exv10w4






Exhibit 10.4









CA, Inc.

Restricted Stock Unit Agreement



	 	 	 

	[Participant Name]
	 	 
	 

Name of Participant

	 	 






	 	 	 

	Total Number of Restricted Stock Units Granted

	 	[Number of Shares Granted]
	Grant Date

	 	[Grant Date]






This Agreement confirms the grant under the CA, Inc. 2011 Incentive Plan (the “Plan”) to the
above-named participant of the number of Restricted Stock Units set forth above. This Agreement
does not constitute ownership of any shares of Common Stock of CA, Inc. (the “Company”) or confer
any rights associated with the ownership of shares, except as expressly set forth herein. This
grant is subject in all respects to the applicable terms of the Plan. This Agreement incorporates
by reference the terms of the Plan (including without limitation, Section 7.5 of the Plan, such
that the participant may be subject to the forfeiture of the unvested portion of this Restricted
Stock Unit Award and must return any vested shares already delivered pursuant to this Agreement in
certain circumstances described in that Section), and is subject to the provisions thereof. A
copy of the Plan or related Prospectus may be obtained at no cost by contacting the HR Service
Center at 1-866-514-4772 or opening an issue via the web at http://caportal.ca.com (via Employee
Self-Service — ESS). If you are located outside of North America, please contact your local
Human Resources Representative.




This Restricted Stock Unit Award will vest with respect to 34% of the underlying shares on the
first anniversary of the grant date and with respect to an additional 33% of the underlying shares
on each of the second and third anniversaries of the grant date of the award. No shares of Common
Stock shall be issued to the participant prior to the date on which the Restricted Stock Units
vest, and shall be forfeited by the participant upon the participant’s Termination of Employment,
as defined in the Plan, prior to vesting for any reason other than death or Disability, as defined
in the Plan.




Where required pursuant to the terms of the Plan, the Company will satisfy any federal or local
income tax or social tax withholding obligations that arise in connection with the vesting of the
Restricted Stock Units by withholding shares of Common Stock that would otherwise be available for
delivery upon the vesting of this award having a Fair Market Value, as defined in the Plan, on the
date the shares of Restricted Stock Units first become taxable equal to the minimum statutory
withholding obligation or such other withholding obligation as required by applicable law with
respect to such taxable shares. In other cases, as a condition to the delivery of Shares or the
lapse of restrictions related to this Restricted Stock Unit, or in connection with any other event
that gives rise to a tax withholding obligation, the Company (i) may deduct or withhold from any
payment or distribution to the Participant (whether or not pursuant to the Plan), (ii) will be
entitled to require that the Participant remit cash to the Company (through payroll













 







deduction or otherwise) or (iii) may enter into any other suitable arrangements to withhold, in
each case, in an amount sufficient to satisfy such withholding obligation.




	 	 	 	 	 
	 	 
	By:  	
 	 
	 	William McCracken 	 
	 	CEO