EX-10.2



 








Exhibit 10.2




EMPLOYMENT AGREEMENT




     This Agreement is entered into by and between CA, Inc. (the “Company”) and Nancy Cooper (the
“Employee”) as of the date that it has been duly executed by both parties, provided that the
Employee commences employment under the terms of this Agreement on or around August 15, 2006 as is
mutually agreed by the parties (such first date of employment being referred to herein as the
“Effective Date”).



     1. Employment, Duties, Authority and Work Standards. The Company hereby agrees to
employ the Employee on the Effective Date as Executive Vice President and Chief Financial Officer
(“CFO”) and the Employee hereby accepts such positions and agrees to serve the Company in such
capacities 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 titles and such
other duties, responsibilities and authority as the Chief Executive Officer shall from time to time
specify. The Employee will (a) serve the Company (and such of its subsidiary companies as the
Company may designate) faithfully, diligently and to the best of the Employee’s ability under the
direction of the Chief Executive Officer, (b) devote her full working time and best efforts,
attention and energy to the performance of her duties to the Company and (c) not do anything
inconsistent with her duties to the Company; provided however, that the Company agrees that the
Employee may continue to serve as a director of R.H. Donnelley, Inc., so long as such service does
not significantly interfere with the Employee’s duties to the Company under this Agreement.



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



     3. Sign-On Bonus. The Company shall pay the Employee a cash payment equal to
$250,000 (the “Sign-On Bonus”) in the following manner. The Company shall pay the Sign-On Bonus no
later than the first scheduled payroll date after the first 30 days of the Employment Period.
Notwithstanding the foregoing, in the event that the Employee is terminated for Cause or resigns
without Good Reason prior to the first anniversary of the Effective Date, the Employee shall be
obligated to immediately repay to the Company the Sign-On Bonus paid to her.



     4. 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 $500,000 per annum (the “Base
Salary”), payable semi-monthly concurrent with the Company’s normal payroll cycle.




          (b) In addition to the Base Salary, during the Employment Period, the Employee shall have an
opportunity to earn an annual cash bonus (“Annual Bonus”) under the Company’s Annual Performance
Bonus program in accordance with Section 4.4 of the Company’s 2002 Incentive Plan, as amended and
restated, or any successor thereto (the “Incentive Plan”); provided that, with respect to the
fiscal year ending March 31, 2007, the Employee’s Annual Performance Bonus target shall equal
$500,000 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) In addition, the Employee shall also be eligible to receive a targeted Long-Term
Performance Bonus of $1,500,000 for the performance period that commenced on April 1, 2006 under
the Company’s Long-Term Performance Bonus program as set forth in Section 4.5 of the Incentive Plan
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) Subject to applicable law, management will recommend that, following the Effective Date,
the Employee will be granted an award of 50,000 restricted shares of the
Company’s Common Stock (“Restricted 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 (3) relatively equal annual installments commencing on the
first anniversary of the date of grant, provided the Employee remains employed through each such
anniversary.




          (e) Within four (4) months following the Effective Date, $500,000 will be notionally credited
to a deferred compensation account maintained by the Company for the Employee’s benefit. The
Employee will vest in the deferred compensation account on the first anniversary of the Effective
Date.




          (f) All payments to the Employee shall be subject to applicable tax withholding.




     5. 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. Additionally, the Employee will
be provided with corporate housing in accordance with the Company’s policy for at least 12 months
following the Effective Date (the Company may, in its discretion, continue such corporate housing
on an annual basis thereafter).



          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.




     6. Termination; Termination Payments.



          (a) Unless the Employee’s employment shall sooner terminate for any reason pursuant to
paragraph 7 of this Agreement, the “Employment Period” shall commence on the Effective Date and
shall initially terminate on August 31, 2009, except that beginning on August 31, 2009 and each
August 31 thereafter, the Employment Period will automatically extend for one year unless either
the Employee or the Company gives at least 60 days’ advanced 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 a lump sum cash amount equal to one (1) times the
Employee’s Base Salary.




          (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 her 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 Employee resigns other than for Good Reason, is terminated for
Cause, 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 6(b) of this Agreement, but the terms and conditions of paragraph 6(c) shall remain in
effect.




          (e) If the Employee is a participant in the Company’s CIC Severance Policy 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.




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     7. 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 6 of this Agreement) or by the Employee upon
60 days’ written notice to the Company (subject to the provisions of paragraph 6 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
the 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 6 of this
Agreement. The effective date of the Employee’s termination of employment shall be referred to
herein as the “Termination Date.”



     8. 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 CA Plaza, Islandia, New York 11749, Attention:
Executive 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 her 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, 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 executed 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. However, this Agreement will not be effective until the date it has been executed
by both parties.




          (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 her rights hereunder on any occasion or
series of occasions.




          (f) The parties agree that this Agreement is intended to comply with the
requirements of Section 409A of the Code and the regulations promulgated thereunder (“Section
409A”) or an exemption from Section 409A. In the event that after execution of this Agreement
either party
makes a determination inconsistent with the preceding sentence, it shall promptly notify the
other party of the basis for its determination. The parties agree to renegotiate in good faith the
terms




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of this Agreement at no additional cost to the Company, if the Employee determines that this
Agreement as structured would have adverse tax consequences to her under applicable law. By way of
example and not limitation, if the Employee is a “specified employee” within the meaning of Section
409A of the Code, as amended and that, as a result of such status, any portion of the payment under
this Agreement would be subject to additional taxation, the Company will delay paying any portion
of such payment until the earliest permissible date on which payments may commence without
triggering such additional taxation (with such delay not to exceed six (6) months), with the first
such payment to include the amounts that would have been paid earlier but for the above delay.



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/ Nancy Cooper

	 	 	 	By:	 	/s/ Andrew Goodman	 	 
	 

	 	 	 	 	 	 	 	 
	Nancy Cooper	 	 	 	Name: Andrew Goodman	 	 
	Date: August 1, 2006	 	 	 	Title: Executive
Vice President, Human Resources	 	 
	 	 	 	 	Date: August 1, 2006	 	 






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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 her duties and responsibilities to the Company and its affiliates
(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 her 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 she admits or denies liability).




          (5) The Employee’s breach of her 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 her own attorney in connection
with an Investigation shall not constitute “Cause”.




          (7) The Employee’s purposely 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 her loss of any governmental or
self-regulatory license that is reasonably necessary for her to perform her 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, she will serve in the capacity contemplated by this Agreement to
whatever extent legally permissible and, if her employment is not permissible, she 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 her act or omission was in the best
interests of the Group.



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



          (1) Any material and adverse change in the Employee’s title;




          (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 (and for purposes of
clarification, a change in the number of direct reports will not constitute a material and adverse
reduction in the Employee’s authorities or responsibilities);




          (3) Any reduction by the Company in the Employee’s Base Salary or target level of Annual Bonus
as set forth in Sections 4(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;




          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”. The Company’s placing the Employee on paid leave for up to 90
consecutive days while it is determining whether there is a basis to terminate the Employee’s
employment for Cause will not constitute Good Reason.





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