February 29, 2008 John A. Swainson [Address], [Address] Re: Amendment to Employment Agreement Dear John:
[EXHIBIT 99.2]
February 29, 2008
Xxxx X. Xxxxxxxx
[Address],
[Address]
[Address],
[Address]
Re: Amendment to Employment Agreement
Dear Xxxx:
This agreement (referred to herein as “Amendment”) amends your Employment
Agreement dated November 22, 2004, as previously amended on August 24, 2005 (as
amended, the “Employment Agreement”) with CA, Inc., a Delaware corporation (the
“Company”). In accordance with the provisions of Section 13(g) “Amendments and Waivers” of the
Employment Agreement, this Amendment amends your Employment Agreement as follows:
1. Your Position
You agree that Section 1(a) “Position” of the Employment Agreement is hereby amended such
that, effective on the date hereof, you will cease to be President of the Company and will continue
to serve the Company only in the position of Chief Executive Officer of the Company. You will
remain a member of the Board.
2. Good Reason
You agree that your relinquishing the title of President and any reduction in your authority,
responsibilities and reporting relationships occurring now or in the future by reason of this
change in your title and position shall not constitute “Good Reason” under Section 5(c)(1)
“Termination by You for Good Reason” of the Employment Agreement, so long as you remain the Chief
Executive Officer of the Company.
3. Effects on Other Agreements; Entire Agreement
You agree that from and after the date hereof, Section 10 of the Employment Agreement “Effects
on Other Agreements; Entire Agreement” will be deemed to refer to the Employment Agreement and this
Amendment.
4. Employment Agreement Governs
You agree that this Amendment will be governed by and subject to all the terms set forth in
the Employment Agreement as if it were part of the Agreement. Capitalized terms used herein but not
defined shall have the meaning ascribed to them in the Employment Agreement. Except as modified
herein, all of the terms of your Employment Agreement remain in full force and effect.
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This Amendment may be executed in counterparts, each of which will constitute an original and
all of which, when taken together, will constitute one amendment. However, this Amendment will not
be effective until the date both parties have executed it.
Very truly yours, | ||||||||
CA, Inc. | ||||||||
By: | /s/Xxxxxx Xxxxxxx | |||||||
Title: | Executive Vice President, | |||||||
Worldwide Human Resources | ||||||||
Accepted and agreed to: |
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/s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx |
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February 29, 2008 |
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