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.

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, COO Charles Wang was to receive 60 per centof the stock awards, president Sanjay Kumar 30 per cent and executive VP Russell Artzt 10 per cent. The three cannot sell all their stock for seven years due to a lock-in provision. As per the court order, Kumar will have to return to CA about 2.85 million shares of the six million he received last year.

The 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 Wang, Kumar and Artzt.

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.