EX-10.4






Exhibit 10.4




AMENDED AND RESTATED EMPLOYMENT AGREEMENT




     This Amended and Restated Employment Agreement, dated as of December 12, 2008, amends and
restates the original Agreement entered into by and between CA, Inc. (the “Company”) and
Nancy Cooper (the “Employee”) as of August `1, 2006, and effective on August 15, 2006 (the
“Effective Date”).



     1. Employment, Duties, Authority and Work Standards. The Company hereby agrees to employ the
Employee on the Effective Date as Executive Vice President and Chief Financial Officer
(“CFO”) and the Employee hereby accepts such positions and agrees to serve the Company in
such capacities during the Employment Period (as defined below). The Employee shall report
directly to the Company’s Chief Executive Officer. The Employee’s duties, responsibilities and
authority shall be such duties, responsibilities and authority as are consistent with the above job
titles and such other duties, responsibilities and authority as the Chief Executive Officer shall
from time to time specify. The Employee will (a) serve the Company (and such of its subsidiary
companies as the Company may designate) faithfully, diligently and to the best of the Employee’s
ability under the direction of the Chief Executive Officer, (b) devote her full working time and
best efforts, attention and energy to the performance of her duties to the Company and (c) not do
anything inconsistent with her duties to the Company; provided however, that the Company agrees
that the Employee may continue to serve as a director of R.H. Donnelley, Inc., so long as such
service does not significantly interfere with the Employee’s duties to the Company under this
Agreement.



     2. Laws; Other Agreements. The Employee represents that her employment hereunder will not
violate any law or duty by which she is bound, and will not conflict with or violate any agreement
or instrument to which the Employee is a party or by which she is bound.



     3. Sign-On Bonus. The Company shall pay the Employee a cash payment equal to $250,000 (the
“Sign-On Bonus”) in the following manner. The Company shall pay the Sign-On Bonus no later
than the first scheduled payroll date after the first 30 days of the Employment Period.
Notwithstanding the foregoing, in the event that the Employee is terminated for Cause or resigns
without Good Reason prior to the first anniversary of the Effective Date, the Employee shall be
obligated to immediately repay to the Company the Sign-On Bonus paid to her.



     4. Compensation.



          (a) In consideration of services that the Employee will render to the Company, the Company
agrees to pay the Employee, during the Employment Period, the sum of $500,000 per annum (the
“Base Salary”), payable semi-monthly concurrent with the Company’s normal payroll cycle.




 









 








          (b) In addition to the Base Salary, during the Employment Period, the Employee shall have an
opportunity to earn an annual cash bonus (“Annual Bonus”) under the Company’s Annual
Performance Bonus program in accordance with Section 4.4 of the Company’s 2002 Incentive Plan, as
amended and restated, or any successor thereto (the “Incentive Plan”); provided that, with respect
to the fiscal year ending March 31, 2007, the Employee’s Annual Performance Bonus target shall
equal $500,000 and the other terms and conditions of such Annual Performance Bonus shall be subject
to determination and approval of the Compensation and Human Resource Committee of the Board of
Directors (the “Compensation Committee”) in accordance with the terms of the Incentive
Plan.




          (c) In addition, the Employee shall also be eligible to receive a targeted Long-Term
Performance Bonus of $1,500,000 for the performance period that commenced on April 1, 2006 under
the Company’s Long-Term Performance Bonus program as set forth in Section 4.5 of the Incentive Plan
and the other terms and conditions of such Long-Term Performance Bonus shall be subject to
determination and approval of the Compensation Committee in accordance with the terms of the
Incentive Plan.




          (d) Subject to applicable law, management will recommend that, following the Effective Date,
the Employee will be granted an award of 50,000 restricted shares of the Company’s Common Stock
(“Restricted Stock”), subject to restrictions on transferability as set forth in the
Incentive Plan and the Restricted Stock grant agreement provided to the Employee. Such Restricted
Stock grant agreement shall provide that the restrictions applicable to the Restricted Stock shall
lapse in three (3) relatively equal annual installments commencing on the first anniversary of the
date of grant, provided the Employee remains employed through each such anniversary.




          (e) Within four (4) months following the Effective Date, $500,000 will be notionally credited
to a deferred compensation account maintained by the Company for the Employee’s benefit. The
Employee will vest in the deferred compensation account on the first anniversary of the Effective
Date.




          (f) All payments to the Employee shall be subject to applicable tax withholding.




     5. Benefits and Perquisites. During the term of the Employee’s employment, the Employee shall
be eligible to participate in all pension, welfare and benefit plans and perquisites generally made
available to other senior employees of the Company. Additionally, the Employee will be provided
with corporate housing in accordance with the Company’s policy for at least 12 months following the
Effective Date (the Company may, in its discretion, continue such corporate housing on an annual
basis thereafter).



          Management will also recommend to the Board that the Employee be included as a participant in
the Company’s Change in Control Severance Policy (the “CIC Severance Policy”), provided
that such participation and any other terms and conditions related to such participation shall be
at the discretion of the Board in accordance with the terms of such CIC Severance Policy.




     6. Termination; Termination Payments.



          (a) Unless the Employee’s employment shall sooner terminate for any reason pursuant to
paragraph 7 of this Agreement, the “Employment Period” shall commence on the Effective Date
and shall initially terminate on August 31, 2009, except that beginning on August 31, 2009 and each
August 31 thereafter, the Employment Period will automatically extend for one year unless either
the Employee or the Company gives at least 60 days’ advanced written notice of non-extension.




          (b) In the event that the Employee’s employment is terminated during the Employment Period (i)
by the Employee for Good Reason (as defined in Appendix A) or (ii) by the Company without Cause (as
defined in Appendix A), other than as a result of the Employee’s death or disability (within the
meaning of the Company’s long-term disability program then in effect), subject to the Employee’s
execution, delivery and non-revocation, within fifty-five (55) days following the Termination Date,
of a valid and effective release and waiver in a form satisfactory to the Company, the Company
shall pay the Employee a lump sum cash amount




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equal to one (1) times the Employee’s Base Salary, 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.




          (c) Notwithstanding anything herein to the contrary, upon the termination of the Employee’s
employment for any reason, the rights of the Employee with respect to any shares of restricted
stock or options to purchase Common Stock held by the Employee which, as of the Termination Date,
have not been forfeited 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 the Employee’s employment for any reason, the Company shall pay to the
Employee her Base Salary through the Termination Date, plus any unused vacation time accrued
through the Termination Date. Any vested benefits and other amounts that the Employee is 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 the Employee shall not be entitled to receive
any other payments or benefits in the nature of severance or termination pay.




          (d) In the event that the Employee resigns other than for Good Reason, is terminated for
Cause, dies or becomes disabled (within the meaning of the Company’s long-term disability program
then in effect) during the Employment Period, no benefits shall be payable to the Employee under
paragraph 6(b) of this Agreement, but the terms and conditions of paragraph 6(c) shall remain in
effect.




          (e) If the Employee is a participant in the Company’s CIC Severance Policy and a “Change
in Control” occurs, any payments and benefits provided in the CIC Severance Policy that the
Employee is entitled to will reduce (but not below zero) the corresponding payment or benefit
provided under this Agreement. It is the intent of this provision to pay or to provide to the
Employee the greater of the two payments or benefits but not to duplicate them.




     7. No Duration of Employment. Notwithstanding anything else contained in this Agreement to the
contrary, the Company and the Employee each acknowledge and agree that the Employee’s employment
with the Company may be terminated by either the Company upon 60 days’ written notice to the
Employee (subject to the provisions of paragraph 6 of this Agreement) or by the Employee upon 60
days’ written notice to the Company (subject to the provisions of paragraph 6 of this Agreement),
at any time and for any reason, with or without cause; provided that this Agreement may be
terminated for Cause immediately upon written notice from the Company to the Employee; and
provided further that the Company may determine to waive all or part of the Employee’s 60 days’
notice period at its discretion. In addition, this Agreement shall automatically terminate upon
the Employee’s death or disability (determined in accordance with the Company’s practices and
policies). Upon termination of the Employee’s employment for any reason whatsoever, the Company
shall have no further obligations to the Employee other than those set forth in paragraph 6 of this
Agreement. The effective date of the Employee’s termination of employment shall be referred to
herein as the “Termination Date.”



     8. General.



          (a) Any notice required or permitted to be given under this Agreement shall be made either:




               (i) by personal delivery to the Employee or, in the case of the Company, to the Company’s
principal office (“Principal Office”) located at One CA Plaza, Islandia, New York 11749,
Attention: Executive Vice President – Human Resources, or



               (ii) in writing and sent by registered mail, postage prepaid, to the Employee’s residence,
or, in the case of the Company, to the Company’s Principal Office.



          (b) This Agreement shall be binding upon the Employee and her heirs, executors, assigns, and
administrators and shall inure to the benefit of the Company, its successors and assigns and any
subsidiary or parent of the Company.




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          (c) This Agreement shall be governed by and construed in accordance with the laws of the State
of New York, without regard to conflict of law principles. Any action relating to this Agreement
shall be brought exclusively in the state or federal courts of the State of New York, County of
Suffolk.




          (d) This Agreement, the Employment and Confidentiality Agreement executed by the Employee on
or about the Effective Date and the other documents referred to herein represent the entire
agreement between the Employee and the Company related to the Employee’s employment and supersede
any and all previous oral or written communications, representations or agreements related thereto.
This Agreement may only be modified in writing jointly executed by the Employee and a duly
authorized representative of the Company. This Agreement may be executed in several counterparts,
each of which shall be deemed an original, but all of which shall constitute one and the same
instrument. However, this Agreement will not be effective until the date it has been executed by
both parties.




          (e) The provisions of this Agreement shall be severable in the event that any of the
provisions hereof (including any provision within a single paragraph or sentence) are held by a
court of competent jurisdiction to be invalid, void or otherwise unenforceable in any respect, and
the validity and enforceability of any such provision in every other respect and of the remaining
provisions hereof shall not in any way be impaired and shall remain enforceable to the fullest
extent permitted by law. In addition, waiver by any party hereto of any breach or default by the
other party of any of the terms of this Agreement shall not operate as a waiver of any other breach
or default, whether similar to or different from the breach or default waived. No waiver of any
provision of this Agreement shall be implied from any course of dealing between the parties hereto
or from any failure by either party hereto to assert its or her rights hereunder on any occasion or
series of occasions.




          (f) The parties agree that this Agreement is intended to comply with the requirements of
Section 409A of the Code and the regulations promulgated thereunder (“Section 409A”) or an
exemption from Section 409A. In the event that after the execution of this Agreement either party
makes a determination inconsistent with the preceding sentence, it shall promptly notify the other
party of the basis for its determination. The parties agree to renegotiate in good faith the terms
of this Agreement at no additional cost to the Company, if the Employee determines that this
Agreement as structured would have adverse tax consequences to her under applicable law. To extent
that the Employee would otherwise be entitled to any payment under this Agreement<,> or any
plan or arrangement of the Company or its affiliates, that constitutes “deferred compensation”
subject to Section 409A and that if paid during the six months beginning on the Termination Date
would be subject to the Section 409A additional tax because the Employee is a “specified employee”
(within the meaning of Section 409A and as determined by the Company), the payment will be paid to
the Employee on the earlier of the six-month anniversary of the Termination Date, a change in
ownership or effective control of the Company (within the meaning of Section 409A) or the
Employee’s death. Similarly, to the extent that the Employee would otherwise be entitled to any
benefit (other than a payment) during the six months beginning on the Termination Date that would
be subject to the Section 409A additional tax, the benefit will be delayed and will begin being
provided on the earlier of the six-month anniversary of the Termination Date, a change in ownership
or effective control of the Company (within the meaning of Section 409A) or the Employee’s death.
In addition, any payment or benefit due upon a termination of employment that represents a
“deferral of compensation” within the meaning of Section 409A shall be paid or provided to the
Employee only upon a “separation from service” as defined in Treas. Reg. 1.409A-1(h). To the
extent applicable, each severance payment made under this Agreement shall be deemed to be separate
payments, amounts payable under Section 6 of this Agreement shall be deemed not to be a “deferral
of compensation” subject to Section 409A to the extent provided in the exceptions in Treas. Reg.
1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception
under subparagraph (iii)) and other applicable provisions of Treas. Reg. 1.409A-1 through 1.409A-6.




               Notwithstanding anything to the contrary in this Agreement or elsewhere, any payment or
benefit under this Agreement or otherwise that is exempt from Section 409A pursuant to Treas. Reg.
1.409A-1(b)(9)(v)(A) or (C) shall be paid or provided to the Employee only to the extent that the
expenses are not incurred, or the benefits are not provided, beyond the last day of the Employee’s
second taxable year following the Employee’s taxable year in which



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the “separation from service” occurs; and provided further that such expenses shall be reimbursed
no later than the last day of the Employee’s third taxable year following the taxable year in which
the Employee’s “separation from service” occurs. Except as otherwise expressly provided herein, to
the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement
is determined to be subject to Section 409A of the Code, the amount of any such expenses eligible
for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect
the expenses eligible for reimbursement in any other calendar year (except for any life-time or
other aggregate limitation applicable to medical expenses), in no event shall any expenses be
reimbursed after the last day of the calendar year following the calendar year in which the
Employee incurred such expenses, and in no event shall any right to reimbursement or the provision
of any in-kind benefit be subject to liquidation or exchange for another benefit. 



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CAUTION TO EXECUTIVE: This Agreement affects important rights. DO NOT sign it unless you have read
it carefully and are satisfied that you understand it completely.




	 	 	 	 	 	 	 	 
	 	 	 	 	CA, INC.	 
	 
	 	 	 	 	 	 	 
	/s/ Nancy E. Cooper

	 	 	 	By:
	 	/s/ Andrew Goodman	 
	 

	 	 	 	 	 	 	 
	Nancy Cooper

	 	 	 	Name:
	 	Andrew Goodman	 
	Title: Chief Financial Officer

	 	 	 	Title:
	 	Executive Vice President	 
	Date: December 12, 2008

	 	 	 	 	 	Worldwide Human Resources	 
	 

	 	 	 	Date:
	 	December 8, 2008	 






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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 her 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 her 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 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 she admits or denies liability).




          (5) The Employee’s breach of her 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 her 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 her loss of any governmental or
self-regulatory license that is reasonably necessary for her to perform her 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, she will serve in the capacity contemplated by this Agreement to
whatever extent legally permissible and, if her employment is not permissible, she 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.




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     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 her act or omission was in the best
interests of the Group.



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



          (1) Any material and adverse change in the Employee’s title;




          (2) 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);




          (3) Any material reduction by the Company in the Employee’s Base Salary or target level of
Annual Bonus as set forth in Sections 4(a) and (b), respectively, other than any such reduction
agreed to by the Employee in writing; or




          (4) The Company’s material breach of this Agreement;




          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.”





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