EXHIBIT 10.1



 






March 7, 2005




Mark Barrenechea

[ADDRESS REDACTED]



Dear Mark:




     As you know, as of January 21, 2005, your new position with Computer Associates International,
Inc., a Delaware corporation (the “Company”) and its affiliates from time to time (together, the
“Group”), is that of Executive Vice President of Technology Strategy and Chief Technology Architect
of the Company. In such capacity, you will report to the Company’s Chief Executive Officer
(“CEO”).



     You will have the authority, responsibilities and reporting relationships that correspond to
your position, including any particular authority, responsibilities and reporting relationships
that the CEO may assign to you from time to time. You agree to comply with such policies of the
Company as may be adopted from time to time. You understand that you may be spending much of your
time traveling and performing many of your responsibilities from locations other than the Company’s
principal offices.



     During your employment, you will devote substantially all of your business time and attention
to the Group and will use good faith efforts to discharge your responsibilities under this
Agreement to the best of your ability.



     During your employment, you will not render any business, commercial or professional services
to any non-member of the Group. However, you may serve on corporate, civic or charitable boards,
so long as these activities do not interfere with your performance of your responsibilities under
this Agreement and such service is approved by the Board.



Compensation; Benefits




     During your employment, you will continue to receive an annual base salary (your “Salary”) of
$450,000, payable in accordance with the Company’s regular payroll practices.



     With respect to the fiscal year ending March 31, 2005, you remain eligible to receive an
Annual Performance Bonus, with a target of $350,000, if you remain employed through March 31, 2005,
subject to the terms and conditions of the Company’s 2002 Incentive Plan and the resolutions, dated
June 30, 2004 (the “Resolutions”), of the Compensation and Human Resource Committee of the Board of
Directors. In addition, if you remain employed through March 31, 2005, you remain eligible to
receive your targeted Long-Term Performance Bonus for the performance periods commencing on April
1, 2004, which Long-Term Performance Bonus shall otherwise be subject to the applicable terms and
conditions under the 2002 Incentive Plan and the Long-Term Performance Bonus program set forth in
the Resolutions.



     You will be entitled to paid annual vacation during your employment in accordance with Company
policy. During your employment, you will also be eligible to participate in the Group’s employee
benefit and welfare plans, including plans providing retirement benefits, medical, dental,
hospitalization, life or disability insurance, on a basis that is at least as favorable as that
provided to similarly situated senior executives of the Group.



     You will be reimbursed for all business and entertainment expenses incurred by you in
performing your responsibilities under this Agreement, subject to the Group’s normal practices for
senior executives.



 









 





Termination of Employment




     You or the Company may terminate your employment at any time for any reason, or for no reason,
subject to the provisions of this letter. On termination of your employment, the Group will have
no further obligations to you except as provided below.



     Upon a termination of employment for any reason, you will be entitled to your unpaid Salary
through the Effective Termination Date (as defined below), any accrued but unused vacation, and any
accrued expense reimbursements in accordance with the Company’s policies. In addition, the Company
will pay you any amounts and provide to you any benefits to which you are entitled, under any plan,
contract or arrangement of the Group in accordance with the applicable terms thereof. Furthermore,
the Company hereby affirms that you are not obligated to repay any relocation expenses which the
Company paid in connection with your move from California.



     In addition, if the Company terminates your employment without Cause or you resign for Good
Reason (as each term is defined in the Appendix):




(1) The Company will pay you, in one lump sum payable on the first full
payroll cycle following your return of an executed separation agreement
(substantially in the form attached as Exhibit A hereto) and the expiration of the
seven (7) day revocation period referenced therein, an amount equal to (A) one (1)
times your then current Salary and (B) $15,000 as a COBRA assistance payment, in
accordance with the Company’s form of separation agreement as in effect from time to
time;




(2) Each outstanding option to purchase the Company’s common stock that is
held by you and that is vested and exercisable as of the Effective Termination Date,
shall remain exercisable until the fifth anniversary of the Effective Termination
Date or the last day of such option’s term, whichever is earlier, as provided in the
applicable option award certificate and incentive plan; and




(3) You will be entitled to outplacement assistance in accordance with the
Company’s policy, as in effect from time to time.



     You and the Company agree to provide 15 days’ advance written notice of any termination (a
“Termination Notice”), except as provided below. Accordingly, the effective date of termination of
your employment (the “Effective Termination Date”) will be 15 days after Termination Notice is
given, except that (1) the Effective Termination Date will be the date of the Company’s Termination
Notice if your employment is terminated by the Company for Cause, although the Company may provide
a later effective date in the Termination Notice, (2) the Effective Termination Date will be 15
days after Termination Notice is given if your employment is terminated because of your long-term
disability, (3) the Effective Termination Date will be 120 days after Termination Notice is given
if your employment is terminated by the Company without Cause and such Termination Notice is given
prior to June 1, 2005 and (4) the Effective Termination Date will be the time of your
death if your employment is terminated because of your death. The Company may elect to place you
on paid leave for all or part of the advance notice period. Additionally, in the event you give
the Company Termination Notice, the Company may waive the 15-day notice requirement and accelerate
the effective date to an earlier date.



     If, during your employment, there is a “Change in Control”, as defined in the Company’s Change
in Control Severance Policy (the “CIC Severance Policy”), and you are entitled to the payments and
benefits provided in the CIC Severance Policy they 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 you the greater of the two payments or benefits but not to duplicate them.
Similarly, if you are entitled to any payments or benefits under the Company’s severance policy,
they will reduce the corresponding payment or benefit provided under this Agreement. 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.



 









 





     The Company will not be required to make the payments and provide the benefits stated in this
Agreement upon a termination of employment unless you execute, comply with and deliver to the
Company a separation agreement, substantially in the form attached hereto as Exhibit A. Such
separation agreement will require you to certify that you have complied, and will continue to
comply, with each of the provisions of the Employment and Confidentiality Agreement (or similar
agreement) that you signed when you began working for the Company (the “Employee Agreement”),
except that the separation agreement will provide that your covenant not to compete for the
one-year period following your termination (as set forth in the Employee Agreement) will be revised
to specifically prohibit your engaging in any competitive activities with the following entities:
IBM, Microsoft Corp., BMC Software, Quest and EMC. You will continue to remain subject to all of
the other provisions in the Employee Agreement including, without limitation, the non-solicitation
provisions relating to customers and employees, as set forth therein.



No Public Statements or Disparagement




     Except as required by statute or legal process, you agree that you will not intentionally make
any public statement that would libel, slander or disparage any member of the Group or any of their
respective past or present officers, directors, employees or agents. Except as required by statute
or legal process, the Company agrees that it will not intentionally make any public statement that
would libel, slander or disparage you.



Indemnification




     For so long as you are employed by the Company pursuant to this Agreement and at all times
thereafter, the Company shall indemnify and hold you harmless for acts and omissions in your
capacity as Executive Vice President in accordance with the Company’s bylaws.



General Provisions



     This Agreement and the other documents referred to herein represent the entire agreement
between you and the Company with respect to the relationship contemplated by this Agreement and
supersede any earlier agreement, written or oral, with respect to the subject matter thereof. You
hereby acknowledge that you are not subject to any obligation which would in any way restrict the
performance of your duties hereunder. You may not assign this Agreement without the Company’s
consent.



     This Agreement will be governed by and construed in accordance with the law of the State of
New York applicable to contracts made and to be performed entirely within that State.



     The Group may withhold from any payment provided in this Agreement any taxes that are required
to be withheld under any law, rule or regulation.



     If any provision of this Agreement is found by any court of competent jurisdiction (or legally
empowered agency) to be illegal, invalid or unenforceable for any reason, then the provision will
be amended automatically to the minimum extent necessary to cure the illegality or invalidity and
permit enforcement and the remainder of this Agreement will not be affected.



     This Agreement is in consideration of the mutual covenants contained in it. You and the Group
acknowledge the receipt and sufficiency of the consideration to this Agreement and intend this
Agreement to be legally binding.



     Any provision of this Agreement may be amended or waived but only if the amendment or waiver
is in writing and signed, in the case of an amendment, by you and the Company or, in the case of a
waiver, by the party that would have benefited from the provision waived. Except as this Agreement
otherwise provides, no failure or delay by you or the Group to exercise any right or remedy under
this



 









 







Agreement will operate as a waiver, and no partial exercise of any right or remedy will
preclude any further exercise.



     This Agreement will be binding on, inure to the benefit of and be enforceable by the parties
and their respective heirs, personal representatives, successors and assigns. This Agreement does
not confer any rights, remedies, obligations or liabilities to any entity or person other than you
and the Company and your and the Company’s permitted successors and assigns, although this
Agreement will inure to the benefit of the Group.



     This Agreement may be executed in counterparts, each of which will constitute an original and
all of which, when taken together, will constitute one agreement. However, this Agreement will not
be effective until the date both parties have executed this Agreement.



	 	 	 
	

	 	Very truly yours,
	 
	 	 
	

	 	COMPUTER ASSOCIATES INTERNATIONAL, INC.
	 
	 	 
	

	 	/s/ Andrew G Goodman
	

	 	 
	

	 	Name: Andrew G. Goodman
	

	 	Title: Senior Vice President, HR
	 
	 	 
	Accepted and agreed to:
	 	 
	 
	 	 
	/s/ Mark Barrenechea
	 	 
	

	 	 
	Mark Barrenechea
	 	 






 









 






APPENDIX



“Cause” means any of the following:



1. Your failure to perform your duties and responsibilities to the Group under this Agreement
(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 fifteen (15) days after written notice
is delivered to you by the Company, which notice specifies in reasonable detail the manner in which
the Company believes you have not performed your duties and responsibilities.



2. 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.



3. 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.



4. 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).



5. Your breach of your fiduciary duties to the Group which may reasonably be expected to have a
material adverse effect on the Group.



6. 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 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”.



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



8. Your disqualification or bar by any governmental or self-regulatory authority from serving in
the capacity contemplated by this Agreement or your loss of any governmental or self-regulatory
license that is reasonably necessary for you to perform your 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 your
employment, you will serve in the capacity contemplated by this Agreement 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).



9. Your unauthorized use or disclosure of confidential or proprietary information, or related
materials, or the violation of any of the terms of the Company’s standard confidentiality policies
and procedures, in the case of any item identified in this clause 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 15 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.



10. 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.




 









 







“Good Reason” means any of the following actions that occur after the date hereof:





	 	1.  	Any material and adverse change in your position with the Group;
	 
	 	2.  	Any reduction in your Salary;
	 
	 	3.  	The Company’s material breach of this Agreement;
	 
	 	4.  	You resign for any reason on or after June 15, 2005;




provided that, no alleged action, reduction or breach set forth above in clauses (1) through (3)
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.”




 









 








EXHIBIT A




SEPARATION AGREEMENT AND GENERAL CLAIMS RELEASE




          Computer Associates International, Inc., on behalf of its officers, directors,
shareholders, employees, agents, representatives, parents, subsidiaries, legal entities in or
outside the United States, affiliates, divisions, successors and assigns (hereinafter collectively
referred to as the “Company”) and “I” [___] agree as follows:


1. I acknowledge that the Company advised me to read this agreement (the “Agreement”) and carefully
consider all of its terms before signing it. The Company gave me 21 calendar days to consider this
Agreement. I acknowledge that:





	 	(a)  	To the extent I deemed appropriate, I took advantage of this period to consider
this Agreement before signing it;
	 
	 	(b)  	I carefully read this Agreement;
	 
	 	(c)  	I fully understand it;
	 
	 	(d)  	I am entering into it knowingly and voluntarily;
	 
	 	(e)  	The Company advised me to discuss this Agreement with my attorney (at my own
expense) before signing it and I decided to seek legal advice or not seek legal advice
to the extent I deemed appropriate; and,
	 
	 	(f)  	I understand that the waiver and release contained in this Agreement does not
apply to any rights or claims that may arise after the date that I execute the
Agreement.




2. I understand that I may revoke this Agreement within seven (7) days after I sign it by providing
written notice on or before the seventh (7th) day after signing this Agreement to Andrew
Goodman, Divisional Sr. Vice President of Human Resources, located at One Computer Associates
Plaza, Islandia, New York, 11749. I understand and agree that the Company will not send me any
consideration described in paragraph 4 below until the seven (7) day revocation period has expired.



3. I understand that my employment with the Company ended [___] (the “Termination Date”).



4. In exchange for my full acceptance of this Agreement, the Company will pay me the following
consideration:




     (a) the sum of $[___] DOLLARS and NO CENTS as a separation payment (“Separation
Payment”); and,



     (b) the sum of $[___] DOLLARS and NO CENTS to assist me in continuing my medical
insurance coverage (“COBRA Assistance Payment”).1









	1	 	I understand that if I wish to continue my
medical insurance coverage pursuant to COBRA that I must elect COBRA coverage
(by following the procedure set forth in the COBRA notice that I will receive
from ADP for making such an election) within the timeframes specified in the
COBRA notice. I further understand that my signature on this agreement is
NOT a COBRA election.




 









 









I understand and agree that the Company will make normal withholdings from the Separation Payment
and the COBRA Assistance Payment for things such as federal, state and local taxes. I further
understand that the combined amount of the Separation Payment and the COBRA Assistance Payment will
be made in one lump sum payable on the first full payroll cycle following my return of this
executed Agreement to the Company and the expiration of the seven (7) day revocation period
referenced in paragraph 2 of this Agreement.



5. To the greatest extent permitted by law, I release the Company from any and all known or unknown
claims and obligations of any nature and kind, in law, equity or otherwise, arising out of or in
any way related to agreements, events, acts or conduct at any time prior to and including the date
I execute this Agreement. The claims I am waiving and releasing under this Agreement include, but
are not limited to, any claims and demands that directly or indirectly arise out of or are in any
way connected to my employment with the Company or the Company’s termination of my employment; any
claims or demands related to salary, bonuses, commissions, stock, stock options, or any other
ownership interest in the Company; and, any claims under Title VII of the Civil Rights Acts of
1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and
Medical Leave Act, the Fair Labor Standards Act and any other federal law, state law, local law,
country law, common law, or any other statute, regulation, or law of any type. I also waive any
right to any remedy that has been or may be obtained from the Company through the efforts of any
other person or any government agency.



The Company acknowledges that neither the Company nor any of its senior executives are aware of any
claims or causes of action arising on or prior to the date of this Agreement against me arising
from my employment relationship with the Company.



6. I understand and agree that the waiver and release of claims contained in paragraph 5 of this
Agreement shall not apply to any of the following:





	 	a.  	Any rights I may have to continued health or dental benefits under a
Company-sponsored benefit plan. Any such benefits shall be governed by the terms
of the specific benefit plan under which such benefits are provided;
	 
	 	b.  	Any rights I may have pertaining to the exercise of vested stock
options granted under a stock option plan administered by the Company. Any such
vested options will be governed by the terms of the stock option plan and grant
agreements under which such options were granted (and any amendments thereto,
including the amendments contemplated under the employment letter between the
Company and me, dated March 7, 2005 (the “Employment Agreement”));
	 
	 	c.  	Any rights in the nature of indemnification which I may have with
respect to claims against me relating to or arising out of my employment with the
Company in accordance with the Company’s bylaws and applicable law;
	 
	 	d.  	Any rights I may have for coverage under the Company’s Director and
Officer insurance policy;
	 
	 	e.  	Any rights I may have to obtain contributions, as permitted by law, in
the event of a judgment against me for any act for which the Company and I are
determined to be jointly liable;
	 
	 	f.  	Any rights I may have related to payment for accrued but unused
vacation as of the Termination Date;
	 
	 	g.  	Any rights I may have under the Consolidated Omnibus Budget
Reconciliation Act (“COBRA”);
	 
	 	h.  	Any rights I may have related to vested monies that I may have within
the Company’s 401(k) plan;




 









 






	 	i.  	Any rights I may have related to monies that I may have within the
Company’s Employee Stock Purchase Plan;
	 
	 	j.  	Any claim I may have to reimbursement of business-related expenses that
I incurred while performing my job for the Company. Such amounts will be paid if
deemed owing in accordance with Company policy




7. I acknowledge that the Company is under no obligation to make the payments or provide the
benefits being provided to me pursuant to paragraph 4 of this Agreement, and that the Company will
do so only subject to my agreement to, and compliance with, the terms of this Agreement. I agree
and acknowledge that if I breach any of the provisions of this Agreement, I will be required to
immediately reimburse to the Company the Separation Payment and COBRA Assistance Payment and all of
my options that are then-outstanding will be immediately forfeited.



8. I understand and agree that I will not voluntarily participate in any other investigation, suit
or proceeding by any other individual or agency, state or federal, against the Company except as is
required by law. Nothing in the preceding sentence shall prohibit me from testifying pursuant to
subpoena or from speaking to the Securities and Exchange Commission, U.S. Attorney’s Office or
Federal Bureau of Investigation in connection with any inquiry they may be conducting into the
Company’s business practices. I further warrant that I have not filed, and will not make or file,
any claim, charge, or lawsuit relating to my employment with the Company or any event that occurred
prior to my execution of this Agreement. 



9. I understand and agree that I will not say that this Agreement is an admission of guilt or
wrongdoing by the Company and I acknowledge that the Company does not believe or admit that it has
done anything wrong. I also will not do anything to criticize, denigrate, or disparage the
Company.



10. I certify that I have complied with the provisions of the Employment and Confidentiality
Agreement (or similar agreement) that I signed when I began working for the Company (the “Employee
Agreement”) and that I have not done or in any way been a party to, or knowingly permitted, any of
the following;





	 	a.  	disclosure of any confidential matters or trade secrets of the Company;
	 
	 	b.  	retention of any confidential materials (including product and
marketing information, development documents or materials, drawings, or other
intellectual property) created or used by me or others during my employment;
	 
	 	c.  	copying any of the above; and,
	 
	 	d.  	retention of any materials or personal property (including any
documents or other written materials, or any items of computer or other hardware,
or any software) belonging to, or in the possession of the Company.




11. I understand and agree that I have a continuing obligation to preserve as confidential
(and not to reveal to anyone or use, for myself or anyone else) any trade secret, know-how or
confidential information created or learned by me during my employment with the Company. By
signing this Agreement, I confirm my promise to comply with each and every one of the obligations
that I undertook in the Employee Agreement; provided, however, that, in accordance with the
Employment Agreement, the covenant not to compete contained in Section 9(i) of the Employee
Agreement is hereby amended to specifically limit the businesses considered to “engage in any
business activities that are competitive with the business activities of the Company or those of
its subsidiary or parent companies” to the following: IBM, Microsoft Corp., BMC Software, Quest and
EMC. I expressly confirm that I know of no reason why any promise or obligation set forth in the
Employee Agreement should not be fully enforceable against me. I understand that the terms of the
Employee Agreement, as amended herein, are incorporated into this Agreement by reference.



12. I agree that if a court of law determines that I have breached a promise that I make under this
Agreement that I will be obligated to pay the reasonable attorney’s fees and any damages the
Company


 









 






may incur as a result of or related to such breach. I acknowledge that any actual or threatened
violation of Paragraphs 10 or 11 would irreparably harm the Company, and that the Company will be
entitled to an injunction (without the need to post any bond) prohibiting me from committing any
such violation.



13. I agree that in the future I will not apply for or seek employment with the Company. I
understand and agree that if I seek employment with the Company and I am hired, that the Company
will have a legitimate and valid reason to terminate my employment as part of the consideration
that it will receive in connection with this Agreement.



14. This Agreement, the Employment Agreement and the Employee Agreement contain the entire
agreement between me and the Company regarding the subjects addressed herein, and may be amended
only by a writing signed by myself and the Company’s Divisional Sr. Vice President of Human
Resources. I acknowledge that the Company has made no representations or promises to me other than
those in this Agreement. If any one or more of the provisions of this Agreement is determined to
be illegal or unenforceable for any reason, such provision or other portion thereof will be
modified or deleted in such manner as to make this Agreement, as modified, legal and enforceable to
the fullest extent permitted under applicable law.



15. I agree that if I am notified that any claim has been filed against me or the Company that
relates to my employment with the Company, I will provide prompt written notice of the same to the
Company, and shall cooperate fully with CA in resolving any such claim. Further, I agree that I
will make myself reasonably available to CA representatives in connection with any and all claims,
disputes, negotiations, investigations, lawsuits or administrative proceedings relating to my
tenure with CA. I further agree that I will provide the Company with any information and/or
documentation in my possession or control that it may request in connection with any and all
claims, disputes, negotiations, investigations, lawsuits or administrative proceedings related to
my tenure with the Company. I further agree that if requested to do so by the Company, I will
provide declarations or statements to CA, will meet with attorneys or other representatives of CA,
and will prepare for and give depositions or testimony on behalf of CA relating to any claims,
disputes, negotiations, investigations, lawsuits or administrative proceedings related to my tenure
with the Company. I understand and agree that to the extent my compliance with the terms of this
paragraph 15 requires me to travel or otherwise incur expenses, the Company will reimburse me for
any such reasonable expenses that I incur. Finally, I understand that subject to and in accordance
with applicable law and the Company’s bylaws, the Company agrees to indemnify me with respect to
any action, suit or proceeding to which I am made or threatened to be made a party that arises out
of my good faith performance of my job responsibilities with the Company.



16. This Agreement binds my heirs, administrators, representatives, executors, successors, and
assigns, and will inure to the benefit of the Company.



17. This Agreement shall be governed by and, for all purposes, construed in accordance with the
laws of the State of New York applicable to contracts made and to be performed in such state. The
federal or state courts of the State of New York shall have sole and exclusive jurisdiction over
any claim or cause of action relating to this Agreement, my employment with the Company, or my
separation from the Company. I will accept service of process as provided under New York law or by
registered mail, return receipt requested, and waive any objection to personal jurisdiction over me
in the state or federal courts of the State of New York.



18. I understand and agree that the terms and conditions of this Agreement are confidential. Prior
to the date this Agreement becomes publicly available, I will hold these terms and conditions in
strict confidence and not disclose the content of this Agreement to anyone, except my immediate
family, as required by law, or as necessary to obtain financial or legal advice. My violation of
this promise will be considered a material breach of this Agreement.




 









 







19. California Employees. I further agree that by signing this Agreement that I am waiving
all rights under section 1542 of the Civil Code of California. This section reads as follows:





“A general release does not extend to claims which the creditor does not know or
suspect to exist in his or her favor at the time of executing the release, which if
known by him or her must have materially affected his or her settlement with the
debtor.”


Notwithstanding the provisions of section 1542, and for the purpose of implementing a full and
complete release and discharge of the Company, I expressly acknowledge that this Agreement is
intended to include in its effect, without limitation, all claims that I do not know or suspect to
exist in my favor at the time of execution hereof, and that this Agreement contemplates the
extinguishment of any such claim or claims. This Agreement shall be and remain in effect as a full
and complete general release notwithstanding the discovery or existence of any additional or
different facts.




REMAINDER OF PAGE INTENTIONALLY LEFT BLANK




SIGNATURE PAGE TO FOLLOW




 









 








     IN WITNESS WHEREFORE, the Company has caused this instrument to be executed in its corporate
name, by an individual with full authorization to act on its behalf. Further, I sign my name and
enter this Agreement on behalf of myself, my legal representatives, executors, heirs and assigns.



	 	 	 	 	 
	EMPLOYEE	 	 
	 
	 	 	 	 
	BY:
	 	 	 	 
	

	 	 	 	 
	

	 	EMPLOYEE SIGNATURE	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	EMPLOYEE NAME – PRINTED	 	DATE





Sworn and subscribed before me this the                      day of                                         , 200     .




	 	 	 
	By:
	 	 
	

	 	 
	

	 	Notary Public
	 
	 	 
	NOTARIAL STAMP OR SEAL












	 	 	 
	COMPUTER ASSOCIATES INTERNATIONAL, INC.
	 
	 	 
	BY:
	 	 
	

	 	 
	

	 	ANDREW GOODMAN

SENIOR VICE PRESIDENT – HUMAN RESOURCES
	 
	 	 
	DATE: