Exhibit 99(c)(1) -------------------------------------------------------------- ------------------ AGREEMENT AND PLAN OF MERGER Dated as of March 29, 1999Agreement and Plan of Merger • April 2nd, 1999 • Computer Associates International Inc • Services-prepackaged software • Delaware
AmongAgreement and Plan of Merger • February 22nd, 2000 • Computer Associates International Inc • Services-prepackaged software • Delaware
Exhibit 2 THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939. THIS DEBENTURE MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE...Computer Associates International Inc • June 4th, 1999 • Services-prepackaged software • New York
CONFORMED COPY [Computer Associates Logo] COMPUTER ASSOCIATES INTERNATIONAL, INC. $1,300,000,000 AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT dated as of May 24, 2000 BANK OF AMERICA, N.A.Credit Agreement • June 9th, 2000 • Computer Associates International Inc • Services-prepackaged software • New York
EXHIBIT 10.2 April 3, 2002 To: Computer Associates International, Inc. Address: One Computer Associates Plaza Islandia, NY 11749 Telephone: 631-342-2860 Facsimile: 631-342-5224 From: Bank of America, N.A. c/o Banc of America Securities LLC Equity...Computer Associates International Inc • December 13th, 2002 • Services-prepackaged software • New York
INDENTURE Dated as of March 18, 2002 5% Convertible Senior Notes due 2007Computer Associates International Inc • September 13th, 2002 • Services-prepackaged software • New York
ARTICLE I STOCK OPTIONAgreement • February 9th, 1999 • Computer Associates International Inc • Services-prepackaged software • New York
SILVERSMITH ACQUISITION CORP.Joint Filing Agreement • April 12th, 2000 • Computer Associates International Inc • Services-prepackaged software
This Agreement may be executed counterparts and each of such counterparts taken together shall constitute one and the same instrument.
EXHIBIT 4.2Registration Rights Agreement • September 13th, 2002 • Computer Associates International Inc • Services-prepackaged software • New York
1,500,000,000 364-DAY CREDIT AGREEMENTCredit Agreement • June 15th, 1999 • Computer Associates International Inc • Services-prepackaged software • New York
Representations and Warranties 27 Section 4.1 Organization of Credit Parties 27 Section 4.2 Authorization of Credit Documents 28 Section 4.3 Government Approvals 28 Section 4.4 No Conflicts 28 Section 4.5 Enforceability 28Credit Agreement • July 31st, 1997 • Computer Associates International Inc • Services-prepackaged software • New York
ARTICLE I STOCK OPTIONAgreement • April 2nd, 1999 • Computer Associates International Inc • Services-prepackaged software • New York
FORM OF AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENTControl Severance Agreement • February 22nd, 2000 • Computer Associates International Inc • Services-prepackaged software • Delaware
CA, INC. $400,000,000 3.600% Senior Notes due 2020 UNDERWRITING AGREEMENTUnderwriting Agreement • August 4th, 2015 • Ca, Inc. • Services-prepackaged software • New York
CA, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), acting severally and not jointly, for whom J.P. Morgan Securities LLC (“J.P. Morgan”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) are acting as representatives (the “Representatives”), $400,000,000 principal amount of the Company’s 3.600% Senior Notes due 2020 (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of June 1, 2008 (the “Base Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”). Certain terms of the Securities will be established pursuant to an Officers’ Certificate delivered pursuant to the Base Indenture (together with the Base Indenture, the “Indenture”).
FIRST AMENDMENTFirst Amendment • February 7th, 2001 • Computer Associates International Inc • Services-prepackaged software • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of June 29, 1999 (the "Second Supplemental Indenture"), among PLATINUM technology International, inc. (formerly PLATINUM technology, inc.), a Delaware corporation (the "Company"), PLATINUM technology Operating,...Second Supplemental Indenture • August 6th, 1999 • Computer Associates International Inc • Services-prepackaged software • New York
AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • March 13th, 2000 • Computer Associates International Inc • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER by and among BROADCOM INC., COLLIE ACQUISITION CORP. and CA, INC. dated as of July 11, 2018Agreement and Plan of Merger • July 12th, 2018 • Ca, Inc. • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 11, 2018, is by and among Broadcom Inc., a Delaware corporation (“Parent”), Collie Acquisition Corp., a Delaware corporation and a wholly owned direct or indirect subsidiary of Parent (“Merger Sub”), and CA, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Article I or as otherwise defined elsewhere in this Agreement, unless the context clearly provides otherwise. Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively, as the “Parties.”
STOCKHOLDER PROTECTION RIGHTS AGREEMENT dated as of November 30, 2015 between CA, INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights AgentStockholder Protection Rights Agreement • December 1st, 2015 • Ca, Inc. • Services-prepackaged software • New York
STOCKHOLDER PROTECTION RIGHTS AGREEMENT (as amended from time to time, this “Agreement”), dated as of November 30, 2015, between CA, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).
ARTICLE I TENDER OFFERAgreement • February 22nd, 2000 • Computer Associates International Inc • Services-prepackaged software • Delaware
Exhibit 99(c)(5) CONSULTING AND NON-COMPETE AGREEMENT, dated as of March 29, 1999 (the "AGREEMENT"), by and between PLATINUM TECHNOLOGY International, INC., a Delaware corporation (the "COMPANY"), and Michael P. Cullinane (the "CONSULTANT")....Consulting and Non-Compete Agreement • April 2nd, 1999 • Computer Associates International Inc • Services-prepackaged software • New York
CA, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • November 13th, 2009 • Ca, Inc. • Services-prepackaged software • New York
Banc of America Securities LLC J.P. Morgan Securities Inc. As Representatives of the several Underwriters listed in Schedule I hereto
SUPPORT AGREEMENTSupport Agreement • June 8th, 2015 • Ca, Inc. • Services-prepackaged software • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of May 27, 2015, is by and among CA, Inc., a Delaware corporation (“Parent”), Grand Prix Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and [ ] (the “Stockholder”).
September 8, 1997 Hambrecht & Quist, LLC Lazard Freres & Co., LLC as Representative of the several Underwriters to be named in the within-mentioned Underwriting Agreement c/o Hambrecht & Quist, LLC One Bush Street San Francisco, California 94104...Computer Associates International Inc • September 18th, 1997 • Services-prepackaged software
CA, Inc. and U.S. Bank National Association, as TrusteeIndenture • June 12th, 2008 • Ca, Inc. • Services-prepackaged software • New York
Indenture dated as of June 1, 2008 between CA, Inc., a corporation duly incorporated and existing under the laws of Delaware and having its principal executive office at One CA Plaza, Islandia, New York 11749 (the “Company”), and U.S. Bank National Association, as Trustee (the “Trustee”).
EXHIBIT 10.51 1.01 PREAMBLE By the execution of this Adoption Agreement the Plan Sponsor hereby (complete a. or b.) a. [ ] adopts a new plan as of __ ____________ [month, day, year] b. [X] amends and restates its existing plan as of April 1, 2006...Ca, Inc. • July 31st, 2006 • Services-prepackaged software • New York
AMENDED AND RESTATED TERM LOAN AGREEMENTAssignment and Assumption • May 9th, 2018 • Ca, Inc. • Services-prepackaged software • New York
PRELIMINARY STATEMENT. The Borrower, the lenders parties thereto and Bank of America, as administrative agent, are parties to a $300,000,000 Term Loan Agreement, dated as of October 20, 2015 (the “Existing Credit Agreement”). Subject to the satisfaction of the conditions set forth in Section 3.01, the Borrower, the parties hereto and Bank of America, as Agent, desire to amend and restate the Existing Credit Agreement as herein set forth.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 23rd, 2009 • Ca, Inc. • Services-prepackaged software • New York
This Amended and Restated Employment Agreement, dated as of September 30, 2009, (the “Effective Date”) amends and restates the original Agreement entered into by and between CA, Inc. (the “Company”) and Nancy E. Cooper (the “Employee”) as of August 1, 2006, and effective on August 15, 2006 as previously amended and restated on December 12, 2008 .
COMPUTER ASSOCIATES INTERNATIONAL, INC. as Issuer AND STATE STREET BANK AND TRUST COMPANY as Trustee Indenture Dated as of December 11, 2002 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECURITY FORMS ASSIGNMENT FORM THE SECURITIES...Computer Associates International Inc • January 22nd, 2003 • Services-prepackaged software • New York
INDENTURE, dated as of December 11, 2002, between COMPUTER ASSOCIATES INTERNATIONAL, INC., a corporation duly organized and existing under the laws of the State of Delaware, as Issuer (herein called the "Company"), having its principal office at One Computer Associates Plaza, Islandia, New York 11749, and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company, as Trustee (herein called the "Trustee").
ACQUISITION AGREEMENT BY AND AMONG CA, INC. GRAND PRIX ACQUISITION CORP. AND RALLY SOFTWARE DEVELOPMENT CORP. May 27, 2015Acquisition Agreement • May 28th, 2015 • Ca, Inc. • Services-prepackaged software • Delaware
THIS ACQUISITION AGREEMENT (this “Agreement”) is made and entered into as of May 27, 2015 by and among CA, Inc., a Delaware corporation (“Parent”), Grand Prix Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Rally Software Development Corp., a Delaware corporation (the “Company”). All capitalized terms that are used in this Agreement but not defined herein shall have the respective meanings ascribed thereto in Annex A.
CA, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • May 11th, 2012 • Ca, Inc. • Services-prepackaged software • New York
THIS AGREEMENT, including without limitation Appendix A hereto, (this “Agreement”) dated as of the date set forth above and entered into by and between CA, Inc., a Delaware corporation (the “Company”) and the above-referenced Participant, provides for the grant of the number of restricted shares under the CA, Inc. 2011 Incentive Plan (the “Plan”). This Agreement incorporates by reference the terms of the Plan, and is subject to the terms of the Plan. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan will control. Except as otherwise provided in this Agreement, capitalized terms in this Agreement will have the meanings specified in the Plan.
CA, INC. EXECUTIVE RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • May 9th, 2018 • Ca, Inc. • Services-prepackaged software • New York
THIS AGREEMENT, including, without limitation, Appendix A hereto, (this "Agreement") dated as of the date set forth above and entered into by and between CA, Inc., a Delaware corporation (the "Company") and the above-referenced Participant, provides for the grant of the number of shares of Restricted Stock under the CA, Inc. 2011 Incentive Plan (the "Plan") as set forth above. This Agreement incorporates by reference the terms of the Plan, and is subject to the terms of the Plan. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan will control. Except as otherwise provided in this Agreement, capitalized terms in this Agreement will have the meanings specified in the Plan.
STOCKHOLDER PROTECTION RIGHTS AGREEMENT dated as of November 5, 2009 between CA, INC. and MELLON INVESTOR SERVICES LLC, as Rights AgentStockholder Protection Rights Agreement • November 5th, 2009 • Ca, Inc. • Services-prepackaged software • Delaware
STOCKHOLDER PROTECTION RIGHTS AGREEMENT (as amended from time to time, this “Agreement”), dated as of November 5, 2009, between CA, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).
CA, INC. NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • July 24th, 2014 • Ca, Inc. • Services-prepackaged software • New York
THIS AGREEMENT, including without limitation Appendix A hereto, (this "Agreement"), dated as of the date set forth above and entered into by and between CA, Inc., a Delaware corporation (the "Company") and the above-referenced Optionee, provides for the grant of a nonqualified stock option under the CA, Inc. 2011 Incentive Plan (the "Plan"). This Agreement incorporates by reference the terms of the Plan, and is subject to the terms of the Plan. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan will control. Except as otherwise provided in this Agreement, capitalized terms in this Agreement will have the meanings specified in the Plan. A copy of the Plan or related Prospectus may be obtained at no cost by contacting the HR Service Center at 1−866−514−4772 or opening an issue via the web at http://caportal.ca.com (via Employee Self-Service – ESS). If you are located outside of North America, please contact your local Human R
STOCKHOLDER PROTECTION RIGHTS AGREEMENT dated as of October 16, 2006 between CA, INC. and MELLON INVESTOR SERVICES LLC, as Rights AgentStockholder Protection Rights Agreement • October 16th, 2006 • Ca, Inc. • Services-prepackaged software • New York
STOCKHOLDER PROTECTION RIGHTS AGREEMENT (as amended from time to time, this “Agreement”), dated as of October 16, 2006, between CA, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).
