EX-10.1



 







Exhibit 10.1




SEPARATION AGREEMENT AND GENERAL CLAIMS RELEASE



CA, Inc., on behalf of its officers, directors, shareholders, employees, agents, representatives,
parents, subsidiaries, legal entities in or outside the United States, affiliates, divisions,
successors and assigns (hereinafter collectively referred to as the “Company”) and “I” Gregory
Corgan agree as follows:



1. I acknowledge that the Company advised me to read this agreement (the “Agreement”) and carefully
consider all of its terms before signing it. The Company gave me 21 calendar days to consider this
Agreement. I acknowledge that:





	 	(a)	 	To the extent I deemed appropriate, I took advantage of this period to
consider this Agreement before signing it;
	 
	 	(b)	 	I carefully read this Agreement;
	 
	 	(c)	 	I fully understand it;
	 
	 	(d)	 	I am entering into it knowingly and voluntarily;
	 
	 	(e)	 	The Company advised me to discuss this Agreement with my attorney (at my own
expense) before signing it and I decided to seek legal advice or not seek legal advice
to the extent I deemed appropriate; and,
	 
	 	(f)	 	I understand that the waiver and release contained in this Agreement does not
apply to any rights or claims that may arise after the date that I execute the
Agreement.




2. I understand that I may revoke this Agreement within seven (7) days after I sign it by providing
written notice on or before the seventh (7th) day after signing this Agreement to Andrew
Goodman, Executive Vice President of Human Resources, located at One CA Plaza, Islandia, New York,
11749. I understand and agree that the Company will not send me any consideration described in
paragraph 3 below until the seven (7) day revocation period has expired.



3. My employment with the Company ended on June 30, 2006. In exchange for my full acceptance of
the terms of this Agreement, the Company agrees to pay me the following consideration:




     (a) the sum of $550,000 DOLLARS and NO CENTS as a separation payment (“Separation Payment”);
and



     (b) the sum of $12,000 DOLLARS and NO CENTS to assist me in continuing my medical insurance
coverage (“COBRA Assistance Payment”).1





 




			
	1	 	I understand that if I wish to continue
my medical insurance coverage pursuant to COBRA that I must elect COBRA
coverage (by following the procedure set forth in the COBRA notice that I will
receive from ADP for making such an election) within the timeframes specified
in the COBRA notice. I further understand that my signature on this agreement
is NOT a COBRA election.




 









 









I understand and agree that the Company will make normal withholdings from the Separation Payment
and COBRA Assistance Payment for things such as federal, state and local taxes. I further
understand that the combined amount of the Separation Payment and COBRA Assistance Payment will be
made in one lump sum payable on the first full payroll cycle following my return of this executed
Agreement to the Company.



4. To the greatest extent permitted by law, I release the Company from any and all known or unknown
claims and obligations of any nature and kind, in law, equity or otherwise, arising out of or in
any way related to agreements, events, acts or conduct at any time prior to and including the date
I execute this Agreement. The claims I am waiving and releasing under this Agreement include, but
are not limited to, any claims and demands that directly or indirectly arise out of or are in any
way connected to my employment with the Company or the Company’s termination of my employment; any
claims or demands related to salary, bonuses, commissions, stock, stock options, or any other
ownership interest in the Company; and, any claims under Title VII of the Civil Rights Acts of
1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and
Medical Leave Act, the Fair Labor Standards Act and any other federal law, state law, local law,
country law, common law, or any other statute, regulation, or law of any type. I also waive any
right to any remedy that has been or may be obtained from the Company through the efforts of any
other person or any government agency.



5. I understand and agree that the waiver and release of claims contained in paragraph 4 of this
Agreement shall not apply to any of the following:





	 	a.	 	Any rights I may have to continued health or dental benefits under a
Company-sponsored benefit plan. Any such benefits shall be governed by the terms
of the specific benefit plan under which such benefits are provided;
	 
	 	b.	 	Any rights I may have pertaining to the exercise of vested stock
options that I may have under a stock option plan administered by the Company.
Any such vested options will be governed by the terms of the stock option plan
(and any amendments thereto) under which such options were granted;
	 
	 	c.	 	Any rights I may have related to payment for accrued but unused
vacation as of the Termination Date;
	 
	 	d.	 	Any rights I may have under the Consolidated Omnibus Budget
Reconciliation Act (“COBRA”);
	 
	 	e.	 	Any rights I may have related to vested monies that I may have within
the Company’s 401(k) plan;




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	 	f.	 	Any rights I may have related to monies that I may have within the
Company’s Employee Stock Purchase Plan;
	 
	 	g.	 	Any claim I may have to reimbursement of business-related expenses
that I incurred while performing my job for the Company. Such amounts will be
paid if deemed owing in accordance with Company policy; and
	 
	 	h.	 	Any rights I may have to payments under this Agreement.




6. I acknowledge that the Company is under no obligation to make the payments or provide the
benefits being provided to me pursuant to paragraph 3 of this Agreement, and that the Company will
do so only subject to my agreement to, and compliance with, the terms of this Agreement.



7. I understand and agree that I will not say that this Agreement is an admission of guilt or
wrongdoing by the Company and I acknowledge that the Company does not believe or admit that it has
done anything wrong. I also will not do anything to criticize, denigrate, or disparage the
Company.



8. I certify that I have complied with the provisions of the Employment and Confidentiality
Agreement (or similar agreement) that I signed when I began working for the Company (the “Employee
Agreement”) and that I have not done or in any way been a party to, or knowingly permitted, any of
the following;





	 	a.	 	disclosure of any confidential matters or trade secrets of the
Company;
	 
	 	b.	 	retention of any confidential materials (including product and
marketing information, development documents or materials, drawings, or other
intellectual property) created or used by me or others during my employment;
	 
	 	c.	 	copying any of the above; and,
	 
	 	d.	 	retention of any materials or personal property (including any
documents or other written materials, or any items of computer or other hardware,
or any software) belonging to, or in the possession of the Company.




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9. I understand and agree that I have a continuing obligation to preserve as confidential (and
not to reveal to anyone or use, for myself or anyone else) any trade secret, know-how or
confidential information created or learned by me during my employment with the Company. By
signing this Agreement, I confirm my promise to perform each and every one of the obligations that
I undertook in the Employee Agreement, to the extent applicable. I expressly confirm that I know
of no reason why any promise or obligation set forth in the Employee Agreement, to the extent
applicable, should not be fully enforceable against me. I understand that the terms of the
Employee Agreement are incorporated into this Agreement by reference.



10. I agree that if a court of law determines that I have breached a promise that I make under this
Agreement that I will be obligated to pay the reasonable attorney’s fees and any damages the
Company may incur as a result of or related to such breach. I acknowledge that any actual or
threatened violation of Paragraphs 8 or 9 would irreparably harm the Company, and that the Company
will be entitled to an injunction (without the need to post any bond) prohibiting me from
committing any such violation.



11. This Agreement and the Employee Agreement contain the entire agreement between me and the
Company regarding the subjects addressed herein, and may be amended only by a writing signed by
myself and the Company’s Executive Vice President of Human Resources. I acknowledge that the
Company has made no representations or promises to me other than those in this Agreement. If any
one or more of the provisions of this Agreement is determined to be illegal or unenforceable for
any reason, such provision or other portion thereof will be modified or deleted in such manner as
to make this Agreement, as modified, legal and enforceable to the fullest extent permitted under
applicable law.




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12. I agree that if I am notified that any claim has been filed against me or the Company that
relates to my employment with the Company, I will provide prompt written notice of the same to the
Company, and shall cooperate fully with the Company in resolving any such claim. Further, I agree
that I will make myself reasonably available to the Company representatives in connection with any
and all claims, disputes, negotiations, investigations, lawsuits or administrative proceedings
relating to my tenure with the Company. I further agree that I will provide the Company with any
information and/or documentation in my possession or control that it may request in connection with
any and all claims, disputes, negotiations, investigations, lawsuits or administrative proceedings
related to my tenure with the Company. I further agree that if requested to do so by the Company,
I will provide declarations or statements to the Company, will meet with attorneys or other
representatives of the Company, and will prepare for and give depositions or testimony on behalf of
the Company relating to any claims, disputes, negotiations, investigations, lawsuits or
administrative proceedings related to my tenure with the Company. I understand and agree that to
the extent my compliance with the terms of this paragraph 12 requires me to travel or otherwise
incur expenses, the Company will reimburse me for any such reasonable expenses that I incur.
Finally, I understand that subject to and in accordance with applicable law and the Company Bylaws
as in effect from time to time, the Company agrees to indemnify me with respect to any action, suit
or proceeding to which I am made or threatened to be made a party that arises out of my good faith
performance of my job responsibilities with the Company.



13. This Agreement binds my heirs, administrators, representatives, executors, successors, and
assigns, and will inure to the benefit of the Company.



14. This Agreement shall be governed by and, for all purposes, construed in accordance with the
laws of the State of New York applicable to contracts made and to be performed in such state. The
federal or state courts of the State of New York shall have sole and exclusive jurisdiction over
any claim or cause of action relating to this Agreement, my employment with the Company, or my
separation from the Company. I will accept service of process as provided under New York law or by
registered mail, return receipt requested, and waive any objection to personal jurisdiction over me
in the state or federal courts of the State of New York.




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IN WITNESS WHEREFORE, the Company has caused this instrument to be executed in its corporate name,
by an individual with full authorization to act on its behalf. Further, I sign my name and enter
this Agreement on behalf of myself, my legal representatives, executors, heirs and assigns.




	 	 	 	 	 	 	 
	EMPLOYEE	 	 	 	 
	 
	 	 	 	 	 	 
	BY:

	 	/s/ Gregory Corgan	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	EMPLOYEE SIGNATURE	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	7/24/2006	 	 	 	 
	 

	 	DATE	 	 	 	 
	 
	 	 	 	 	 	 
	Sworn and subscribed before me this the 24th day of July, 2006.
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Notary Public	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	NOTARIAL STAMP OR SEAL	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	CA, INC.	 	 	 	 
	 
	 	 	 	 	 	 
	BY:

	 	/s/ Andrew Goodman	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	ANDREW GOODMAN	 	 	 	 
	 	 	EXECUTIVE VICE
PRESIDENT — HUMAN RESOURCES
	 
	 	 	 	 	 	 
	DATE: 7/25/2006	 	 	 	 







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