Computer Associates 2006 Annual Report Download - page 95

end of its term, Mr. Swainson will (i) receive a severance payment equal to one year’s salary, (ii) receive a lump-sum
payment equal to 12 months’ COBRA continuation coverage and (iii) have accelerated vesting of his outstanding
equity awards that would have vested, absent termination of employment, during the 12-month period following
termination. Mr. Swainson is subject to standard non-compete and non-solicitation covenants during, and for the
twelve-month period following, his employment with the Company. Mr. Swainson has been added as a
“Schedule A” participant in the Company’s Change in Control Severance Policy; as such, he would be entitled
to a severance payment equal to 2.99 times his salary and bonus, and to certain other benefits, in the event of a
termination without “cause” or for “good reason” (as those terms are defined in such Policy) following a change in
control of the Company.
The Company will also indemnify and hold Mr. Swainson harmless for acts and omissions in connection with
Mr. Swainson’s employment to the maximum extent permitted under applicable law.
Jeff Clarke (Former Executive Vice President and Chief Operating Officer)
Jeff Clarke was named Chief Operating Officer of the Company on April 23, 2004. Mr. Clarke’s original agreement
was effective from April 23, 2004 until March 31, 2006. A new agreement was executed and became effective as of
April 1, 2006. On April 17, 2006, Mr. Clarke resigned and his last day of employment with the Company was
April 30, 2006.
Mr. Clarke’s annual base salary for fiscal year 2006 was $750,000. In connection with his hire, Mr. Clarke also
received a signing bonus of $150,000. Pursuant to Mr. Clarke’s new employment agreement, he would have also
been entitled to a bonus of up to $750,000 if he had remained employed through March 31, 2008 or to a portion of
this bonus if his employment had been terminated other than for cause after March 31, 2007 (but before March 31,
2008). His new employment agreement also provided for payment of $4,500,000 upon a termination other than for
cause, a resignation for good reason, death or disability. Mr. Clarke did not receive any portion of the $750,000
bonus or any severance in connection with his resignation from the Company. He only received a payout for his
accrued and unused vacation of approximately $31,731 in accordance with the Company’s policy.
The Company will continue to indemnify and hold Mr. Clarke harmless for acts and omissions in connection with
his employment to the maximum extent permitted under applicable law.
Michael Christenson (Executive Vice President and Current Chief Operating Officer)
On June 27, 2006, the Company entered into an amended and restated employment agreement with Mr. Christenson,
which amended and restated his original employment agreement which was effective as of February 14, 2005. Under
the amended agreement, in addition to being an Executive Vice President, Mr. Christenson was designated as the Chief
Operating Officer of the Company, succeeding Mr. Clarke. The term of the amended agreement covers
Mr. Christenson’s employment through February 13, 2007, unless terminated earlier in accordance with the
agreement.
Pursuant to the agreement currently in place, Mr. Christenson’s annual base salary is $650,000. With respect to the
fiscal year ending March 31, 2007, Mr. Christenson is also eligible to receive a target annual cash bonus of $650,000,
subject to the terms and conditions of the Company’s Annual Performance Bonus program. Mr. Christenson is also
eligible to receive a target long-term bonus of $2,500,000 for the performance period commencing on April 1, 2006
subject to the terms of the Long-Term Performance Bonus program.
If Mr. Christenson resigns for “good reason”, is terminated by the Company other than for “cause”, other than on
account of death or “disability” (all as defined in the amended agreement), subject to Mr. Christenson’s execution
and delivery of a release and waiver, the Company will pay him 12 months of base salary and a pro-rated portion of
his target amount under the Annual Performance Bonus program.
Severance Arrangements
Mr. Corgan’s last day of employment was June 30, 2006 and, in exchange for executing a general release of claims
against the Company, he received severance equal to one times his annual salary, payment for his accrued and
unused vacation (of approximately $35,962) and a COBRA assistance payment of $12,000 (intended to assist with
the payment of premiums for continued health coverage), consistent with the Company’s standard policy.
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