EX-10.8



 










Exhibit 10.8







CA, Inc.

Incentive Stock Option Certificate




	 	 	 	 	 
	 

Name of Option Holder

	 	 

EMPLID
	 	 






	 	 	 
	Option Number

	 	Option
	Total Number of Shares Granted

	 	**Total Granted**
	Option Date

	 	Option Date
	Exercise Price Per Share

	 	Ex Price







INCENTIVE STOCK OPTION granted by CA, Inc., a Delaware corporation, (the “Company”) to the
above-named option holder (the “Optionee”), an employee of the Company or one of its subsidiaries,
pursuant to the CA, Inc. 2002 Incentive Plan, amended and restated effective as of May 20, 2005 (the “Plan”), the terms of which are incorporated
herein by reference and which, in the event of any conflict, shall control over the terms contained
herein.




	1.	 	Grant and Vesting Option
	 
	 	 	Subject to the vesting schedule below, the Company hereby grants to the Optionee an option to
purchase on the terms herein provided a total of the number of shares of common stock, $.10 par
value, of the Company set forth above, at an exercise price per share as set forth above.
	 
	 	 	This option may be exercised only with respect to the portion thereof that is vested. The
Optionee’s option to exercise this option shall become vested in annual increments on the
anniversary dates of the granting of this option according to the following vesting schedule:





	 	 	 
	 	 	Percentage (%) of Option Shares With Respect to Which
	Anniversary Date	 	Optionee Has a Vested Option to Exercise
	[____]
	 	[____]%
	[____]
	 	[____]%
	[____]
	 	[____]%







Vested options shall be calculated only in terms of full years (for example, from one anniversary
date to the next) and no partial vesting credit shall be given for partial years of employment.




This option shall expire and shall not be exercisable after the expiration of ten (10) years from
the date it is granted.




	2.	 	Stock to be Delivered
	 
	 	 	Stock to be delivered upon the exercise of this option may constitute an original issue of
authorized stock or may consist of treasury stock.
	 
	3.	 	Exercise of Option
	 
	 	 	Each election to exercise this option shall be made by delivering to the Company or its agent a
properly executed exercise notice, together with irrevocable instructions to a broker to deliver
promptly to the Company the amount of sale or loan proceeds with respect to the portion of shares
to be acquired upon exercise. Exercise of this option will not be permitted if the Company
determines, in its sole and absolute discretion, that issuance of shares at that time could
violate any law or regulation.
	 
	 	 	In the event an option is exercised by the executor or administrator of a deceased Optionee, or by
the person or persons to whom the option has been transferred by the Optionee’s will or the
applicable laws of descent and distribution, the Company shall be under no obligation to deliver
stock there under unless and until the Company is satisfied that the person or persons exercising
the option is or are the duly appointed executor(s) or administrator(s) of the deceased Optionee
or the person to whom the option has been transferred by the Optionee’s will or by the applicable
laws of descent and distribution.




 









 












	4.	 	Payment for and Delivery of Stock
	 
	 	 	Payment in full by cash, certified check, bank draft, wire transfer or postal or express money
order shall be made for all shares for which this option is exercised at the time of such
exercise, and no shares shall be delivered until such payment is made.
	 
	 	 	Alternatively, payment may be made by (i) delivering to the Company a properly executed exercise
notice, together with irrevocable instructions to a broker to deliver promptly to the Company the
amount of sale or loan proceeds with respect to the portion of the shares to be acquired upon
exercise having a Fair Market Value on the date of exercise equal to the sum of the applicable
portion of the exercise price being so paid, (ii) tendering to the Company (by physical delivery
or by attestation) certificates representing shares of outstanding common stock, par value $.10,
of the Company that have been held by the Optionee for at least six months prior to exercise,
having a Fair Market Value on the day prior to the date of exercise equal to the applicable
portion of the exercise price being so paid, together with stock powers duly executed and with
signature guaranteed; or (iii) any combination of the foregoing. Notwithstanding the foregoing, a
form of payment will not be available if the Company determines, in its sole and absolute
discretion, that such form of payment could violate any law or regulation.
	 
	 	 	The Company shall not be obligated to deliver any stock unless and until (i) satisfactory
arrangements have been made with the Company for the payment of any applicable tax withholding
obligations, (ii) all applicable federal and state laws and regulations have been complied with,
(iii) in the event the outstanding common stock is at the time listed upon any stock exchange, the
            shares to be delivered have been listed, or authorized to be listed upon official notice of
issuance upon the exchanges where it is listed, and (iv) all legal matters in connection with the
issuance and delivery of the shares have been approved by counsel of the Company. The Optionee
shall have no rights of a stockholder until the stock is actually delivered to him.
	 
	5.	 	Recovery and Reimbursement of Option Gain
	 
	 	 	The Company shall have the right to recover, or receive reimbursement for, any compensation or
profit realized by the exercise of this option or by the disposition of any option shares to the
extent that the Company has such a right of recovery or reimbursement under applicable securities
laws.
	 
	6.	 	Nontransferability of Option
	 
	 	 	This option may not be transferred by the Optionee otherwise than by will or the laws of descent
and distribution, and during the Optionee’s lifetime this option may be exercised only by the
Optionee.
	 
	7.	 	Termination of Employment
	 
	 	 	Upon termination of employment, other than termination of employment by reason of (i) Retirement,
as defined in the Plan, (ii) disability, or (iii) death, any portion of this option that has not
become vested as of the date of termination shall immediately terminate and any portion of this
option that has already vested as of such date shall terminate thirty (30) days after termination
of employment or the expiration date of the option, whichever occurs first.
	 
	8.	 	Retirement
	 
	 	 	In the event of the Optionee’s Retirement, as defined in the Plan, from the employ of Company or
any subsidiary, any portion of this option that has not become vested as of the date of Retirement
shall immediately terminate and any portion of this option that has already vested as of such date
shall terminate one (1) year after such retirement or on the expiration date of the option,
whichever occurs first.
	 
	9.	 	Disability
	 
	 	 	In the event of termination of employment of the Optionee because of disability, any unexercised
portion of this option held by the Optionee at the date of such termination (vested and unvested)
will immediately become exercisable in full and will remain exercisable by the Optionee for a
period of one (1) year or the remaining term of the option, whichever is shorter.
	 
	10.	 	Death
	 
	 	 	If an Optionee dies while employed by the Company, any unexercised portion of this option held by
the Optionee at his date of death (vested and unvested) will immediately become exercisable in
full and will remain exercisable by the estate of the deceased Optionee or the person given
authority to exercise his options by his will or by operation of law for a period of one (1) year
or the remaining term of the options, whichever is shorter.
	 
	11.	 	Changes In Stock
	 
	 	 	In the event of any stock split, reverse stock split, dividend or other distribution (whether in
the form of cash, shares, other securities or other property), extraordinary cash dividend,
recapitalization, merger, consolidation, split-up, spin-off, reorganization, combination,
repurchase or exchange of shares or other securities, the issuance of warrants or other rights to
purchase shares or other securities, or other similar corporate transaction or event, the number
and kind of shares of stock of the Company covered by this option, the option price and other
relevant provisions may be appropriately adjusted by the Compensation and Human Resource
Committee, in its discretion, to the extent necessary to prevent dilution or enlargement of the
benefits or potential benefits intended to be provided by this option. Any such determinations
and adjustments made by the Compensation and Human Resource Committee shall be binding on all
persons. In the event of (i) a consolidation or merger in which the Company is not the surviving
corporation, (ii) a consolidation or merger in which the Company is the surviving corporation but
holders of shares receive securities or another corporation, or (iii) a sale of substantially all
of




 









 






	 	 	the Company’s assets (as an entirety) or capital stock to another person, this option shall be
deemed to apply to the equivalent amount of securities, cash or other property that is received by
Company stockholders in exchange for their Company shares pursuant to such transaction; provided,
however, that the Compensation and Human Resource Committee may, in its discretion, either (i)
provide, upon written notice to the Optionee, that this option shall terminate as of the date
specified in such notice (in which case the Compensation and Human Resource Committee may, but
does not have to, accelerate the vesting of any portion of this option that has not already vested
as of the date such notice is provided to the Optionee), or (ii) cancel this option and in
consideration of such cancellation pay to the Optionee an amount in cash with respect to each
share then remaining under the option equal to the difference between the Fair Market Value of
such share on the date of cancellation (or, if greater, the per share value of the consideration
received by Company stockholders as a result of the merger, consolidation, reorganization or sale)
and the per share exercise price of the option.
	 
	12.	 	Continuance of Employment
	 
	 	 	This option shall not be deemed to obligate the Company or any subsidiary to retain the Optionee
in its employ for any period.
	 
	13.	 	Provisions of the Plan and Section 422 of the Internal Revenue Code
	 
	 	 	This certificate incorporates by reference the terms of the Plan and of Section 422 of the
Internal Revenue Code of 1986, as amended, and is subject to the provision thereof. The Plan and
the options granted pursuant to this certificate are intended to comply with Section 422 of the
Internal Revenue Code of 1986, as amended, and all of the regulations issued pursuant thereto.
This certificate shall be construed in accordance with the Plan, said Section 422 and the
regulations issued there under and any provision of this certificate held to be inconsistent
therewith shall be severable and of no force or effect.
	 
	14.	 	Incorporation by Reference of Employment Agreement
	 
	 	 	Notwithstanding any of the foregoing, this stock option grant shall be subject to the applicable
terms and conditions of the Employment Agreement entered into by and between CA, Inc. and the
Optionee, dated as of [                    ], which are incorporated herein by reference.
	 
	 	 	IN WITNESS WHEREOF, CA, Inc. has caused this certificate to be executed by the President and CEO.
This option is granted at the Company’s principal executive office, One CA Plaza, Islandia, New
York 11749, on the date stated above.





CA, Inc.




	 	 	 	 	 
	By