United States Securities and Exchange Commission Washington, D.C
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: January 21, 2014 (Date of earliest event reported) CA, Inc. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 1-9247 13-2857434 (Commission File Number) (IRS Employer Identification No.) One CA Plaza Islandia, New York 11749 (Address of principal executive offices) (Zip Code) (800) 225-5224 (Registrant’s telephone number, including area code) Not applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 21, 2014, CA, Inc. issued a press release announcing that, effective immediately, Adam Elster, the Company’s Executive Vice President, Mainframe and Customer Success, would succeed George J. Fischer as the Company’s Executive Vice President and Group Executive, Worldwide Sales and Services. A copy of the press release is attached as Exhibit 99.1 hereto. Effective on January 21, 2014, Mr. Elster’s compensation was adjusted to reflect the change in his responsibilities. A description of the changes is attached as Exhibit 10.1 hereto. Also effective on January 21, 2014, the Schedules to the Company’s Change in Control Severance Policy were amended in connection with the executive transition described above. A copy of the amendment is attached as Exhibit 10.2 hereto. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Description 10.1* Letter dated January 21, 2014 from the Company to Adam Elster regarding terms of employment. 10.2* Schedules A, B, and C (as amended effective January 21, 2014) to CA, Inc. Change in Control Severance Policy. 99.1 Press release, dated January 21, 2014, issued by CA, Inc. announcing that, effective immediately, Adam Elster, the Company’s Executive Vice President, Mainframe and Customer Success, would succeed George J. Fischer as the Company’s Executive Vice President and Group Executive, Worldwide Sales and Services. * Management contract or compensatory plan or arrangement. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CA, INC. Date: January 21, 2014 By: /s/ C.H.R. DuPree C.H.R. DuPree Senior Vice President, Chief Governance Counsel, and Corporate Secretary Exhibit Index Exhibit Description 10.1* Letter dated January 21, 2014 from the Company to Adam Elster regarding terms of employment. 10.2* Schedules A, B, and C (as amended effective January 21, 2014) to CA, Inc. Change in Control Severance Policy. 99.1 Press release, dated January 21, 2014, issued by CA, Inc. announcing that, effective immediately, Adam Elster, the Company’s Executive Vice President, Mainframe and Customer Success, would succeed George J. Fischer as the Company’s Executive Vice President and Group Executive, Worldwide Sales and Services. * Management contract or compensatory plan or arrangement. Exhibit 10.1 January 21, 2014 Adam Elster [ADDRESS] Dear Adam: Congratulations! CA Technologies (“CA”) is pleased to offer you the position of Executive Vice President and Group Executive, Worldwide Sales and Services at our Manhattan office. Your new role is effective January 21, 2014 (the “Start Date”) and you will continue to report to the Company’s Chief Executive Officer (“CEO”). Effective on the Start Date, your compensation will comprise three main components: (1) an annual base salary of USD $700,000 paid semi-monthly (or otherwise in accordance with our general U.S. payroll practices); (2) an annual performance cash award target of USD $700,000, which will be prorated based on CA’s executive compensation plan rules; and (3) a long-term performance equity target of USD $2,600,000, which will be prorated based on CA’s executive compensation plan rules. Your eligibility to receive the annual performance cash award and long-term performance equity award will be subject to the terms and conditions of the Company’s Executive Compensation Plan which is set by the Compensation and Human Resources Committee of the Company’s Board of Directors. In accordance with CA’s policy, your employment will continue to be at-will, which means that either you or the Company may terminate your employment at any time for any reason. Upon termination of your employment for any such reason whatsoever, the Company shall have no further obligations to you other than those set forth in this offer letter. The effective date of your employment termination will be referred to herein as the “Termination Date.” In the event that you terminate your employment for Good Reason (as defined in Appendix A) or the Company terminates your employment without Cause (as defined in Appendix A), other than as a result of your death or disability (within the meaning of the Company’s long-term disability program then in effect), subject to your execution, delivery and non-revocation, within fifty-five (55) days following the Termination Date, of a valid and effective release and waiver in a form satisfactory to the Company, the Company will pay you (i) in the event of such termination occurring on or before January 21, 2017, a lump sum cash amount equal to 1x your annual base salary in effect on your Termination Date, or (ii) in the event of such termination occurring on or after January 22, 2017 and before January 21, 2018, 75% of your annual base salary in effect on your Termination Date, in each case, such lump sum payment to be made no later than the sixtieth (60th) day (or the next following business day if the sixtieth (60th) day is not a business day) following the Termination Date. Additionally, you will be eligible to receive a portion of any outstanding annual performance cash incentive award provided that such payment (i) shall be made only after the end of the applicable performance cycle, (ii) shall be based upon the actual performance of the Company achieved as determined in the sole discretion of the Company (provided, however, that negative discretion shall only be applied if, and to the extent, it is applied generally to executive vice presidents) and (iii) shall be pro-rated for the portion of the performance cycle that you have completed through the Termination Date. The terms relating to the treatment of the annual performance cash incentive award shall not be construed to accelerate the vesting of any long-term performance award including any one-year and three-year performance share award. Except as expressly provided herein upon termination of your employment for any reason, your rights with respect to any shares of restricted stock or options to purchase shares of CA, Inc. common stock held by you as of the Termination Date, shall be subject to the applicable rules of the CA, Inc. Incentive Plan (or successor plan) (the “Incentive Plan”) or award agreement under which such restricted stock or options were granted. Unless otherwise indicated in your award agreement, in accordance with the terms of the Incentive Plan you will have the lesser of ninety (90) days from the Termination Date or until the expiration date to exercise any vested but unexercised options as of the Termination Date. In addition, upon the termination of your employment for any reason, the Company shall pay to you your Base Salary through the Termination Date. 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 shall be payable in accordance with such employee benefit plan, policy, practice or program as the case may be, provided that you shall not be entitled to receive any other payments or benefits in the nature of severance or termination pay. You shall continue to participate in all retirement, welfare, benefit plans and receive perquisites generally made available to senior employees of the Company. Effective on the Start Date, your level of participation in the Change in Control Severance Policy will change (the “CIC Severance Policy”) from a Schedule B participant to a Schedule A participant corresponding to your new role and you will continue not be eligible for benefits provided pursuant to Section 4(g) of the CIC Severance Policy relating to any Excise Tax Gross-Up. Any payments and benefits provided to you pursuant to the CIC Severance Policy will reduce (but not below zero) the corresponding payment or benefit provided under this offer letter. It is the intent of this provision to pay or to provide you with the greater of the two payments or benefits but not to duplicate them. Congratulations on your appointment to EVP and Group Executive, Worldwide Sales and Services.