EX-10.19: OFFER LETTER TO JEFF CLARKE



 





Exhibit 10.19








March 18, 2004



Mr. Jeff Clarke

111 Bridgton Court

Los Altos, CA 94022




Dear Jeff:



Congratulations! Computer Associates International, Inc. (CA) is pleased to
offer you the position of Chief Financial Officer, in our office in Islandia,
NY, reporting to Sanjay Kumar. We expect your start date to be on or about
March 30, 2004.



Your compensation will be an annual base salary of $650,000 paid semi-monthly.
Your compensation plan includes an annual incentive cash target of $650,000,
with a Long Term Incentive Compensation (LTIC) Plan of $2,700,000.00, in
accordance with the Executive Compensation Plan guidelines and vesting
schedule. The specific components of your LTIC Plan will be provided to you
shortly after your start date at CA.



Additionally, you will be paid a one-time sign on bonus totaling $150,000,
$75,000 payable upon your first payroll after hire and $75,000 payable the
payroll following your six months of employment with CA. This sign-on bonus
would be repayable to CA on a prorated basis should you voluntarily resign from
CA within 12 months of your date of hire.



The position offered is an exempt position and as such you will not be
compensated for overtime. In addition, the executive management of CA will
recommend to the Stock Option and Compensation Committee (SO&C) of the Board of
Directors (BOD) that they award you an option grant of 235,000 shares of CA
options upon hire. These CA Stock Options are subject to the terms and
conditions of the Option Plan, and are granted at the sole discretion of the
SO&C Committee.



Please note that your continued employment at time of payout is required to be
awarded these benefits. If your employment terminates for any reason other
than non-performance or voluntarily, you will be eligible for a severance
payment equivalent to 12 months of base salary in accordance with the CA
Severance Policy.



Attached please find CA’s comprehensive Domestic Relocation Package which
describes the various relocation benefits you are eligible to receive. Also
attached is a brief description of your employee benefits at CA. You will
receive more information concerning your employee benefit program during your
orientation on your first day of employment.



This offer is contingent upon your presentation of the original documentation
required to establish your identity and permission to work in the United States
in accordance with United States immigration law. We have attached the
information required to identify the documentation you will need to bring with
you on your first day. In the event you cannot produce proper documentation as
outlined on the I-9 within 3 business days of your start date, this offer will
be considered to have expired. In accordance with CA policy, your employment,
like everyone’s employment at CA, is considered “employment at will”.



We look forward to having you join us and we expect that our relationship will
be mutually rewarding. To confirm your acceptance of this offer, please
forward this document directly back to me via e-mail within five days of
receipt. If I have not received your confirmation within five days, this offer
will be considered to have expired.




 









 







We realize that this is an important decision and want to be certain you have
all of the information that you require. Should you have questions or require
information beyond what we have already discussed or what is contained in this
letter, please call me at 631-342-6685 or e-mail me at Linda.Palmeri@ca.com.



Sincerely,




	 	 	 
	Linda A. Palmeri
	 	 
	Vice
President
HR Relationship Management

	 	/s/ Jeff Clarke

	 

	 	Jeff Clarke