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[February 14, 2014]
CA, INC. FILES (8-K) Disclosing Change in Directors or Principal Officers
(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As of February 14, 2014, CA, Inc. (the "Company") and George J. Fischer ("Executive") entered into a Separation Agreement and General Claims Release (the "Agreement") that includes the terms briefly described below.
The Company will continue to employ Mr. Fischer until June 30, 2014 (the "Termination Date").
The Company will pay Mr. Fischer full pay and benefits through the Termination Date in order to ensure an orderly transition of Mr. Fischer's former role as Executive Vice President and Group Executive, Worldwide Sales and Services of the Company, which ceased on January 21, 2014. Mr. Fischer's annual salary rate is $700,000.
The Company will pay Mr. Fischer's fiscal year 2014 annual performance cash bonus in accordance with the terms of the award, based on actual Company performance. Mr. Fischer's target award is $700,000.
The Company will pay Mr. Fischer's fiscal year 2012-2014, 2013-2015 and 2014-2016 three-year performance share awards in accordance with their terms, based on actual Company performance, on a pro-rata basis through the Termination Date. Mr. Fischer's target awards are 66,115, 62,757 and 58,710 shares of Company Common Stock, respectively.
The Company will provide third-party outplacement services to Mr. Fischer.
The Company will continue Mr. Fischer's participation in the Company's executive financial counseling services program until May 31, 2015.
Mr. Fischer agrees to maintain the confidentiality of the Company's confidential information and otherwise comply with the terms and conditions of prior employment-related agreements with the Company.
Mr. Fischer agrees generally not to act in a sales- or strategy- related executive or other senior position with specified entities until March 31, 2015.
The Company will pay Mr. Fischer $200,000 on or about July 15, 2014 as consideration for this restrictive covenant.
Mr. Fischer generally releases the Company against claims, with certain regulatory exceptions.
If Mr. Fischer complies with the terms of the Agreement and executes a second release on or about July 1, 2014, the Company will pay Mr. Fischer $500,000.
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