exv10w6






Exhibit 10.6









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 70% of the underlying shares on the grant
date and with respect to an additional 20% of the underlying shares on the first anniversary and
10% on the second anniversary 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 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 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