exv10w1






Exhibit 10.1







April 26, 2011



Mr. Peter Griffiths



Dear Peter:



Congratulations! CA Canada Company (CA) is pleased to offer you the position of Executive Vice
President, Technology and Development. Your employment start date will be May 26th, 2011(the
“Start Date”) and you will report to the Company’s Chief Executive Officer (“CEO”).



The enclosed Schedule identifies certain important benefits, employment policies and agreements,
which govern the relationship between CA and its employees. It also describes certain information
you must bring with you on your first day of work. Please ensure that you read it carefully before
accepting this offer. All amounts are in Canadian dollars.



1. Employment, Duties, Authority and Work Standards. The Company hereby agrees to employ you as of
the Start Date as Executive Vice President, Technology and Development, with such duties and
responsibilities to be determined by the Company from time to time. You hereby accept such
position and agree to serve the Company in such capacity. You shall report directly to the
Company’s CEO. Your 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 CEO shall from time to time specify. You will (a) serve the Company (and such
of its subsidiary companies as the Company may designate) faithfully, diligently and to the best of
your ability under the direction of the CEO and (b) devote your full working time and best efforts,
attention and energy to the performance of your duties to the Company.



2. Compensation.



(A) Annual Base Salary- Your annual salary shall be of $700,000 per annum (the “Base Salary”),
payable semi-monthly concurrent with the Company’s normal payroll cycle, subject to annual review
by the Compensation and Human Resources Committee of the Company’s Board of Directors (the
“Compensation Committee”).





 









 







(B) Annual Performance Cash Incentive- You shall also have an opportunity to earn an annual
performance cash incentive bonus (“Annual Bonus”) under the Company’s Annual Performance Bonus
program in accordance with Section 4.4 of the Company’s 2007 Incentive Plan, as amended and
restated, or any successor thereto (the “Incentive Plan”). Your Annual Bonus target for the fiscal
year commencing on April 1, 2011 shall equal $700,000, to be pro-rated based on the number days you
serve the Company during the fiscal year commencing on April 1, 2011. The terms of the Annual
Bonus targeted amount and the other terms and conditions of such Annual Bonus shall be subject to
determination and approval of the Compensation Committee. For each fiscal year thereafter your
Annual Bonus target will be subject to the review and approval of the Compensation Committee.



(C) Long-Term Performance Share Award- In addition, you shall also be eligible to receive a
targeted Long-Term Performance Share Award of $2,400,000 for the performance period commencing on
April 1, 2011 under the Company’s Long-Term Performance Plan program as set forth in Section 4.5 of
the Incentive Plan, provided that such targeted amount and the other terms and conditions of such
Long-Term Performance Award shall be subject to determination and approval of the Compensation
Committee in accordance with the terms of the Incentive Plan. For the fiscal year commencing on
April 1, 2011 your Long Term Performance Share Award shall be pro-rated based on the number days
you serve the Company during the fiscal year commencing on April 1, 2011. For each fiscal year
thereafter your Long-Term Performance Share Award target will be subject to the review and approval
of the Compensation Committee.



(D) All payments to you shall be subject to all applicable tax withholdings.



3. Cash Equalization Payment. You will receive a cash equalization payment equal to $250,000 (the
“Cash Equalization Payment”) in lieu of forfeited benefits associated with your previous
employment. The Cash Equalization Payment will be paid to you in two equal installments. The first
installment will be paid to you on the first available payroll following the first month
anniversary of your employment and the second installment will be paid to you on the first
available payroll after the 6 month anniversary of your employment with the Company; provided, in
both cases, that you remain employed by the Company on the applicable payment date.



4. Initial Equity Awards.



(A) Upon the commencement of your employment with CA, the Compensation Committee has approved a
grant to you of 70,000 restricted shares of CA, Inc. common stock (the “Restricted Stock Award”)
which shall vest in approximately three equal installments on the first, second and third
anniversaries of the date of grant. The Restricted Stock Award is subject to the terms of the
Incentive Plan.





 









 







(B) Upon the commencement of your employment with CA, the Compensation Committee has also approved
a grant to you of 75,000 options to purchase shares of CA, Inc. common stock with an exercise
price equal to fair market value of CA, Inc. common stock on the date of grant (the “Option
Award”). The Option Award is an award of non-qualified options which shall vest in approximately
three equal installments on the first, second and third anniversaries of the date of grant. The
Option Award is subject to the terms of the Incentive Plan.



5. Term of Employment, Termination Payments.



(A) Term of Employment — You shall be employed for an indefinite term. Upon termination of the
employment for any reason whatsoever, the Company shall have no further obligations to you other
than those set forth in Section 5 of this Letter. The effective date of your employment
termination shall be referred to herein as the “Termination Date.”



(B) Termination Payments — In the event that (i) you terminate your employment for Good Reason (as
defined in Appendix A) or (ii) the Company terminates your employment without Cause (as defined in
Appendix A), other than as a result of your death, subject to your execution, delivery and
non-revocation, within fifty-five (55) days following the Termination Date, of a valid and
effective release, waiver and non-competition agreement in a form acceptable to the Company, the
Company shall pay you a lump sum cash amount equal to $1,400,000 (less required withholdings), such
lump sum payment to be made no later than the sixtieth (60th) day (or the next following business
day if the sixtieth day is not a business day) following the Termination Date. This lump sum
payment is inclusive of any entitlement to termination and severance pay under the Employment
Standards Act, 2000 (the “ESA”); however, should you decline to deliver a release, waiver and
non-competition agreement, as required herein, you will, in any event, receive termination and
severance pay if and as required under the ESA. Additionally, you will be eligible to receive a
portion of any outstanding Annual Bonus, provided that such payment (i) shall be made only after
the end of the applicable performance cycle, (ii) shall be based upon the actual performance of the
Company as determined in the sole discretion of the Company (provided, however, that negative
discretion shall only be applied if, and to the extent, it is applied generally to the executive
management team) and (iii) shall be pro-rated for the portion of the performance period that you
have completed through the Termination Date (provided, however, that nothing herein shall be
construed to accelerate the vesting of any Performance Share Award). Your unvested Initial Equity
Awards granted pursuant to Sections 4(A) and 4(B) of this Letter shall accelerate and vest
immediately upon the Termination Date. Notwithstanding the foregoing, in accordance with the terms
of the Incentive Plan, you will have ninety (90) days from the Termination Date to exercise any
vested but unexercised Stock Option Awards as of such date.





 









 







(C) Except as expressly provided herein, upon the termination your employment for any reason, your
rights with respect to any shares of restricted stock or options to purchase shares of CA, Inc.
common stock held by you as of the Termination Date, 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 your employment for any reason, the Company
shall pay to you your Base Salary through the Termination Date. Any vested benefits and other
amounts that you are 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 you shall not be entitled to receive
any other payments or benefits in the nature of severance or termination pay, except as expressly
required under the ESA.



(D) In the event that you resign other than for Good Reason, are terminated for Cause or die)
during your employment, no benefits shall be payable to you under Section 5(B) of this Letter, but
the terms and conditions of Section 5(C) shall remain in effect.



(E) To the extent any severance reference in the Computer Associates Canada Company Employment
Agreement conflicts with the terms of this Offer Letter, this Offer Letter shall prevail.



6. Other Benefits.



(A) Change in Control Policy- Upon the commencement of your employment, the Compensation Committee
has approved your participation in the Company’s Change in Control Severance Policy (the “CIC
Severance Policy”) provided, however, you will not be eligible for benefits provided pursuant to
Section 4(g) of the CIC Severance Policy relating to any Excise Tax Gross-Up. We anticipate that
the Compensation Committee will approve your participation in the CIC Severance Policy at a 2.99
multiple. Any payments and benefits provided in the CIC Severance Policy that you are eligible to
receive will reduce (but not below zero) the corresponding severance payment or benefit provided
under this Letter. It is the intent of this provision to pay or to provide you with the greater of
the two payments or benefits but not to duplicate them.



(B) Retirement, Welfare and Benefit Plans and Perquisites- You shall be eligible to participate in
all retirement, welfare and benefit plans and perquisites generally made available to other senior
employees of the Company. The Company will provide you with Executive Health Benefits customary for
someone at your level and generally consistent with the benefits you enjoy with your current
employer.



7. Other Employment Terms. While we do not believe that your role at CA conflicts with any of your
continuing obligations to a prior employer (as we understand such obligations), in the event that a





 









 







court of law determines that your employment with CA breaches a continuing obligation that you owe
to a prior employer, and/or in the event that a prior employer takes that position, CA will:



(A) Either pay directly or reimburse you for the cost of reasonable legal fees and disbursements
that you incur in responding to claims or defending yourself in any legal proceeding brought by a
prior employer seeking to enforce the provisions of an agreement or alleging a breach of fiduciary
duty arising out of the acceptance of employment with CA that would limit your ability to work for
CA;




(B) Unless doing so is determined to be unreasonable as a means of addressing your prior employer’s
claims, place you on paid leave with full compensation and benefits as provided for herein,
including paragraphs 2, 3 and 4 hereof, for the duration of any court-imposed restrictions upon
your ability to work for CA, or for such period as is determined by CA to be appropriate to address
your prior employer’s claims;



(C) Indemnify you against any and all liability to a prior employer arising from the enforcement of
an agreement or fiduciary obligation referenced and described in subparagraph (a) hereof.



(D) Indemnify you for losses you incur as a result of a prior employer seeking to “claw back”
monies or benefits you have previously received from such employer, further to the enforcement of
an agreement or fiduciary obligation referenced and described in subparagraph (a) hereof.



For the period of time prior to your relocation to New York, which we anticipate to be within the
next 12 months, we will provide you a monthly cash allowance in the amount of USD $7,200 [less all
applicable taxes] to be used to obtain housing in the New York area. All travel associated with
your commute, including usage of the corporate jet will be in accordance with company policy.



Upon your relocation to the United States, your benefits will be modified to become consistent with
the benefits offered to other Company executives at your level.



At CA, we’re in the business of IT management software, and our employees have always been the
foundation upon which we have built our success. CA is one of the world’s largest IT management
software providers. Our software and expertise unify and simplify complex IT environments in a
secure way across the enterprise for greater business results, through the talent and dedication of
our many loyal employees.



We look forward to having you join us and we expect that our relationship will be mutually
rewarding.



We realize that this is an important decision and want to be certain you have all of the
information that you require. Should you have questions or require information beyond what we have
already discussed or what is contained in this letter, please call Guy Di Lella at 1-650-534-9888.







 









 







Please also plan to contact your Human Resources Representative, Catherine Hughes at 1-
905-695-7213 three days prior to your start date, to arrange and/or confirm your scheduled
orientation time.



Sincerely,








Guy A. Di Lella

Chief Human Resources Officer




/s/ Peter Griffiths





Peter Griffiths



Agreed and Accepted on this 28th day of April, 2011:




 









 








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 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 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 Canadian equivalent] 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 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 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.



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




(1) 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);


(2) Any material reduction by the Company in the Employee’s Base Salary or target level of Annual
Bonus as set forth in Sections 2 (A) and (B), respectively, other than any such reduction that is
(i) part of a broad-based salary reduction program for executive officers of the Company that does
not exceed 10% or (ii) agreed to by the Employee in writing;



(3) Any action that would be deemed “constructive dismissal” under Canadian Law; or,



(4) The Company’s material breach of the terms of this Letter;



provided that (A) 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”; (B) such written notice must be delivered to the Company within ninety
(90) days after the Employee obtains knowledge of such breach constituting “Good Reason”; and (C)
the Employee must terminate employment within two years after the Employee obtains knowledge of
such





 









 







breach constituting “Good Reason”. The Company’s placing the Employee on paid leave for up to
ninety (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”.




CA 2011 Benefits At A Glance — Canada Only



The information contained in this document provides an overview of CA’s Benefit Programs. For full
benefit details reference the applicable Benefits Booklet or contact Human Resources.




	 	 	 

	Health Care

	 	Healthcare and prescription
drug coverage is available
effective on the first day of
employment for employees and
their eligible dependents.
Employee only (Single) and
family coverage levels are
available. The Healthcare
benefit supplements the
Provincial Health Insurance
Plan for most medical related
costs.
	 
	 	 
	Dental Plan

	 	Dental coverage is available
effective on the first day of
employment for employees and
their eligible dependents.
	 
	 	 
	Basic Life Insurance & Accidental Death
and Dismemberment (AD&D)

	 	CA provides Basic Life and
Accidental Death and
Dismemberment in the amounts
of $50,000 each. Coverage is
effective on the employee’s
date of hire.
	 
	 	 
	Optional Life Insurance


	 	 
	
• Employee

	 	Optional life insurance is
available from 1x to 5x the
employee’s annual base salary
to a maximum of $960,000.
Evidence of insurability may
be required in other
circumstances.
	 
	 	 
	• Spouse

	 	Spouse (or common law
spouse — subject to
eligibility requirements)
Optional life insurance is
available in increments of
$10,000 up to $250,000.
Evidence of insurability may
be required in other
circumstances.
	 
	 	 
	 Child(ren)

	 	Child(ren) Optional life
insurance coverage is
available in amounts of either
$10,000 or $15,000 per child.
Evidence of insurability may
be required in other
circumstances.






 









 






	 	 	 

	Short Term Disability (STD)

	 	The STD plan has an
elimination period of 5 days.
Once approved CA will pay the
first 6 weeks at 100% of base
salary followed by 10 weeks at
60% of base salary for a total
of 16 weeks.
	 
	 	 
	Long Term Disability (LTD)

Mandatory benefit

	 	The LTD plan offers a benefit
equal to 60% of the 1st $3,000
of an employee’s monthly base
salary and 45% of the next
$14,889 of an employee’s
monthly base salary. There is
an overall benefit limit under
the LTD plan of $8,500 per
month of which the
non-evidence limit is $7,500
per month
	 
	 	 
	Auto and Home Insurance

	 	Group discounted auto and
insurance policies are
available to employees and
their dependents through Aon
Group Advantage.
	 
	 	 
	Pet Insurance

	 	Pet insurance coverage is
available to employees and
their dependents through
Petsecure Pet Health
Insurance.
	 
	 	 
	Tuition Assistance Program

	 	CA covers tuition up to 2
courses per “traditional”
semester (Fall, Spring,
Summer) if the employee
achieves a B minus or better.
Courses must be approved by
two levels of management and
HR. The maximum tuition
reimbursement is $5250 per
person per calendar year.
	 
	 	 
	Adoption Assistance Program

	 	After one year of employment,
eligible adoption related
expenses are reimbursed up to
$5,000. A maximum of $10,000
will be payable to any one
family within a 24-month
period.
	 
	 	 
	Employee Assistance and Work Life Balance
Program

	 	Available to employees seeking
confidential counseling, work
life programs assisting you in
finding the providers,
information and resources on a
wide variety of personal and
professional issues. Please
visit www.lifebalance.net for
more information about this
Program.
	 
	 	 
	RRSP / DPSP
(“Cash Plan”)

	 	Regular, full-time employees
of CA Canada Company are
eligible to participate and
may enroll on the first day of
the month following their date
of hire. CA will begin
matching employee
contributions to the plan on
the first of the month
following the completion of 1
full year of service at the
rate of 50% of the first 5% of
the employee’s base salary
that he/she contributes to the
Plan. Company Contributions
become fully vested after two
(2) full years of service.
	 
	 	 
	Payroll

	 	Payroll dates are the
15th and last
business day of each month.
Direct Deposit is encouraged.
	 
	 	 
	Vacation Days

	 	You will be eligible to take
five weeks of vacation per
year. All vacations should be
taken at times that are
consistent with the business
interests of the Corporation,
and in accordance with CA
Technologies vacation
policies.






 









 






	 	 	 

	Sick Days

	 	Sick days to be used for
medical related absences and
earned at a rate of 8 paid
sick days per year. Unused
sick days may be “banked” up
to a maximum of 30 days. A
pro-rated allotment will occur
based on date of hire.
	 
	 	 
	Personal Time Off

(PTO)

	 	Personal days to be used for
paid time off for any reason
with manager’s approval are
earned at a rate of 3 days per
calendar year. A pro-rated
allotment will occur in the
initial year of employment
based on date of hire.
	 
	 	 
	Holidays

	 	Standard Canadian Statutory
Holidays varies by province.
See HR for more details.
	 
	 	 
	Charitable Gift Program

	 	Regular full time employees of
CA, and their spouses, are
eligible to participate in the
Matching Gifts program. All
institutions, organizations,
associations, and funds must
be non-profit, qualified
either as 501 (C) (3) tax
exempt by the Internal Revenue
Service of the U.S. Treasury
Department or in accordance
with sections 118 and 149.1 of
the Canadian Income Tax Act of
Revenue Canada and or meet
local statutory requirements.
Contributions to non-CA
sponsored private foundations
are subject to review and
approval by Community
Relations Department in
Islandia.
	 
	 	 
	Employee Referral Program

	 	Monies paid out for
individuals hired by CA.
Referral must be entered into
system and credited to you as
a person referring the
candidate. Details available
through employee self service
portal.






/s/ Peter Griffiths




Peter Griffiths