The Islandia, New York, company said it would appeal against the decision and that its compensation committee "reaffirmed its support" for the 1995 compensation plan that made the stock awards to president Sanjay Kumar, chief executive officer Charles Wang and executive vice president Russell Artzt.

Wang said in a company press note: "Sanjay, Russ (Artzt) and I remain as committed as ever to the business of taking CA, its employees, shareholders and clients successful. While the ruling is disappointing, it will in no way distract us from delivering the results that will maintain CA's leadership in our industry." Judge Myron Steele of the Delware Chancery Court ruled that the 1995 compensation plan awarded only a specified number of shares to the three key executives, but did not stipulate the adjustment of the stock awards to reflect stock splits. Steele asked the three executive to return 9.5 million shares to the company. Willem F.P. de Vogel, the chairman of CA's compensation committee, said the compensation plan had intended to reward the three executives with stock awards worth about 3.75 per cent of the value of the company, if the value of the company rose by $17.4 billion.

The three executives were awarded a total of 20.25 million shares last year after CA's stock price stayed above the split-adjusted target of $53.33 for 60 days in a 12-month period, among other things. The CA stock has thrice split three-for-two since the compensation plan was offered to the three executives. But the CA stock price plunged 31 per cent soon after, triggering angry reactions from shareholders who contended that the key executives withheld vital information about a slowdown in the company's business on account of the Year 2000 problem.

Under the plan, Wang was to receive 60 per cent of the stock awards, Kumar 30 per cent and Artzt 10 per cent.