CA, Inc. Amendment to Senior Management Retirement Vesting Provisions under Incentive Plans

Contract Categories: Human Resources › Compensation Agreements
Summary

CA, Inc. amended its 2002 and 2007 Incentive Plans to change how certain senior managers' performance share awards vest after retirement. For one-year awards, 70% of shares now vest upon delivery, with the rest forfeited, instead of only one-third vesting. For three-year awards, shares will vest at the end of the performance cycle based on actual results and prorated for time worked before retirement, rather than being fully forfeited. This amendment applies to recently retired senior management participants.

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EX-10.7 8 y79740exv10w7.htm EX-10.7 exv10w7
Exhibit 10.7
CA, Inc.
Summary description of special retirement vesting provisions available to certain
Senior Management
     On May 19, 2009, the Compensation and Human Resources Committee of the Board of Directors of CA, Inc. (the “Company”) approved an amendment to the vesting terms for the one-year performance award agreements and three-year performance award agreements under Section 4.6 of the Company’s 2002 Incentive Plan (Amended and Restated Effective as of April 27, 2007) and the Company’s 2007 Incentive Plan, respectively, to certain members of senior management (the “Participants”) who have recently retired.
     Under the amendment, with respect to the Participants’ outstanding one-year performance share awards, such shares will vest 70% on the date of delivery of the shares, with the remaining shares being forfeited after retirement, instead of one-third of such shares vesting on the date of delivery, with the remaining shares being forfeited upon retirement.
     Under the amendment, with respect to the Participants’ outstanding three-year performance share awards, such shares will vest at the end of the applicable performance cycle based upon actual performance achieved over the entire performance cycle and will prorated based on the number of days employed from the beginning of the applicable performance cycle through the date of such Participant’s retirement, instead of any unvested shares being forfeited upon retirement.