CA Agrees to Settle Compensation Litigation

SAN FRANCISCO (04/03/2000) - Computer Associates International Inc. has said it will settle litigation filed against the company by shareholders over alleged excessive compensation packages awarded to top CA executives.

The CA executives will return 4.5 million shares of CA stock to the company, worth about US$260 million, the software vendor said in a statement issued late Friday.

In November of last year, Delaware Chancery Court Vice Chancellor Myron Steele ruled that the CA executives should return 9.5 million shares, valued at approximately $550 million. The total compensation package was 20.25 million shares, worth about $1.1 billion. At that time, CA said it would appeal the judge's decision. [See "CA to Appeal Judge's Ruling on US$550M Payback," Nov.

10, 1999.]

The settlement, subject to approval by the Delaware Court of Chancery, will lead to the dismissal of several shareholder lawsuits filed against the software vendor.

The lawsuit was filed against CA's board of directors by shareholders protesting awards, made to Charles Wang, company chairman and chief executive officer, Sanjay Kumar, CA's president and chief operating officer, and Russell Artzt, company co-founder and executive vice president of research and development, in June 1998.

CA had said the compensation packages were awarded to the executives as a reward for a $17.4 billion increase in the company's financial performance.

CA, in Islandia, New York, can be reached at +1-516-324-5224, or at http://www.cai.com/.

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