exv10w4







Exhibit 10.4









October 1, 2009




Nancy Cooper




Dear Nancy:




     At CA, Inc. (the “Company”), we recognize that our most valuable assets are our employees and
that our employees are essential to our past and future success. I am writing you this letter to
assure you that you are a highly valued executive and that we look forward to your continued
contributions to the Company. To motivate you to continue your high level of commitment to the
Company, you have been selected to be eligible to receive a special retention bonus in accordance
with the terms of this letter. Your special retention bonus will be in addition to (and will not
be in lieu of) any annual bonus or other incentive compensation amounts you may otherwise be
entitled to receive from the Company.



Special Retention Bonus




     The amount of your potential special retention bonus is $600,000 (the “Retention
Amount”). Subject to the conditions below, the Company will pay you the Retention Amount in cash
according to the following schedule:




	 	1.	 	$300,000 will be paid on May 1, 2010 or as soon as administratively
feasible thereafter; and,
	 
	 	2.	 	The remaining $300,000 will be paid on October 1, 2010 or as soon as
administratively feasible thereafter.





Conditions to Special Retention Bonus:





a. If your employment with the Company terminates before October 1, 2010 for any reason
(other than if the Company terminates you without “Cause” (as defined in your employment
agreement with the Company) or if you quit for “Good Reason” (as defined in your employment
agreement with the Company)), then you will not be entitled to any unpaid portion of the
Retention Amount (and the unpaid portion of the Retention Amount will terminate and be
forfeited).




b. If your employment with the Company terminates before October 1, 2010 because the Company
terminates you without Cause or you quit for Good Reason, then, subject to your execution,
delivery and non-revocation, within fifty-five (55) days following the date of termination,
of a valid and effective Separation & Non-Competition Agreement and General Claims Release
(“Release Agreement”) in a form acceptable to the Company, any unpaid portion of the
Retention Amount will be paid to you in a lump sum within 15 business days of your return
and non revocation of the Release Agreement.



Other Terms




     All payments under this letter will be less any taxes required to be withheld under applicable
federal, state or local law. The special retention bonus will not be taken into account in
computing the amount of salary or compensation to determine any bonus, retirement, or other benefit
under any Company benefit plan or arrangement.



 








 





     You will not have any right to transfer, assign, pledge, alienate or create a lien upon the
special retention bonus. The special retention bonus is unfunded and unsecured and payable out of
the general funds of the Company. Nothing in this letter is intended to suggest any guaranteed
period of continued employment and your employment will at all times continue to be terminable by
you or the Company. This letter will be binding on any successor to the Company. Your obligation
to maintain the confidentiality of this letter and the special retention bonus will continue after
your employment with the Company terminates for any reason.



     This letter will be governed by, and construed in accordance with, the laws of the state of
New York. The payments under this letter are intended to be “short-term deferrals” that do not
constitute “deferred compensation” subject to
Section 409A of the Internal Revenue Code (“Section
409A”). The parties agree to interpret and administer this letter in a manner intended to comply
with Section 409A. If and to the extent that any payment under this letter is determined by the
Company to constitute “non-qualified deferred compensation” subject to Section 409A (because a
payment is not a “short-term deferral” and not an involuntary severance payment under Treas.
Reg. §1.409A-1(b)(9)(iii)) and that is payable to you by reason of your termination of employment,
then (1) such payment or benefit shall be made or provided to you only upon a “separation from
service” as defined for purposes of Section 409A under applicable regulations and (2) if you are a
“specified employee” (within the meaning of Section 409A and as determined by the Company), such
payment will not be made or provided before the date that is six months after the date of your
separation from service (or your earlier death, disability or a change in ownership or effective
control, each within the meaning of Section 409A).


We thank you for the service you have rendered in the past and look forward to your continued
contribution to the success of the Company. Please acknowledge your acceptance of the terms of
this letter and return it to me as soon as possible but no later than October 1, 2009.




	 	 	 	 	 
	 	Sincerely,



CA, Inc.

 	 
	 	/s/ Andrew Goodman
 	 
	 	Title: EVP, Global Human Resources 	 
	 	 	 
	 



	 	 	 
	Acknowledged and agreed:
	 	 
	 
	 	 
	/s/ Nancy E. Cooper
	 	 
	 

Name: Nancy Cooper

	 	 
	Date: October 1, 2009
	 	 







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