EX-10.2



 





Exhibit 10.2








Computer Associates International, Inc.

Incentive Stock Option Certificate




     





	 	 	 	 	 
	

Name of Option Holder

	 	

EMPLID
	 	 







	 	 	 
	Option Number

	 	Option
	 

	 	 
	Total Number of Shares Granted

	 	**Total Granted**
	Option Date

	 	Option Date
	Exercise Price Per Share

	 	Ex Price









	 	 	INCENTIVE STOCK OPTION granted by Computer Associates International,
Inc., a Delaware corporation, (the “Company”) to the above-named option holder
(the “Optionee”), an employee of the Company or one of its subsidiaries,
pursuant to the Computer Associates International, Inc. 2002 Incentive Plan
(the “Plan”), the terms of which are incorporated herein by reference and
which, in the event of any conflict, shall control over the terms contained
herein.
	 
	1.	 	Grant and Vesting Option 

Subject to the vesting schedule below, the Company hereby grants to the
Optionee an option to purchase on the terms herein provided a total of the
number of shares of common stock, $.10 par value, of the Company set forth
above, at an exercise price per share as set forth above.
	 
	 	 	This option may be exercised only with respect to the portion thereof that is
vested. The Optionee’s option to exercise this option shall become vested in
annual increments on the anniversary dates of the granting of this option
according to the following vesting schedule:





	 	 	 	 	 
	 	 	Percentage (%) of Option
Shares With Respect to Which
	Anniversary Date 
	 	Optionee Has a Vested
Option to Exercise

	1st

	 	 	34	%
	2nd

	 	 	33	%
	3rd

	 	 	33	%









	 	 	Vested options shall be calculated only in terms of full years (for example,
from one anniversary date to the next) and no partial vesting credit shall be
given for partial years of employment.
	 
	 	 	This option shall expire and shall not be exercisable after the expiration of
ten (10) years from the date it is granted.
	 
	2.	 	Stock to be Delivered 

Stock to be delivered upon the exercise of this option may constitute an
original issue of authorized stock or may consist of treasury stock.
	 
	3.	 	Exercise of Option 

Each election to exercise this option shall be made by delivering to the
Company or its agent a properly executed exercise notice, together with
irrevocable instructions to a broker to deliver promptly to the Company the
amount of sale or loan proceeds with respect to the portion of shares to be
acquired upon exercise. Exercise of this option will not be permitted if the
Company determines, in its sole and absolute discretion, that issuance of shares at that time could violate any law or regulation.
	 
	 	 	In the event an option is exercised by the executor or administrator of a
deceased Optionee, or by the person or persons to whom the option has been
transferred by the Optionee’s will or the applicable laws of descent and
distribution, the Company shall be under no obligation to deliver stock there
under unless and until the Company is satisfied that the person or persons
exercising the option is or are the duly appointed executor(s) or
administrator(s) of the deceased Optionee or the person to whom the option has
been transferred by the Optionee’s will or by the applicable laws of descent
and distribution.





 









 







	4.	 	Payment for and Delivery of Stock 

Payment in full by cash, certified check, bank draft, wire transfer or postal
or express money order shall be made for all shares for which this option is
exercised at the time of such exercise, and no shares shall be delivered until
such payment is made.
	 
	 	 	Alternatively, payment may be made by (i) delivering to the Company a properly
executed exercise notice, together with irrevocable instructions to a broker
to deliver promptly to the Company the amount of sale or loan proceeds with
respect to the portion of the shares to be acquired upon exercise having a
Fair Market Value on the date of exercise equal to the sum of the applicable
portion of the exercise price being so paid, (ii) tendering to the Company (by
physical delivery or by attestation) certificates representing shares of
outstanding common stock, par value $.10, of the Company that have been held
by the Optionee for at least six months prior to exercise, having a Fair
Market Value on the day prior to the date of exercise equal to the applicable
portion of the exercise price being so paid, together with stock powers duly
executed and with signature guaranteed; or (iii) any combination of the
foregoing. Notwithstanding the foregoing, a form of payment will not be
available if the Company determines, in its sole and absolute discretion, that
such form of payment could violate any law or regulation.
	 
	 	 	The Company shall not be obligated to deliver any stock unless and until (i)
satisfactory arrangements have been made with the Company for the payment of
any applicable tax withholding obligations, (ii) all applicable federal and
state laws and regulations have been complied with, (iii) in the event the
outstanding common stock is at the time listed upon any stock exchange, the shares to be delivered have been listed, or authorized to be listed upon
official notice of issuance upon the exchanges where it is listed, and (iv)
all legal matters in connection with the issuance and delivery of the shares
have been approved by counsel of the Company. The Optionee shall have no
rights of a stockholder until the stock is actually delivered to him.
	 
	5.	 	Recovery and Reimbursement of Option Gain 

The Company shall have the right to recover, or receive reimbursement for, any
compensation or profit realized by the exercise of this option or by the
disposition of any option shares to the extent that the Company has such a
right of recovery or reimbursement under applicable securities laws.
	 
	6.	 	Nontransferability of Option 

This option may not be transferred by the Optionee otherwise than by will or
the laws of descent and distribution, and during the Optionee’s lifetime this
option may be exercised only by the Optionee.
	 
	7.	 	Termination of Employment 

Upon termination of employment, other than termination of employment by reason
of (i) Retirement, as defined in the Plan, (ii) disability, or (iii) death,
any portion of this option that has not become vested as of the date of
termination shall immediately terminate and any portion of this option that
has already vested as of such date shall terminate thirty (30) days after
termination of employment or the expiration date of the option, whichever
occurs first.
	 
	8.	 	Retirement 

In the event of the Optionee’s Retirement, as defined in the Plan, from the
employ of Company or any subsidiary, any portion of this option that has not
become vested as of the date of Retirement shall immediately terminate and any
portion of this option that has already vested as of such date shall terminate
one (1) year after such retirement or on the expiration date of the option,
whichever occurs first.
	 
	9.	 	Disability 

In the event of termination of employment of the Optionee because of
disability, any unexercised portion of this option held by the Optionee at the
date of such termination (vested and unvested) will immediately become
exercisable in full and will remain exercisable by the Optionee for a period
of one (1) year or the remaining term of the option, whichever is shorter.
	 
	10.	 	Death 

If an Optionee dies while employed by the Company, any unexercised portion of
this option held by the Optionee at his date of death (vested and unvested)
will immediately become exercisable in full and will remain exercisable by the
estate of the deceased Optionee or the person given authority to exercise his
options by his will or by operation of law for a period of one (1) year or the
remaining term of the options, whichever is shorter.
	 
	11.	 	Changes In Stock 

In the event of any stock split, reverse stock split, dividend or other
distribution (whether in the form of cash, shares, other securities or other
property), extraordinary cash dividend, recapitalization, merger,
consolidation, split-up, spin-off, reorganization, combination, repurchase or
exchange of shares or other securities, the issuance of warrants or other
rights to purchase shares or other securities, or other similar corporate
transaction or event, the number and kind of shares of stock of the Company
covered by this option, the option price and other relevant provisions may be
appropriately adjusted by the Compensation and Human Resource Committee, in
its discretion, to the extent necessary to prevent dilution or enlargement of
the benefits or potential benefits intended to be provided by this option.
Any such determinations and adjustments made by the Compensation and Human
Resource Committee shall be binding on all persons. In the event of (i) a
consolidation or merger in which the Company is not the surviving corporation,
(ii) a consolidation or merger in which the Company is the surviving
corporation but holders of shares receive securities or another corporation,
or (iii) a sale of substantially all of





 









 







	 	 	the Company’s assets (as an entirety) or capital stock to another person, this
option shall be deemed to apply to the equivalent amount of securities, cash
or other property that is received by Company stockholders in exchange for
their Company shares pursuant to such transaction; provided, however, that the
Compensation and Human Resource Committee may, in its discretion, either (i)
provide, upon written notice to the Optionee, that this option shall terminate
as of the date specified in such notice (in which case the Compensation and
Human Resource Committee may, but does not have to, accelerate the vesting of
any portion of this option that has not already vested as of the date such
notice is provided to the Optionee), or (ii) cancel this option and in
consideration of such cancellation pay to the Optionee an amount in cash with
respect to each share then remaining under the option equal to the difference
between the Fair Market Value of such share on the date of cancellation (or,
if greater, the per share value of the consideration received by Company
stockholders as a result of the merger, consolidation, reorganization or sale)
and the per share exercise price of the option.
	 
	12.	 	Continuance of Employment 

This option shall not be deemed to obligate the Company or any subsidiary to
retain the Optionee in its employ for any period.
	 
	13.	 	Provisions of the Plan and Section 422 of the Internal Revenue Code 

This certificate incorporates by reference the terms of the Plan and of
Section 422 of the Internal Revenue Code of 1986, as amended, and is subject
to the provision thereof. The Plan and the options granted pursuant to this
certificate are intended to comply with Section 422 of the Internal Revenue
Code of 1986, as amended, and all of the regulations issued pursuant thereto.
This certificate shall be construed in accordance with the Plan, said Section
422 and the regulations issued there under and any provision of this
certificate held to be inconsistent therewith shall be severable and of no
force or effect.
	 
	 	 	IN WITNESS WHEREOF, Computer Associates International, Inc. has caused this
certificate to be executed by the Chief Operating Officer. This option is
granted at the Company’s principal executive office, One Computer Associates
Plaza, Islandia, New York 11749, on the date stated above.
	 
	 	 	Computer Associates International, Inc.





     





	 	 	 	 	 
	By

	 	
	 	 
	

	 	
	 	 
	

	 	Jeff Clarke 	 	 
	

	 	Chief Operating Officer