CA-EX10.2_2014.6.30-Q1


Exhibit 10.2


[Letterhead of CA, Inc.]
June 14, 2013 


CA, Inc.
World Headquarters
One CA Plaza
Islandia, New York 11749


Re: Employment Letter – Lauren P. Flaherty
Dear Lauren:
This is your Employment Letter (the “Letter”) with CA, Inc., a Delaware corporation (the “Company”).  It sets forth the terms of your employment with the Company and your service to the Company and its affiliates from time to time (together, the “Group”).
		
	1.
	Your Position, Performance and Other Activities


(a)    Position.  You will be employed in the position of Executive Vice President and Chief Marketing Officer of the Company.  
(b)    Authority, Responsibilities and Reporting.  You will report directly to the Company’s Chief Executive Officer.  Your 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 commensurate with your position.  
(c)    Performance.  During your employment, you will (a) serve the Group faithfully, diligently and to the best of the your ability under the direction of the Chief Executive Officer, (b) devote your full working time and best efforts, attention and energy to the performance of your duties to the Group and (c) not do anything inconsistent with your duties to the Group.  During your employment, (i) prior to your permanent relocation to the New York, NY metropolitan area as set forth in Section 4(d) of this Letter, which is scheduled to occur within 90 days of your Start Date, it is the intention that you will have your office and work primarily in California, although it is expected that you will travel to CA offices in New York and other locations as needed; and (ii) following your permanent relocation to the New York, NY metropolitan area, your principal place of performance of your responsibilities under this Letter will be Islandia, New York or New York, New York.
(d)    Other Activities.  During your employment, you will not render any business, commercial or professional services to any non-member of the Group.  However, you may (1) serve on corporate, civic or charitable boards, (2) manage personal investments, or (3) deliver lectures, or fulfill speaking engagements or teach at educational institutions, so long as (A) these activities do not interfere with your performance of your responsibilities under this Letter and 





(B) any service on a corporate, civic, charitable board or any other outside organization must be approved by the Company in advance and in writing in accordance with the Company’s written policies as in effect from time to time.    
		
	2.
	Term of Your Employment


(a)    Your employment under this Letter will begin on August 1, 2013 (the “Start Date” of this Letter) and will continue until your employment is terminated by you or by the Company (this period referred to as the “Employment Period”).  References in this Letter to “your employment” are to your employment under this Letter.  
(b)    You and the Company agree that your employment with the Company is “at-will”  which means that either you or the Company may terminate your employment at any time, for any reason whatsoever, with or without Cause or Good Reason (as such terms are defined herein),  in accordance with the terms of this Letter. 
		
	3.
	Your Compensation


(a)    Salary.  For the portion of the Company’s fiscal year 2014 (beginning on April 1, 2013 and ending on March 31, 2014) following your Start Date, you will receive an annual base salary at the rate of $600,000.  After fiscal year 2014, your annual base salary will be determined by the Compensation and Human Resources Committee of the Board of Directors (the “Compensation Committee”) in its sole discretion and in accordance with its normal review process; provided that your annual base salary will not be reduced below $600,000 (other than in connection with a reduction proportionately applied to the annual base salaries of the Company’s other executive officers or in connection with a broad-based salary reduction program). Your annual base salary as in effect from time to time is referred to as your “Salary”.  Your Salary will be paid in accordance with the Company’s normal practices for senior executives but you shall in any event receive pro-rata installments of your Salary at least once each calendar month.  
(b)    Annual Performance Cash Incentive.  Beginning with fiscal year 2014, you will be eligible to receive an annual performance cash incentive (your “Annual Performance Cash Incentive”) in accordance with the Company’s 2011 Incentive Plan (and any successor plan).  The target level for fiscal year 2014 will be $600,000, pro-rated based on the number of days you serve the Company during fiscal year 2014.  The terms of the Annual Performance Cash Incentive, including the performance metrics used in determining your Annual Performance Cash Incentive, will be subject to the determination and approval of the Compensation Committee of the Board of Directors (the “Compensation Committee”) on an annual basis.  For each fiscal year after fiscal year 2014, your Annual Performance Cash Incentive target level will be subject to the review and approval of the Compensation Committee.    
(c)    Long-Term Incentive Awards.  Beginning with the Company’s 2014 fiscal year, you will annually be eligible to receive long-term incentive awards (“Long-Term Incentive Awards”) as determined by the Company in accordance with the Company’s 2011 Incentive Plan (and any successor plan).  The target award level for your Long-Term Incentive Awards under the Company’s Long-Term Incentive Plan for fiscal year 2014 will be $1,800,000, pro-rated based on the number of days you serve the Company during fiscal year 2014 and will be granted 





in the form of stock options and three-year performance shares pursuant to the Company’s methodologies and consistent with how such awards were granted to other executive officers in early fiscal year 2014.  The terms of the Long-Term Incentive Awards, including the performance metrics used in determining your Long-Term Incentive Awards payouts, will be subject to the determination and approval of the Compensation Committee on an annual basis.  For each fiscal year after fiscal year 2014, your Long-Term Incentive Award target level will be subject to the review and approval of the Compensation Committee.
(d)    Sign-On Bonus.  You shall receive a sign-on bonus as follows, intended to compensate you for certain amounts forfeited upon leaving your prior employer: 
(1)    $500,000 cash payment (subject to applicable tax withholding) to be made to you in two equal installments of $250,000 with the first payment of $250,000 paid no later than 30 days following your Start Date and the second payment of $250,000 paid no later than the first regularly scheduled payroll date following the second anniversary of your Start Date, provided you remain employed on each of those anniversaries; provided, however, if you provide notice of termination other than for Good Reason, or if the Company terminates you for Cause, in each case prior to the second anniversary of your Start Date, you will be required to promptly repay the Company any amounts already paid to you; and
(2)    equity incentive compensation, to be granted effective as of your Start Date pursuant to the 2011 Incentive Plan and the grant agreements provided to you with respect to these awards, as follows: 
(A)    stock options, to be granted effective as of the Start Date with a grant date fair value for accounting purposes under FASB ASC Topic 718 of approximately $2,200,000, as determined by the Company based on its valuation methodology as of the grant date (the “Sign-On Stock Options”).  The Sign-On Stock Options will vest annually with respect to 34%, 33% and 33% of such grant, on each of the first three anniversaries of the Start Date, subject to your continued service through each such date, and shall otherwise be governed by the terms set forth in this Letter and the grant agreement attached as Exhibit A to this Letter; and 
(B)     time-based RSUs, to be granted effective as of the Start Date with a grant date fair value for accounting purposes under FASB ASC Topic 718 of approximately $1,600,000, as determined by the Company based on its valuation methodology as of the Start Date (the “Sign-On RSUs”). The Sign-On RSUs will vest and be settled in Company common shares annually with respect to 34%, 33% and 33% of such grant, on each of the first three anniversaries of the Start Date, subject to your continued service through each such date, and shall otherwise be governed by the terms set forth in this Letter and the grant agreement attached as Exhibit A to this Letter.





		
	4.
	Other Employee Benefits; Change in Control Severance Policy


(a)    Vacation.  You will be entitled to paid annual vacation consistent with the Company’s vacation policy as in effect from time to time.
(b)    Employee Benefit Plans.  During your employment, you will be eligible to participate in the Company’s employee benefit and welfare plans, including plans providing retirement benefits, deferred compensation, medical, dental, hospitalization, life or disability insurance and the Savings Harvest 401(k) Plan on a basis that is no less favorable than what is provided to other senior executives of the Company generally.  
(c)    Change in Control Severance Policy.  The Compensation Committee has approved your participation in the Company’s Change in Control Severance Policy (as may be amended from time to time, the “CIC Severance Policy”) as a Schedule B participant (i.e., at 2.0 multiple), provided that (i) you will not be eligible for the benefits under Section 4(g) of the CIC Severance Policy relating to any Excise Tax Gross-up and (ii) such participation shall be in accordance with the terms of such CIC Severance Policy.  Your participation and any other terms and conditions related to participation shall be at the discretion of the Compensation Committee or the Board of Directors in accordance with the terms of the CIC Severance Policy.
(d)    Relocation.  You will relocate to the New York, NY metropolitan area (which for avoidance of doubt includes residing in the states of New York, New Jersey or Connecticut) within approximately 90 days of your Start Date.  You will be eligible for relocation benefits in accordance with the Company’s executive relocation policy as in effect from time to time or as otherwise determined by the Compensation Committee.  Any and all travel-related or other expenses associated with your travel to New York prior to your relocation will be treated in accordance with Company policies as in effect from time to time.
		
	5.
	Termination of Your Employment


(a)    No Reason Required.  You or the Company may terminate your employment at any time for any reason, or for no reason, subject to compliance with Section 5(d).
(b)    Termination by the Company for Cause.
“Cause” means any of the following:
A.Your continued failure, either due to willful action or as a result of gross neglect, to substantially perform your duties and responsibilities to the Group under your terms of employment (other than any such failure resulting from your 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 you, which notice specifies in reasonable detail the manner in which the Company believes you have not substantially performed your duties and responsibilities.


B.Your 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. 


C.Your indictment or conviction of, or plea of guilty or nolo contendere to, a felony or any other crime involving dishonesty, fraud or moral turpitude.


D.Your 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 you admit or deny liability).


E.Your breach of your 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 you notice and a reasonable opportunity to cure.


F.Your (i) obstructing or impeding, (ii) endeavoring to influence, obstruct or impede or (iii) failing to materially cooperate with, any investigation authorized by the Board of Directors or any governmental or self-regulatory entity (an “Investigation”). However, your failure to waive attorney-client privilege relating to communications with your own attorney in connection with an Investigation shall not constitute “Cause.”


G.Your purposely withholding, removing, concealing, destroying, altering or by any other means falsifying any material which is requested in connection with an Investigation.


H.Your disqualification or bar by any governmental or self-regulatory authority from serving in the capacity contemplated by the terms of this Letter or your loss of any governmental or self-regulatory license that is reasonably necessary for you to perform your responsibilities to the Group as set forth in this Letter if (a) the disqualification, bar or loss continues for more than thirty  (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 your employment, you will serve in the capacity contemplated by the terms of this Letter to whatever extent legally permissible and, if your employment is not permissible, you will be placed on leave (which will be paid to the extent legally permissible).


I.Your 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 you 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 you by the Company, which notice specifies in reasonable detail the alleged unauthorized use or disclosure or violation.


J.Your 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 you will be “willful” unless it is made by you in bad faith or without a reasonable belief that your act or omission was in the best interests of the Group.
(c)    Termination by you for Good Reason.
“Good Reason” means any of the following:
A.Any material and adverse change in your title;


B.Any material and adverse reduction in your authorities or responsibilities, or your not being a direct report to the Chief Executive Officer, other than any isolated, insubstantial and inadvertent failure by the Company that is not in bad faith and is cured promptly on you 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 your authorities or responsibilities);


C.Any material reduction by the Company in your Base Salary or target level of Annual Performance Cash Incentive as set forth in Sections 3(a) and 3(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 you in writing; or


D.The Company’s material breach of this Letter; 


; provided that (i) no alleged action, reduction or breach set forth in A. through D. 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 you of a written notice, setting forth such course of conduct deemed by you to constitute “Good Reason”; (ii) such written notice must be delivered to the Company within ninety (90) days after you obtain knowledge of such breach constituting “Good Reason”; and (iii) you must terminate employment within two years after you obtain knowledge of such breach constituting “Good Reason”. The Company’s placing you on paid leave for up to ninety (90) consecutive days while it is determining whether there is a basis to terminate your employment for Cause will not constitute “Good Reason.”
(d)    Advance Notice Generally Required.  Notwithstanding anything else contained in this Letter to the contrary, the Company and you each acknowledge and agree that your employment with the Company may be terminated by either the Company upon 30 days’ written notice to you (subject to the provisions of Section 6 of this Letter) or by you upon 90 days’ written notice to the Company (subject to the provisions of Section 6 of this Letter), at any time 





and for any reason, with or without Cause or Good Reason.  In addition, this Letter shall automatically terminate upon your death or disability (as determined in accordance with the Company’s long-term disability program and policies).  The Company may determine to waive all or part of your 90-day notice period at its discretion (but shall provide you with full compensation and benefits for the portion of such period that occurs prior to your Termination Date, provided that your Salary shall continue for no less than 30 days during such period).  Upon termination of your employment for any reason whatsoever, the Company shall have no further obligations to you after your Termination Date other than those set forth in Section 6 of this Letter.  The effective date of your termination of employment shall be referred to herein as the “Termination Date.”
		
	6.
	The Company’s Obligations in Connection With Your Termination


(a)    General Effect.  On termination in accordance with Section 5, your employment will end and the Group will have no further obligations to you except as provided in this Section 6.
(b)    By the Company Without Cause or By You With Good Reason.  If, during your Employment Period, the Company terminates your employment without Cause or you terminate your employment for Good Reason:
(1)    The Company will pay you the following as of the end of your employment: (i) your unpaid Salary (which shall be paid to you on the date of the Company’s first regularly scheduled payroll after your Termination Date), (ii) any accrued but unpaid business expense reimbursement, (iii) any unpaid but awarded Annual Performance Cash Incentive for the fiscal year preceding the fiscal year in which the Termination Date occurs and (iv) 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 (which shall be payable in accordance with such employee benefit plan, policy, practice or program, as the case may be) (collectively, the “Accrued Benefits”); provided that you shall not be entitled to receive any other payments or benefits in the nature of severance or termination pay, except as otherwise provided herein (or in the CIC Severance Policy); 
(2)    Any unvested Sign-on Stock Options shall immediately vest as of the Termination Date, but will not be exercisable prior to their original vesting date set forth above.  Each individual tranche of stock options shall remain exercisable for a period of one (1) year following their original vesting date, but in no event after the date such stock options would otherwise lapse;
(3)    Any Sign-on RSUs that have not vested and been paid as of your Termination Date will vest and be settled in accordance with their original schedule set forth above, subject to compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (“Section 409A);
(4)    You will be eligible to receive an Annual Performance Cash Incentive for the fiscal year in which the Termination Date occurs, payable at the time awards are 





normally paid and based upon actual performance of the Company; provided that your Termination Date occurs after the Compensation Committee has approved the targets and terms of the Annual Performance Cash Incentive for such fiscal year in which the Termination Date occurs; provided, further, such amount will be prorated based upon the number of days elapsed in such fiscal year prior to the Termination Date;
(5)    if your Termination Date occurs on or prior to December 31, 2016, within 60 days of your Termination Date (subject to your compliance with Section 6(d)), you will receive an additional lump sum cash payment in an amount equal to 100% of your Salary, as in effect on the Termination Date (but disregarding any reduction in Salary that constituted Good Reason) (for the avoidance of doubt, if your Termination Date occurs after December 31, 2016, you will not be eligible for any cash payments under this Section 6(b)(5)); and
(6)    All other outstanding awards will be governed by the terms of the applicable plans and award agreements.
(c)    Change in Control.  If you are 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 you are entitled to will reduce (but not below zero) the corresponding payment or benefit provided under this Letter.  It is the intent of this provision to pay or to provide to you the greater of the two payments or benefits but not to duplicate them.  
(d)    Condition.  The Company will not be required to make the payments and provide the benefits stated in this Section 6 (other than your Accrued Benefits), unless within fifty-five (55) days following the Termination Date you execute and deliver to the Company, and do not revoke, a valid and effective release and waiver in a form satisfactory to the Company.
		
	7.
	Employment and Confidentiality Agreement; No Public Statements or Disparagement; Proprietary Information


(a)    Employment and Confidentiality Agreement.  You will be required to execute and deliver to the Company on or about the Start Date the Company Employment and Confidentiality Agreement the terms of which are incorporated herein by reference).  Pursuant to the Employment and Confidentiality Agreement, you will be subject to non-competition and non-solicitation of customers and employees provisions for one-year following the termination of your employment for any reason.  The Company may waive this provision in its discretion.  
(b)    No Public Statement or Disparagement.  You agree that you will not make any public statement that would libel, slander or disparage (the foregoing, to “Disparage”) any member of the Group or any of their respective past or present officers, directors, employees or agents, and the Company agrees that the members of the Board of Directors and the Company’s executive officers will not Disparage you; provided that nothing in this Section 7 or in any other provision of this Letter shall prevent either you, the Company or the Company’s executive officers or Board members, respectively, from providing truthful and candid assessments of Group personnel and processes in accordance with established procedures or truthful testimony 





or other information in any legal proceeding, Investigation or as otherwise may be required by law.  
(c)    Proprietary Information.  “Proprietary Information” means confidential or proprietary information, knowledge or data concerning (1) the Group’s businesses, strategies, operations, financial affairs, organizational matters, personnel matters, budgets, business plans, marketing plans, studies, policies, procedures, products, ideas, processes, software systems, trade secrets and technical know-how, (2) any other matter relating to the Group and (3) any matter relating to clients of the Group or other third parties having relationships with the Group.  Proprietary Information includes (1) information regarding any aspect of your tenure as an employee of the Group or the termination of your employment, (2) the names, addresses, and phone numbers and other information concerning clients and prospective clients of the Group, (3) investment techniques and trading strategies used in, and the performance records of, client accounts or other investment products, and (4) information and materials concerning the personal affairs of employees of the Group.  In addition, Proprietary Information may include information furnished to you orally or in writing (whatever the form or storage medium) or gathered by inspection, in each case before or after the date of this Letter.  However, Proprietary Information does not include information (1) that was or becomes generally available to the public, other than as a result of a disclosure by you, directly or indirectly, or as a result of the violation by a third party of the Group’s confidentiality rights, or (2) that you can establish was independently developed by you without reference to any Proprietary Information.
(1)    Use and Disclosure.  You will obtain or create Proprietary Information in the course of your involvement in the Group’s activities and may already have Proprietary Information.  You agree that the Proprietary Information is the exclusive property of the Group, and that, during your employment, you will use and disclose Proprietary Information only for the Group’s benefit and in accordance with any restrictions placed on its use or disclosure by the Group.  After your employment, you will not use or disclose any Proprietary Information.  In addition, nothing in this Letter will operate to weaken or waive any rights that the Group may have under statutory or common law, or any other agreement, to the protection of trade secrets, confidential business information and other confidential information.
(2)    Limitations.  Nothing in this Letter prohibits you from providing truthful testimony or information concerning the Group to governmental, regulatory or self-regulatory authorities.  Also, the parties (and their respective employees, representatives and agents) may disclose to any and all persons, without any limitation of any kind, the tax treatment and tax structure of this Letter and all materials of any kind (including opinions and other tax analysis) that are provided to either party related to such tax treatment and structure.
(d)    Payment Obligations.  If you fail to comply with any provision in this Section 7 (including any provision in the Employment and Confidentiality Agreement incorporated herein by reference) during your employment period or during any restricted period thereafter, you will forfeit all remaining payments and benefits owed to you under Section 6 which were conditioned on you providing the Company with a release.  In addition, the Group will be entitled to legal, 





equitable or other remedies, including, without limitation, injunctive relief and specific performance to protect against any such non-compliance or threatened non-compliance.
		
	8.
	Representations


(a)    You represent that your employment hereunder will not violate any law or duty by you are bound, and will not conflict with or violate any agreement or instrument (including any non-competition or non-solicitation covenants with any prior employer or any other entity) to which you are a party or by which you are bound.  The Company further represents that this Letter has been duly approved by the Compensation Committee and that it has full authority to execute this Letter and perform its obligations under this Letter.
(b)    You acknowledge that (1) all cash and equity incentive awards granted to you shall be subject to the terms of such awards (as set forth in this Letter and the respective grant agreements) and shall be subject to recapture under the Company’s clawback policy and clawback provisions as currently in effect and as may be amended from time to time and (2) you will be subject to the Company’s stock ownership guidelines as currently in effect and as may be amended from time to time.
(c)    You represent that you are legally authorized to work in the United States, and you will provide documentation showing such authorization to the Company on your Start Date.  You acknowledge that, in order for the Company to comply with United States law, the Company may not employ anyone who cannot provide documentation showing that they are legally authorized to work in the United States.
(d)    You represent that all information provided to the Company or its agents with regard to your background is true and correct to the best of your knowledge.  Your breach of this representation shall constitute “Cause.”
		
	9.
	General Provisions


(a)    Any notice required or permitted to be given under this Letter shall be made either: 
(i)  by personal delivery to you 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: Chief Human Resources Officer, or
(ii)  in writing and sent by registered mail, postage prepaid, to your residence, or, in the case of the Company, to the Company’s Principal Office.
(b)    This Letter shall be binding upon you and your 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.
(c)    You and the Group will treat all payments to you under this Letter (except for expense reimbursements that are not subject to taxation) as compensation for services.  





Accordingly, the Group may withhold from any payment any taxes that are required to be withheld under any law, rule or regulation.
(d)    This Letter 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 Letter or your employment shall be brought exclusively in the state or federal courts of the State of New York, County of Suffolk.
(e)    This Letter, the Company’s Employment and Confidentiality Agreement and the other documents referred to herein represent the entire agreement between you and the Company related to your employment and supersede any and all previous oral or written communications, representations or agreements related thereto.  This Letter may only be modified, in writing, jointly by you and a duly authorized representative of the Company.  This Letter 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 Letter will not be effective until the date it has been executed by both parties.  In the event of any conflict in terms or provisions between this Letter and the Employment and Confidentiality Agreement, the terms and provisions of this Letter shall prevail and govern.  For the avoidance of doubt, in the event of any conflict in terms or provisions between this Letter and any award agreement pursuant to which you are granted equity in the Company, the terms and provision of the award agreement shall prevail and govern.
(f)    The provisions of this Letter 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 Letter 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 Letter 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.
(g)    The parties agree that this Letter is intended to comply with the requirements of Section 409A or an exemption from Section 409A.  In the event that after execution of this Letter 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 Letter at no additional cost to the Company (other than the Company’s routine expenses for outside counsel), if you and the Company determine that this Letter as structured would have adverse tax consequences to you under applicable law.  To extent that you would otherwise be entitled to any payment under this Letter 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 you are a “specified employee” (within the meaning of Section 409A and as determined by the Company), the payment will be paid to you 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 and to the extent permitted by Section 409A) or your death.  Similarly, to the extent that you 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 and to the extent permitted by Section 409A) or your 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 you 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 Letter shall be deemed to be separate payments, amounts payable under Section 6 of this Letter 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 Letter or elsewhere, any payment or benefit under this Letter 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 you only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second taxable year following the taxable year in which the “separation from service” occurs; and provided further, that such expenses shall be reimbursed no later than the last day of the third taxable year following the taxable year in which your “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 Letter is determined to be subject to Section 409A, 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 lifetime 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 you 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.
Very truly yours,
	
			
	Accepted and agreed to:








/s/ Lauren P. Flaherty
	 
	/s/ Guy A. Di Lella

	Lauren P. Flaherty 


Date: 6.15.2013
	 
	Guy A. Di Lella 
Chief Human Resources Officer 
CA, Inc.
June 14, 2013