exv10w5






Exhibit 10.5









CA, Inc.

Restricted Stock Award Agreement



	 	 	 

	[Participant Name]
	 	 
	 

Name of Participant

	 	 
	 
	 	 
	Total Number of Restricted Stock Awards 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 set forth above. This Agreement merely
evidences such grant, and does not constitute property of any nature or type or confer any
additional rights. 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 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 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. Shares of Restricted
Stock that are included in this award may not be transferred by the participant prior to vesting
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 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 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 Award, 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