AMENDED FORM OF AWARD AGREEMENT UNDER THE CA, INC 2011 INCENTIVE PLAN



 Exhibit 10.59 

 
 



 
 CA, INC. 
 RESTRICTED STOCK AWARD AGREEMENT 
 [Participant Name] (“Participant”)

  
 Name of Participant

  

			
	 Total Number of Restricted Stock Shares Granted
	  	[Number of Restricted Shares Granted]
	 Grant Date
	  	[Grant Date]

 THIS AGREEMENT, including without limitation Appendix A hereto, (this “Agreement”) dated as of the date set
forth above and entered into by and between CA, Inc., a Delaware corporation (the “Company”) and the above-referenced Participant, provides for the grant of the number of restricted shares under the CA, Inc. 2011 Incentive Plan (the
“Plan”). This Agreement incorporates by reference the terms of the Plan, and is subject to the terms of the Plan. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan will
control. Except as otherwise provided in this Agreement, capitalized terms in this Agreement will have the meanings specified in the Plan. 
  

	1.	Grant of Restricted Shares  

 The Company hereby grants to the Participant the number of shares of Restricted Stock (the “Restricted Stock”) set forth above on the grant date set forth above (the “Grant Date”).

  

	2.	Vesting of Restricted Shares 

 The Restricted Stock will vest with respect to 70 % of the underlying shares of Restricted Stock on the first anniversary of the Grant Date and with respect to an additional 20% of the underlying
shares on the first anniversary of the Grant Date and remaining 10% of the underlying shares on the second anniversary of the Grant Date. Shares of Restricted Stock shall fully vest upon the Participant’s death or Termination of Employment due
to Disability. Except as otherwise provided in Section 5 of this Agreement , unvested shares of Restricted Stock shall be forfeited by the Participant upon the Participant's Termination of Employment, as defined in the Plan, for any reason
other than death or Termination of Employment due to Disability, as defined in the Plan. 
  

	3.	Payment of Restricted Stock 

 The shares of Restricted Stock shall be registered in the name of the Participant and the Restricted Stock will be held for the Participant by the Company (a) in certificate form or (b) in bank
entry form subject to the Company’s instructions, unvested until vesting. The Participant shall then have all the rights of a stockholder with respect to such shares, including the right to vote and receive dividends or other distributions made
or paid with respect to such shares, except that such shares (and dividends and other distributions on such shares) shall be subject to the vesting and forfeiture provisions described in Section 2 above. As promptly as practicable after the
Restricted Stock has vested in accordance with paragraph 2, the Company shall deliver to the Participant (or in the event of the Participant‘s death, to the Participant’s estate or any person who acquires the Participant’s interest in
the Restricted Stock by bequest or inheritance) the Restricted Stock earned, together with any dividends and distributions thereon then held by the Company (or subject to its instructions). 








	4.	Restrictions on Transfer 


Shares of Restricted Stock that are included in this award may not be transferred by the Participant prior to vesting. 

 

	5.	Forfeiture and Recovery of Restricted Shares 

 Notwithstanding any other provision of this Agreement or the Plan to the contrary, the Restricted Stock may be forfeited without consideration if the Participant, as determined by the Committee in its
sole discretion, engages in any Prohibited Activities (as defined in Appendix A). 
 If the Participant engages in any Prohibited
Activities, the Participant shall, at the sole discretion of the Committee, return any shares of Common Stock or forfeit any gain realized in respect of Restricted Stock that vested within 12 months prior to the Participant's Termination of
Employment (the “Affected Restricted Stock”). The gain pursuant to this Section 5 shall be deemed to be an amount equal to the Fair Market Value, on the applicable vesting date, of the shares of Common Stock deemed delivered to the
Participant in respect of the Affected Restricted Stock (including any dividends and distributions thereon and any shares withheld to cover any portion of the tax withholding obligations). It will be at the Company’s discretion as to whether
shares of Common Stock or cash equal to the gain realized in respect of the Affected Restricted Stock shall be returned to the Company and such return or reimbursement shall be made by the Participant immediately after demand by the Company, but not
later than ten days following such demand. The amount of the gain calculated pursuant to this Section 5 shall not take into account any taxes paid by or withheld from the Participant in respect of the Affected Restricted Stock. 

The foregoing provision will be applied in compliance with applicable laws, including without limitation the Dodd-Frank Wall Street Reform
and Consumer Protection Act, and the Participant will be subject to such forfeiture and recovery and reimbursement policies that the Company or any of its Related Companies may establish to comply with such laws from time to time. 

 

	6.	Tax Withholding 

 As a
condition to the delivery of any shares pursuant to the vesting of the Restrictive Stock, the Participant is required to pay tax withholding obligations that arise in connection with the vesting of the Restricted Stock by (a) payment to the
Company in cash or by certified check, bank draft, wire transfer or postal or express money order an amount sufficient to satisfy any applicable tax withholding obligations or (b) instructing the Company to withhold shares of Common Stock that
would otherwise be available for delivery upon the vesting of this award having a Fair Market Value on the date the shares of Restricted Stock first become taxable equal to the applicable tax withholding obligations. In other cases, as a condition
to the delivery of shares or the lapse of restrictions related to this award, or in connection with any other event that gives rise to a tax withholding obligation, the Company (a) may deduct or withhold from any payment or distribution to the
Participant (whether or not pursuant to the Plan), (b) will be entitled to require that the Participant remit cash to the Company (through payroll deduction or otherwise), or (c) may enter into any other suitable arrangements to withhold,
in each case, in an amount sufficient to satisfy such withholding obligation. 
  

	7.	Changes In Stock 

 The
Restricted Stock is subject to the adjustment provisions set forth in Sections 4.11, 5.3 and 5.4 of the Plan. 
  

	8.	No Guarantee of Employment or Service 

 This award will not obligate the Company or any Related Company to retain the Participant in its employ or service for any period. 

  
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	9.	Governing Law; Severability; Choice of Law 

 This Agreement will be governed by the internal substantive laws, and not the choice of law rules, of the State of New York and construed accordingly, to the extent not superseded by applicable federal
law. If any provision of the Agreement is held unlawful or otherwise invalid or unenforceable, in whole or in part, the unlawfulness, invalidity or unenforceability will not affect any other provision of this Agreement or part thereof, each of which
will remain in full force and effect. Any action related to this Agreement shall be brought exclusively in the federal or state courts of the State of New York, County of Suffolk. The Participant will accept service of process as provided under New
York law or by registered mail, return receipt requested, and waive any objection based upon forum non conveniens or as to personal jurisdiction over the Participant in federal or state courts of the State of New York, County of Suffolk. The
choice of forum set forth in this Section 9 shall not be deemed to preclude the enforcement of any judgment obtained in such forum in any other jurisdiction. 
  

	10.	Acceptance and Acknowledgment 

 By accepting this Agreement, the Participant: 
  

	 	(a)	accepts and acknowledges receipt of the Restricted Stock which has been issued to the Participant under the terms and conditions of the Plan; 


 

	 	(b)	acknowledges and confirms the Participant’s acceptance and agreement to the collection, use and transfer, in electronic or other form, of personal information
about the Participant, including, without limitation, the Participant’s name, home address, and telephone number, date of birth, social security number or other identification number, and details of all the Participant’s shares held and
transactions related thereto, by the Company and its Related Companies and agents for the purpose of implementing, administrating and managing the Participant’s participation in the Plan, and further understands and agrees that the
Participant’s personal information may be transferred to third parties assisting in the implementation, administration and management of the Plan, that any recipient may be located in the Participant’s country or elsewhere, and that such
recipient’s country may have different data privacy laws and protections than the Participant’s country; 

  

	 	(c)	acknowledges and confirms the Participant’s consent to receive electronically this Agreement, the Plan and the related Prospectus and any other Plan documents that
the Company is required to deliver; 

  

	 	(d)	acknowledges that a copy of the Plan and the related Prospectus is posted on the Company’s website and that the Participant has access to such documents;


  

	 	(e)	agrees to be bound by the terms and conditions of this Agreement and the Plan (including, but not limited to, Section 7.5 of the Plan, Section 5 of this
Agreement and Appendix A to this Agreement), as may be amended from time to time; 

  

	 	(f)	acknowledges and confirms that (i) he or she may file an election pursuant to Section 83(b) of the Code to be taxed currently on the Fair Market Value of the
shares of Restricted Stock (less any purchase price paid for such shares), provided that such election must be filed with the Internal Revenue Service no later than thirty (30) days after the grant of such shares and may seek the advice
of his or her own tax advisors as to the advisability of making such a Section 83(b) election, the potential consequences of making such an election, the requirements for making such an election, and the other tax consequences of this award
under federal, state, and any other laws that may be applicable, and (iii) the Company and its Subsidiaries and agents have not and are not providing any tax advice to the Participant; 


  
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	 	(g)	agrees to accept as binding, conclusive and final all decisions and interpretations of the Committee upon any questions related to the Plan or this Agreement;


  

	 	(h)	understands that neither Plan nor this Agreement gives the Participant any right to employment or service with the Company or any Related Company and that the
Restricted Stock is not part of the Participant’s normal or expected compensation; and 

  

	 	(i)	understands and acknowledges that the grant of the Restricted Stock is expressly conditioned on the Participant's adherence to the terms of the applicable policies and
procedures of the Company and its Related Companies. 

  

	11.	Entire Agreement 

 This
Agreement and the Plan and, to the extent applicable to the Participant, any written employment agreement between the Participant and the Company, constitute the entire agreement between the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements between the parties with respect to the subject matter hereof. 
  

			
	By:	 	




		 	 William McCracken
 CEO



  
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 Appendix A 

 

	1.	Prohibited Activities. The Participant recognizes that the Company is engaged in a highly competitive business and that its customer, employee, licensee,
supplier and financial relationships are of a highly sensitive nature. As a reasonable means to protect the Company’s Confidential Information (as defined in the subclause (a) below), investment, relationships, and goodwill, and in
consideration for this Restricted Stock grant, the Participant agrees that, to the extent permitted by applicable law, the Participant will not, either during his or her employment or for a period of 12 months following the termination of his or her
employment (or such longer period specified below) for any reason engage in any of the following “Prohibited Activities”: 

  

	 	(a)	Engage in any business activity in a Restricted Area that competes with the business activities of the Company and its corporate affiliates about which Participant
either had (i) a job responsibility to promote, or (ii) access to Confidential Information. “Restricted Area” for purposes of this Agreement, means a geographic area that the Participant served or covered on behalf of the Company
at any time within the 18 months preceding the end of his or her employment with the Company. “Confidential Information,” for the purposes of this Agreement, means information, including information that is conceived or developed by
the Participant that is not generally known to the public and that is used by the Company in connection with its business. By way of example, the term “Confidential Information” would include: trade secrets; processes; formulas; research
data; program documentation; algorithms; source codes; object codes; know-how; improvements; inventions; techniques; training materials and methods; product information; corporate strategy; sales forecast and pipeline information; research and
development; plans or strategies for marketing and pricing; and information concerning existing or potential customers, partners, or vendors. The Participant understands that this list is not all-inclusive and merely serves as examples of the types
of information that falls within the definition of Confidential Information. 

  

	 	(b)	Solicit, call on, service or induce others to solicit, call on or service any “Customer” for the purpose of inducing it to license or lease a product or
provide it with services that compete with a product or service offered by the Company. A “Customer,” for purposes of this Agreement, means any person or business entity that licensed or leased a Company product or obtained Company
services within the 18 months preceding the end of the Participant's employment with the Company and that the Participant had solicited, called on, or served on the Company's behalf anytime within that 18-month time period. 


 

	 	(c)	Solicit, call on, or induce others to solicit or call on, any “Prospective Customer” for the purpose of inducing it to license or lease a product or provide
it with services which compete with a product or service offered by the Company. A “Prospective Customer,” for purposes of this Agreement, is any person or business entity that the Participant solicited or called on (whether directly or
through another Company agent at the Participant’s direction) on behalf of the Company anytime within the 12 months preceding the end of the Participant's employment with the Company. 


 

	 	(d)	Directly or indirectly through others, hire any employee or contractor of the Company, or solicit or induce, or attempt to solicit or induce, any Company employee or
contractor to leave the Company for any reason. 


  
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	 	(e)	For any period following the termination of the Participant’s employment, violate a non-competition, non-solicitation or non-disclosure covenant or agreement
between the Participant and the Company or any Related Company (including, without limitation, the Employment and Confidentiality Agreement signed at or around the time of the Participant’s hire). 


Different restrictions apply if, at or prior to termination, the Participant was or had been a programmer, software engineer, analyst,
support technician, quality assurance technician, technical documentation writer and/or a manager in a research and development capacity. If so, then the Participant’s obligations under this Paragraph 1 shall be satisfied if the Participant
does not, for one year following Termination of Employment for any reason, work on any program or product which may be competitive with any program or product of the Company with which the Participant was involved in a research and development or
support capacity anytime within the 18 months preceding the end of the Participant's employment with the Company. 
  

	2.	Tolling of Covenants in the Event of Breach. 

 In the event the Participant engages in any of the Prohibited Activities, the time period of the violated covenant(s) shall be tolled throughout the duration of any violation and shall continue until the
Participant has complied with such covenant(s) for a period of 12 consecutive full months. 
  

	3.	Injunction.  

 The
Participant acknowledges that, by virtue of the Participant’s employment with the Company, the Participant will have access to Confidential Information of the Company, the disclosure of which will irreparably harm the Company. The Participant
further acknowledges that the Company will suffer irreparable harm if the Participant breaches any of the Participant’s obligations under this Agreement. Therefore, the Participant agrees that the Company will be entitled, in addition to its
other rights, to enforce the Participant’s obligations through an injunction or decree of specific performance from a court having proper jurisdiction. Any claims the Participant may assert against the Company shall not constitute a defense in
any injunction action brought by the Company to force the Participant to keep the promises the Participant made in this Agreement. 
  

	4.	Authorization to Modify Restrictions.  

 The Participant agrees that the restrictions contained in this Agreement are reasonable. However, if any court having proper jurisdiction holds a particular restriction to be unreasonable, that
restriction shall be modified only to the extent necessary in the court’s opinion to make it reasonable and the remaining provisions of this Agreement including without limitation Appendix A shall nonetheless remain in full force and effect.
The other provisions of this Agreement are likewise severable. 
  

	5.	General. 

  

	 	(a)	The Participant understands and agrees that, if the Company is successful in a suit or proceeding to enforce any of the terms of this Agreement, the Participant will
pay the Company’s costs of bringing such suit or proceeding, including its reasonable attorney’s fees and litigation expenses (including expert witness and deposition expenses). 


 

	 	(b)	This Agreement shall inure to the benefit of and may be enforced by the Company, its successors and assigns. This Agreement is personal to the Participant and the
Participant may not assign it. 

  

	 	(c)	The Company’s rights under this Agreement shall be in addition to any rights it may have under any other Agreement with Participant. 


  
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	 	(d)	Any failure to enforce the terms of this Agreement with any other employee of the Company shall not be deemed a waiver by the Company to enforce its rights under this
Agreement. Further, any waiver by the Company of any breach by the Participant of any provision of this Agreement, shall not operate or be construed as a waiver of any subsequent breach hereof. 


  
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