exv10w6






Exhibit 10.6









October 1, 2009




Amy Olli




Dear Amy,



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 $500,000 (the “Retention Amount”).
Subject to the conditions below, the Company will pay you your special retention bonus in cash
within 30 days following April 1, 2011.




Conditions to Special Retention Bonus:





	 	a.	 	If your employment with the Company terminates before April 1, 2011 for any
reason (other than if the Company terminates you without “Cause” or by providing you a
“Notice of Non-Extension” (each 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 April 1, 2011 because the
Company terminates you without Cause or by providing you a Notice of Non-Extension 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.





 









 





Confidentiality



This letter and the amount of your special retention bonus are confidential and should not be
discussed with anyone (including co-workers and the Company’s advisors) other than the signer of
this letter, members of your family and your financial and legal advisors who will also be under an
obligation to keep the terms of this letter confidential. While some employees may have been told
that they will be eligible for a special retention bonus, many other employees will not. Out of
consideration for them and to ensure the integrity of this retention program, you are asked to
maintain the confidentiality of this letter. We are relying on your sensitivity and
professionalism in observing this request.




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).




2









 




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 9, 2009.




	 	 	 	 	 
	 

	 	Sincerely,	 	 
	 
	 	 	 	 
	 

	 	CA, Inc.	 	 
	 
	 	 	 	 
	 

	 	/s/ Andrew Goodman	 	 
	 

	 	 

	 	 
	 

	 	Title: EVP, Global Human Resources	 	 






	 	 	 
	Acknowledged and agreed:
	 	 
	 
	 	 
	/s/ Amy Fliegelman Olli
	 	 
	 


	 	 
	Name: Amy Fliegelman Olli
	 	 
	Date: October 1, 2009
	 	 






3