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Computer Associates - Chief Compliance Officer - Employment Agreement
Exhibit 10.52
EMPLOYMENT AGREEMENT
This Agreement is entered into by and between Computer Associates International, Inc. (the " Company" ) and Pat Gnazzo (the " Employee" ) as of January ___, 2005 (the " Effective Date" ).
1. Employment, Duties, Authority and Work Standards . The Company hereby agrees to employ the Employee as Senior Vice President of Business Practices and Chief Compliance Officer (" CCO" ) and the Employee hereby accepts such positions and agrees to serve the Company in such capacities during the Employment Period (as defined below). The Employee shall report directly to the Company' s General Counsel and the Audit Committee of the Company' s Board of Directors (the " Board" ). The Employee' s duties, responsibilities and authority shall be such duties, responsibilities and authority as are consistent with the above job titles and such other duties, responsibilities and authority as the General Counsel or Audit Committee shall from time to time specify. The Employee will (a) serve the Company (and such of its subsidiary companies as the Company may designate) faithfully, diligently and to the best of the Employee' s ability under the direction of the General Counsel and the Audit Committee, (b) devote his full working time and best efforts, attention and energy to the performance of his duties to the Company and (c) not do anything inconsistent with his duties to the Company.
2. Laws; Other Agreements . The Employee represents that his employment hereunder will not violate any law or duty by which he is bound, and will not conflict with or violate any agreement or instrument to which the Employee is a party or by which he is bound.
3. Sign-On Bonus . The Company shall pay the Employee a lump sum cash payment equal to $50,000 (the " Sign-On Bonus" ). The Company shall pay the Sign-On Bonus no later than the first scheduled payroll date after the first 30 days of the Employment Period. Notwithstanding the foregoing, in the event that the Employee resigns within the first six months of the Employment Period or is terminated for Cause at any time during the Employment Period, the Employee shall be obligated to immediately repay to the Company the Sign-On Bonus.
4. Compensation .
(a) In consideration of services that the Employee will render to the Company, the Company agrees to pay the Employee, during the Employment Period, the sum of $300,000 per annum (less applicable withholdings) (the " Base Salary" ), payable semi-monthly concurrent with the Company' s normal payroll cycle.
(b) In addition to the Base Salary, during the Employment Period, the Employee shall have an opportunity to earn an annual cash bonus (" Annual Bonus" ) under the Company' s Annual Performance Bonus program in accordance with Section 4.4 of the Incentive Plan; provided that, with respect to the fiscal year ending March 31, 2005, (i) the Employee' s Annual Performance Bonus target shall equal $150,000 and (ii) the Employee' s Annual Bonus shall be at least equal to $100,000 regardless of whether the performance objectives for such fiscal year are achieved, provided that he remains employed through the payment date of such Annual Bonus. Capitalized terms used in this paragraph and not defined are used as defined in the Incentive Plan.
(c) Effective as of the Effective Date, the Employee shall be granted stock options to purchase 25,000 shares of the Company' s common stock (" Common Stock" ), at an exercise price per share equal to the fair market value of a share of Common Stock (determined in accordance with the Company' s 2002 Incentive Plan, as amended (the " Incentive Plan" )) on the date of grant, pursuant and subject to the terms and conditions set forth in the Incentive Plan and the option grant agreement provided to the Employee. Such option grant agreement shall provide that the options shall become exercisable in three (3) equal annual installments commencing on the first anniversary of the grant date, provided the Employee remains employed through such anniversary; and
(d) As soon as practicable after the Effective Date, the Company shall recommend to the Compensation and Human Resource Committee of the Board that, pursuant to the Incentive Plan, the Employee will be granted an award of 10,000 restricted shares (" Restricted Stock" ) of Common Stock, subject to restrictions on transferability as set forth in the Incentive Plan and the
Restricted Stock grant agreement provided to the Employee. Such Restricted Stock grant agreement shall provide that the restrictions applicable to the Restricted Stock shall lapse in three (3) equal annual installments commencing on the first anniversary of the date of grant, provided the Employee remains employed through such anniversary.
(e) During the Employment Period, the Employee shall also be eligible to receive long-term cash and/or equity incentive awards on a basis that is commensurate with the Employee' s position with the Company, in the Company' s discretion.
5. Benefits and Perquisites. During the term of the Employee' s employment, the Employee shall be eligible to participate in all pension, welfare and benefit plans and perquisites generally made available to other senior employees of the Company.
In addition, during the first eighteen (18) months following the Effective Date, the Company will provide the Employee, at the Employee' s election, with assistance to relocate from his current home to the Long Island, NY area in accordance with the Company' s then-effective relocation policy. In addition, in accordance with the terms and conditions of such relocation policy, the Company will provide the Employee with reasonable living accommodations in the Long Island, NY area for the first six (6) months of the Employment Period, provided that such period may be extended by mutual agreement of the parties.
6. Termination; Termination Payments.
(a) Unless the Employee' s employment shall sooner terminate for any reason pursuant to paragraph 7 of this Agreement, the " Employment Period" shall commence on the Effective Date and shall terminate on the third anniversary of the Effective Date.
(b) In the event that the Employee' s employment is terminated during the Employment Period for any reason other than (i) by the Company for Cause (as defined in Appendix A), (ii) by the Employee for any reason (including pursuant to paragraph 6(c) of this Agreement) or (iii) as a result of the Employee' s death or disability (within the meaning of the Company' s long-term disability program then in effect), subject to the Employee' s execution and delivery of a valid and effective release and waiver in a form satisfactory to the Company, the Employee shall be entitled to his Base Salary, payable in installments on the Company' s regular payroll dates, for the period beginning on the Termination Date and ending on the later of (A) the third anniversary of the Effective Date or (B) the first anniversary of such Termination Date.
(c) In the event that the Employee' s employment is terminated during the Employment Period by the Employee for " Good Reason," subject to the Employee' s execution and delivery of a valid and effective release and waiver in a form satisfactory to the Company, the Employee shall be entitled to his Base Salary, payable in installments on the Company' s regular payroll dates, for the period beginning on the Termination Date and ending on the first anniversary of such Termination Date. The Employee shall have " Good Reason" if the Company causes the Employee to violate his ethical or professional obligations in connection with his duties and responsibilities to establish a comprehensive compliance and ethics program pursuant to his employment hereunder. In the event that the Employee and the Company disagree whether Good Reason exists, a final determination shall be made by a qualified third party, mutually agreed upon by the Employee and the Company. If the parties cannot agree on an acceptable third party, the determination shall be made by a panel of three independent persons, one appointed by Company, one appointed by Employee, and the third appointed by the other two persons. Reasonable fees for such person or persons shall be borne equally by the Employee and the Company.
Notwithstanding the foregoing, a termination shall not be treated as a termination for Good Reason (i) if the Employee shall have consented to the event which Employee claims gives rise to a termination for Good Reason or (ii) unless the Employee shall have delivered a written notice to the Board within 30 days of his having knowledge of the occurrence of such event stating that he intends to terminate his employment for Good Reason and specifying the basis for such termination, and such event shall not have been cured within 90 days after receipt of such notice.
(d) Notwithstanding anything herein to the contrary, upon the termination of the Employee' s employment for any reason, the rights of the Employee with respect to any shares of restricted stock or options to purchase Common Stock held by the Employee which, as of the Termination Date, have not been forfeited shall be subject to the applicable rules of the plan or agreement under which such restricted stock or options were granted as they exist from time to
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time. In addition, upon the termination of the Employee' s employment for any reason, the Company shall pay to the Employee his Base Salary through the Termination Date, plus any unused vacation time accrued through the Termi...
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