CITRIX SYSTEMS, INC. SECOND AMENDED AND RESTATED 1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

EXHIBIT 10.2

CITRIX SYSTEMS, INC.

SECOND AMENDED AND RESTATED

1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

1. PURPOSE. This Non-Qualified Stock Option Plan, to be known as the Second Amended and Restated 1995 Non-Employee Director Stock Option Plan (hereinafter, this “Plan”), is effective as of January 1, 2002 and is intended to promote the interests of Citrix Systems, Inc. (hereinafter, the Company”) by providing an inducement to obtain and retain the services of qualified persons who are not employees or officers of the Company to serve as members of its Board of Directors (the “Board”).

2. AVAILABLE SHARES. The total number of shares of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”) for which options may be granted under this Plan shall not exceed 3,600,000 shares (reflecting all adjustments under Section 10 of the Plan through January 31, 2002), subject to further adjustment in accordance with paragraph 10 of this Plan. Shares subject to this Plan are uthorized but unissued shares or shares that were once issued and subsequently reacquired by the Company. If any options granted under this Plan are surrendered before exercise or lapse without exercise, in whole or in part, the shares reserved therefor shall continue to be available under this Plan.

3. ADMINISTRATION. This Plan shall be administered by the Board or by a committee appointed by the Board (the “Committee”). In the event the Board fails to appoint or refrains from appointing a Committee, the Board shall have all power and authority to administer this Plan. In such event, the word “Committee” wherever used herein shall be deemed to mean the Board. The Committee shall, subject to the provisions of the Plan, have the power to construe this Plan, to determine all questions hereunder, and to adopt and amend such rules and regulations for the administration of this Plan as it may deem desirable. No member of the Board or the Committee shall be liable for any action or determination made in good faith with respect to this Plan or any option granted under it.

4. AUTOMATIC GRANT OF OPTIONS. Subject to the availability of shares under this Plan,

(a) each person who first becomes a member of the Board after the effective date of an initial public offering of the Company’s Common Stock and who is not an employee or officer of the Company (a “Non-Employee Director”) shall be automatically granted on the date such person becomes a member of the Board (the “Initial Grant Date”), without further action by the Board, an option to purchase 60,000 shares of the Common Stock (reflecting all adjustments under Section 10 of the Plan through January 31, 2002) (the “Initial Grant”), and

(b) each person who is a Non-Employee Director on the date of the Company’s Annual Meeting of Stockholders (during the term of this Plan) shall be automatically granted on the first day of the month immediately following such Annual Meeting of Stockholders (the “Annual Grant Date”) an option to

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purchase 20,000 shares of Common Stock (reflecting all adjustments under Section 10 of the Plan through January 31, 2002) (each, an “Annual Grant”); PROVIDED, HOWEVER:

(i) that solely with respect to the Annual Grants following the Company’s 2002 Annual Meeting of Stockholders, to equitably adjust calendar year 2002 grants, each 2002 Annual Grant shall be increased or decreased, depending on whether the anniversary of an incumbent Non-Employee Director’s grant pursuant to Section 4(a) of the Amended and Restated 1995 Non-Employee Director Stock Option Plan (each an “Old Initial Grant Date”) precedes or follows the 2002 Annual Grant Date, as the case may be, by a number as is obtained by multiplying 55 by the number of days that the anniversary in 2002 of the Old Initial Grant Date precedes or follows the 2002 Annual Grant Date (for avoidance of doubt, the Annual Grant on the 2002 Annual Grant Date shall constitute all stock option grants to which any Non-Employee Director may otherwise be entitled under the Plan in 2002); and

(ii) that no Annual Grant shall be granted to any Non-Employee Director in the same calendar year that such person received his or her Initial Grant.

The options to be granted under this paragraph 4 shall be the only options ever to be granted at any time to such member under this Plan.

5. OPTION PRICE. The purchase price of the stock covered by an option granted pursuant to this Plan shall be 100% of the fair market value of such shares on the day the option is granted. The option price will be subject to adjustment in accordance with the provisions of paragraph 10 of this Plan. For purposes of this Plan, if, at the time an option is granted under the Plan, the Company’s Common Stock is publicly traded, “fair market value” shall be determined as of the date of grant or, if the prices or quotes discussed in this sentence are unavailable for such date, the last business day for which the prices or quotes discussed in this sentence are available prior to the date such option is granted and shall mean (i) the average (on that date) of the high and low prices of the Common Stock on the principal national securities exchange on which the Common Stock is traded, if the Common Stock is then traded on a national securities exchange; or (ii) the last reported sale price (on that date) of the Common Stock on the Nasdaq Stock Market, if the Common Stock is not then traded on a national securities exchange; or (iii) the closing bid price (or average of bid prices) last quoted (on that date) by an established quotation service for over-the-counter securities, if the Common Stock is not reported on the Nasdaq Stock Market. However, if the Common Stock is not publicly traded at the time an option is granted under the Plan, “fair market value” shall be deemed to be the fair value of the Common Stock as determined by the Committee after taking into consideration all factors which it deems appropriate, including, without limitation, recent sale and offer prices of the Common Stock in private transactions negotiated at arm’s length.

6. PERIOD OF OPTION. Unless sooner terminated in accordance with the provisions of paragraph 8 of this Plan, an option granted hereunder shall expire on the date which is ten (10) years after the date of grant of the option.

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7. VESTING OF SHARES AND NON-TRANSFERABILITY OF OPTIONS. Options granted under this Plan shall not be exercisable until they become vested.

(a) VESTING OF SHARES

(i) Options granted under Section 4(a) of this Plan shall vest in the optionee and thus become exercisable as follows, provided that the optionee has continuously served as a member of the Board through such vesting date:

(ii) Options granted under Section 4(b) of this Plan shall vest in the optionee and thus become exercisable at a rate of 8.33% per month until fully exercisable, provided that the optionee has continuously served as a member of the Board through such vesting date.

The number of shares as to which options may be exercised shall be cumulative, so that once the option shall become exercisable as to any shares it shall continue to be exercisable as to said shares, until expiration or termination of the