CA, Inc. Restricted Stock Award Agreement
Exhibit 10.3
Grant Number
Total Number of Shares Underlying Restricted
Stock Award
Grant Date
Total Number of Shares Underlying Restricted
Stock Award
Grant Date
This Agreement confirms the grant under the CA, Inc. 2007 Incentive Plan (the “Plan”) to the
above-named participant of the number of Restricted Stock set forth above. This Agreement merely
evidences such grant, and does not constitute property of any nature or type or confer any
additional rights. This grant is subject in all respects to the applicable terms of the Plan.
This Agreement incorporates by reference the terms of the Plan [(including without limitation,
Section 7.5 of the Plan, such that the participant may be subject to the forfeiture of the
unvested portion of this Restricted Stock award and must return any vested shares already
delivered pursuant to this Agreement in certain circumstances described in that Section),] and is
subject to the provisions thereof. A copy of the Plan (or related Prospectus delivered to you
with this Agreement) may be obtained at no cost by contacting the HR Service Center at
▇-▇▇▇-▇▇▇-▇▇▇▇ or opening an issue via the web at ▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇.▇▇▇ (via Employee
Self-Service — ESS). If you are located outside of North America, please contact your local
Human Resources Representative.
This Restricted Stock award will vest [INSERT VESTING SCHEDULE] on [INSERT VESTING DATE(S)].
Shares of Restricted Stock that are included in this award may not be transferred by the
participant prior to vesting and shall be forfeited by the participant upon the participant’s
Termination of Employment, as defined in the Plan, prior to vesting for any reason other than
death or Disability, as defined in the Plan. All shares of Restricted Stock will immediately vest
upon a Change in Control.
If the participant has an employment agreement with CA, Inc. which contains different or
additional provisions relating to vesting of restricted stock awards, or otherwise conflicts with
the terms of this Restricted Stock Award Agreement, the provisions of the employment agreement
shall govern and be incorporated herein by reference.
Where required pursuant to the terms of the Plan, the Company will satisfy any federal income tax
withholding obligations that arise in connection with the vesting of the Restricted Stock (or in
connection with an election by the participant under section 83(b) of the Internal Revenue Code,
1986, as amended, with respect to the Restricted Stock, if applicable) by withholding shares of
Common Stock that would otherwise be available for delivery upon the vesting of this award having
a Fair Market Value, as defined in the Plan, on the date the shares of Restricted Stock first
become taxable equal to the minimum statutory withholding obligation or such other withholding
obligation as required by applicable law with respect to such taxable shares. In other cases, as
a condition to the delivery of Shares or the lapse of restrictions
related to this Restricted
Stock Award, or in connection with any other event that gives rise to a tax withholding
obligation, the Company (i) may deduct or withhold from any payment or distribution to the
Participant (whether or not pursuant to the Plan), (ii) will be entitled to require that the
Participant remit cash to the Company (through payroll deduction or
otherwise) or (iii) may enter into any other suitable arrangements to withhold, in each case, in
an amount sufficient to satisfy such withholding obligation.
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