0000356028-13-000195 Sample Contracts

CA, INC. 2011 INCENTIVE PLAN NONQUALIFIED STOCK OPTION AWARD AGREEMENT
Nonqualified Stock Option Award Agreement • October 25th, 2013 • 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 Participant’s offer of employment dated [insert] (“Offer of Employment”). 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.

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CA, INC. RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • October 25th, 2013 • Ca, Inc. • Services-prepackaged software • New York

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 restricted stock units under the CA, Inc. 2011 Incentive Plan (the “Plan”). This Agreement incorporates by reference the terms of the Plan, Participant’s offer of employment dated [insert] (“Offer of Employment”) 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, except as expressly provided herein, 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).

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