EX-10.12



 






Exhibit 10.12




EMPLOYMENT AGREEMENT




     This Agreement is entered into by and between Computer Associates International, Inc. (the
“Company”) and Donald Friedman (the “Employee”) as of March 23, 2005. Subject to the Employee’s
satisfactory completion of pre- and post-employment background, reference and other checks, the
Employee’s employment under this Agreement will begin on or around April 15, 2005 (the first day of
employment, the “Effective Date”).



     1. Employment, Duties, Authority and Work Standards. The Company hereby agrees to
employ the Employee as Chief Marketing Officer and the Employee hereby accepts such position and
agrees to serve the Company and its affiliates from time to time (together, the “Group”) in such
capacity 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 title and such
other duties, responsibilities and authority as the Chief Executive Officer shall from time to time
specify. The Employee will (a) serve the Group faithfully, diligently and to the best of the
Employee’s ability under the direction of the Chief Executive Officer, (b) devote his full working
time and best efforts, attention and energy to the performance of his duties to the Group and (c)
not do anything inconsistent with his duties to the Group.



     During the Employment Period, the Employee will not render any business, commercial or
professional services to any non-member of the Group, except that the Employee may serve on
corporate, civic or charitable boards, so long as these activities do not interfere with the
performance of his responsibilities under this Agreement and such service is approved by the Board
of Directors of the Company (the “Board”).



     2. Laws; Other Agreements. The Employee 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 the Employee is a party or by which he is bound.



     3. Compensation.



          (a) In consideration of services that the Employee will render to the Company, the Company
agrees to initially pay the Employee, during the Employment Period, the sum of $400,000 per annum
(less applicable withholdings) (the “Base Salary”), payable semi-monthly concurrent with the
Company’s normal payroll cycle. The Base Salary may be increased from time to time, at the
discretion of the Board or a committee thereof. During the Employment Period, the Employee will be
entitled to four (4) weeks of paid annual vacation. The Company will make available to the
Employee corporate housing or other reasonable accommodations in Suffolk County, NY, for the period
during which the Employee is working in the Company’s offices in Islandia, NY on a full-time basis.



          (b) During the Employment Period, with respect to each of the Company’s fiscal years ending
March 31, 2006, March 31, 2007 and March 31, 2008, management shall recommend that the Employee be
eligible to receive an annual cash bonus (“Annual Bonus”) under the Company’s 2002 Incentive Plan
or a successor plan (the “Incentive Plan”) with a target level of at least $400,000, provided that
such targeted amount and the other terms and conditions of such Annual 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) As of the Effective Date, the Employee will be granted an award of 10,000 restricted
shares (“Restricted Stock”) of Common 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 approximately equal installments on each of the first three
anniversaries of the grant date, provided the Employee remains employed through the applicable
vesting date.



          In addition, as of the Effective Date, the Employee will be granted options to purchase



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50,000 shares of Common Stock (the “Options”), subject to the terms and conditions set forth
in the Incentive Plan and the Option grant agreement provided to the Employee. Such Option grant
agreement shall provide that the Options will vest in three approximately equal installments on
each of the first three anniversaries of the grant date, provided the Employee remains employed
through the applicable vesting date.



     4. 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.



     5. Termination; Termination Payments.




          (a) Unless the Employee’s employment shall sooner terminate for any reason pursuant to
paragraph 5 of this Agreement, the “Employment Period” shall commence on the Effective Date and
shall initially terminate on the third anniversary of the Effective Date, except that beginning on
the third anniversary of the Effective Date, the Employment Period will automatically extend for
one year unless either the Employee or the Company gives at least 90 days’ advance 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
Employee’s Base Salary, within thirty (30) days following the effective date of such release and
waiver.



          (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 his 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 Agreement expires pursuant to paragraph 5(a) or the Employee resigns
without Good Reason, is terminated for Cause, or 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 5(b) of this Agreement, but the terms and
conditions of paragraph 5(c) shall remain in effect.



     6. 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 5 of this Agreement) or by
the Employee upon 60 days’ written notice to the Company (subject to the provisions of paragraph 5
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 (and will then pay the Employee in lieu of such
waived notice period). In addition, this Agreement shall automatically terminate upon 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 5 of this Agreement.
The effective date of the Employee’s termination of employment shall be referred to herein as the
“Termination Date.”



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     7. 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 Computer Associates Plaza, Islandia, New York
11749, Attention: Senior 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 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.



          (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 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.



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


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.




	 	 	 	 	 
	 	 	COMPUTER ASSOCIATES

INTERNATIONAL, INC.
	 
	 	 	 	 
	/s/ Donald Friedman

	 	By:
	 	/s/ Andrew G. Goodman
	 

	 	 	 	 
	Donald Friedman

	 	Name:
	 	Andrew G. Goodman
	

	 	Title:
	 	Senior Vice President, HR






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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 his duties and responsibilities to 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 his 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 he admits or denies liability).



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



          (7) The Employee’s 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 his loss of any governmental or
self-regulatory license that is reasonably necessary for him to perform his 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, he will serve in the capacity contemplated by this Agreement to
whatever extent legally permissible and, if his employment is not permissible, he 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 his 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 position with the Group;



          (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;



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



          (5) The Employee ceases to report to the Chief Executive Officer of the Company;



          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.”




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