Thread regarding CA Technologies (CA Inc.) layoffs

Any idea what happens to unvested Stock Awards for people who were asked to go? I checked my Fidelity Netbenefits and all my unvested Stock Awards are canceled.

I was specifically told at the time of exit that my stock options would vest. Is that incorrect

Agreed, and know attention to detale...

LOL

Keep in mind that options and RSUs are not the same thing.

There's a lack of reading comprehension in this whole company.

There seems to be a lack of reading comprehension in this thread:

"within a 2-year period following such Change in Control, any outstanding Award then held by such Participant which is unexercisable or otherwise unvested or subject to lapse restrictions will automatically be deemed exercisable or otherwise vested or no longer subject to lapse restrictions, as the case may be, as of the date such Participant’s employment is terminated."

To put in terms you can understand, unvested stock accelerates when the employee is termed within the next 2 years.

The SEC filing I see is here - http://investors.broadcom.com/phoenix.zhtml?c=203541&p=irol-sec

It includes a lot of documents - some from CA that apparently still carries forward - some from Broadcom. Again this is UNVESTED options / stocks...

From the CA doc...

Vesting and Forfeiture. Shares of Restricted Stock that have not yet vested shall be forfeited by a Participant upon the

Participant’s Termination of Employment for any reason other than death or Disability. Shares of Restricted Stock shall vest in approximately equal

annual installments over a three — year period after the end of the applicable Performance Cycle (or date of grant, in the case of Awards that are not

Qualified Performance Awards).

(ii) Acceleration of Vesting. Notwithstanding the foregoing, all Shares of Restricted Stock shall immediately vest upon the death

or Disability of the Participant.

But further down they have special language for 'Change in Control' . That one is a bit tricky. Because Broadcom is in fact honoring and assuming stock options (they swap CA stock with their Stock) it might not be valid / accelerated. I dont personally think Broadcom will pay out unvested options at termination

4.11 Change in Control. Subject to the last sentence of this paragraph, (a) except as otherwise determined by the Committee, if the Committee

determines that, in connection with a Change in Control, (x) the Common Stock of the Company (or of any direct or indirect parent entity) will not be

publicly traded or (y) any Award will not be honored or assumed, or new rights that substantially preserve the terms of such Award substituted therefor,

any outstanding Award then held by a Participant which is unexercisable or otherwise unvested or subject to lapse restrictions will automatically be

deemed exercisable or otherwise vested or no longer subject to lapse restrictions, as the case may be, as of the date of such Change in Control or (b) if

the Committee determines that, in connection with a Change in Control, (x) the Common Stock of the Company or of any direct or indirect parent

entity will be publicly traded and (y) any Award will be honored or assumed, or new rights that substantially preserve the terms of such Award

substituted therefore, if a Participant’s employment is terminated without Cause, or, solely for Participants who have an employment agreement with

the Company which defines “Good Reason” or who participate in the CIC Severance Policy immediately prior to the Merger Effective Time, for Good

Reason, within a 2-year period following such Change in Control, any outstanding Award then held by such Participant which is unexercisable or

otherwise unvested or subject to lapse restrictions will automatically be deemed exercisable or otherwise vested or no longer subject to lapse

restrictions, as the case may be, as of the date such Participant’s employment is terminated. Notwithstanding anything herein to the contrary, this

Section 4.11 shall not apply to (i) any Award that is an Annual Performance Bonus, whenever granted and (ii) any other Award granted on or after the

Merger Agreement Signing Date.

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@W0qsYH8-voe

Wrong. Typically companies will convert or cash out. Acceleration isn't all that uncommon in situations where there are massive layoffs which sounds like is happening w/ AVGO-CA deal. But keeping unvested options? I've literally never seen that in an m&a agreement.

Prior to the close, of CA let you go for any reason, invested stock was lost.

Starting November 5th 2018, for the next two years, if Broadcom let’s you go for any reason other than cause, the stock vests. To summarize

Term - stock vests (after paperwork is completed)

Transition - stock vests after end of transition

Stay - stock vests as Broadcom stock under normal schedule, any termination except cause accelerates

Divest - UNKNOWN

This summary is from Yammer and the SEC filing.

Usual to clear the books? What public traded company would choose to pay someone severance and then grant them unvested stock option money that the person would not have earned if they left on their own... no buddy, most public traded companies clear the book... by keeping unvested options and stocks

I do not know about rules after company is aquired. But I was part of CA lay-off a few years ago, and all my unvested options were lost. They had no accelator etc.

Also when CA themselves aquired companies , those that were termed also lost all unvested options and awards... Funny because my fidelity account still list the options by year, but they all were canceled. Broadcom could be different...

The same is not true for CA executives... all their options vest when they are let go

"never heard about CA accelerating stock option vesting, except if someone died"

CA doesn't exist anymore. Not sure why so many of you cling to the idea that this entity still exists.

None of this is exclusive to the Broadcom acquisition of CA. The act of accelerating a vesting schedule to "clear the books" (double trigger) is a common practice when dealing with restricted stock units. Non of this is unusual.

"Can you cut and paste the information from the Plan documentation that shows otherwise?"

LOL...you're f'ing kidding me, right?

This was answered on yammer many times. Your unvested stock accelerates using if you are terminated not for cause. Seriously this question must have been posted a dozen times or more.

Ha.. that sounds like the Executive Severance policy... Again I have never heard of CA making unvested Options Vest.... And the same is true for most public traded companies.

Can you cut and paste the information from the Plan documentation that shows otherwise?

It's right in the plan documentation, if you are fired without cause all options and your 401k vest immediately.

That is news. You always lost unvested options if you were let go. They provided a grace period to sell vested options.... never heard about CA accelerating stock option vesting, except if someone died

If you're let go/transitioned, vesting accelerates and you get paid for your options. If you stay, it's converted to AVGO stock and you're on the same vesting schedule