but agrees that if a court having proper jurisdiction
holds a particular restriction unreasonable, that restriction shall be modified to the extent
necessary in the opinion of such court to make it reasonable, and that the remaining provisions of
this Agreement shall nonetheless remain in full force and effect.



     14. List of Prior Inventions. All inventions, discoveries, improvements, concepts or ideas or
expressions thereof, which Executive has made prior to employment by the Company, are excluded from
the scope of this Agreement. As a matter of record, Executive has set forth on Exhibit A hereto a
complete list of inventions, discoveries, improvements, concepts or ideas or expressions thereof
which might relate to the Company’s business and which have been made by Executive prior to
employment with the Company. Executive agrees that under no circumstances will Executive
incorporate in any work performed for the Company: i) any of the inventions, discoveries,
improvements, concepts or ideas or expressions thereof disclosed on Exhibit A; and/or ii) any of
the technology described in any of the inventions, discoveries, improvements, concepts or ideas or
expressions thereof disclosed on Exhibit A, without the prior written consent of the Company.
Executive further agrees that in the event any of the inventions, discoveries, improvements,
concepts or ideas or expressions thereof disclosed on Exhibit A are incorporated into any work
performed for the Company without Company’s written consent, Executive grants the Company a royalty
free, perpetual license to make, use, sell, offer to sell, import, copy, reproduce and/or perform
any other act (including the right to make, copy and reproduce derivative works) necessary to
continue to exploit any work performed by the Executive for the Company.



     15. Legal Fees.



     (a) If the Company is successful in a suit or proceeding to enforce any provision of this
Agreement, Executive will pay the Company’s costs of bringing such suit or proceeding,
including reasonable attorney’s fees.




 









 





EXHIBIT A

TO

CONFIDENTIALITY AGREEMENT




     I represent that I have disclosed on this Exhibit all inventions, discoveries,
improvements, concepts or ideas or expressions thereof, including all patents, patent applications,
copyright registrations, copyrighted works (e.g., program code in source or object form or
writings) and/or computer programs (collectively “Inventions”) in which I claim any proprietary
right or interest. I agree that any present or future Inventions not listed on this Exhibit are
subject to assignment and vesting under Paragraph 6 of the attached CA Confidentiality Agreement.
The Company makes no attempt to verify Executive’s claim of ownership to any of the Inventions
disclosed on this Exhibit, and makes no admission that any Inventions disclosed on this Exhibit are
owned by Executive.



     In accordance with Paragraph 14 of the attached CA Confidentiality Agreement, I further agree
that under no circumstances will I incorporate in any work that I perform for the Company in: i)
any of the Inventions disclosed on this Exhibit; or ii) any of the technology described in any of
the Inventions disclosed on this Exhibit, without the prior written consent of the Company.



	 	 	 	 	 
	Brief Description of Invention

	 	 	 	Right, Title or Interested and
	 

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EXHIBIT B

For California Employees Only




     Section 2870. Application of provision providing that employee shall assign or offer to
assign rights in invention to employer.



     (a) Any provision in an employment agreement which provides that an employee shall assign, or
offer to assign, any of his or her rights in an invention to his or her employer shall not apply to
an invention that the employee developed entirely on his or her own time without using the
employer’s equipment, supplies, facilities, or trade secret information except for those inventions
that either:




	 	(1)	 	Relate at the time of conception or reduction to practice of the invention to the
employer’s business, or actual or demonstrably anticipated research or development of the
employer.
	 
	 	(2)	 	Result from any work performed by the employee for his employer.





     (b) To the extent a provision in an employment agreement purports to require an employee to
assign an invention otherwise excluded from being required to be assigned under subdivision (a),
the provision is against the public policy of this state and is unenforceable.