Exhibit
10.2
FORM OF RESTRICTED STOCK UNIT
AGREEMENT
UNDER THE CITRIX SYSTEMS,
INC.
2005 EQUITY INCENTIVE PLAN
Name of Awardee: [Name]
Award Date: [Date]
Number of Restricted Stock Units: [Number of
shares]
Pursuant to the Citrix Systems, Inc.
2005 Equity Incentive Plan (the “Plan”), Citrix
Systems, Inc. (the “Company”) hereby grants an Award
(as defined in the Plan) of Restricted Stock Units (as defined in
the Plan) to the awardee named above (the “Awardee”).
Upon execution of this agreement, the Awardee shall receive the
number of Restricted Stock Units specified above, subject to the
restrictions and conditions set forth herein and in the
Plan.
1. Vesting .
No portion of this Award may be
received until such portion shall have vested. Except as otherwise
provided herein, the Restricted Stock Units shall vest in
accordance with Schedule 1 hereto, provided in each case
that the Awardee is then, and since the Award Date has continuously
been, employed by the Company or its Affiliates.
2. Issuance of Stock
.
(a) Subject to determination of
attainment levels by the Compensation Committee, each vested
Restricted Stock Unit entitles Awardee to receive one share of the
Company’s Common Stock, par value $.001 per share (the
“Stock”), upon issuance on each Vesting Date for such
Restricted Stock Unit.
(b) As soon as practicable after the
Vesting Date, the Awardee’s name shall be entered as the
stockholder of record on the books and records of the Company with
respect to the Shares of Stock underlying the Restricted Stock
Units issued in accordance with Section 3(a) and upon
compliance to the satisfaction of the Compensation Committee with
all requirements under applicable laws or regulations in connection
with such issuance and with the requirements hereof and of the
Plan. The determination of the Compensation Committee as to such
compliance shall be final and binding on Awardee.
(c) Until such time as shares of
Stock have been issued to Awardee pursuant to Section 3(b)
above, and except as set forth in Section 3(d) below regarding
dividends and dividend equivalents, Awardee shall not have any
rights as a holder of the shares of Stock underlying this Award
including but not limited to voting rights.
(d) If on any date the Company shall
pay any dividend on shares of Stock of the Company, the number of
Restricted Stock Units credited to Awardee shall, as of such date,
be increased by an amount determined by the following
formula:
W = (X multiplied by Y) divided by
Z, where:
W = the number of additional
Restricted Stock Units to be credited to Awardee on such dividend
payment date;
1
X = the aggregate number of
Restricted Stock Units (whether vested or unvested) credited to
Awardee as of the record date of the dividend;
Y = the cash dividend per share
amount; and
Z = the Fair Market Value per share
of Stock (as determined under the Plan) on the dividend payment
date.
In the case of a dividend paid on
Stock in the form of Stock, including without limitation a
distribution of Stock by reason of a stock dividend, stock split or
otherwise, the number of Restricted Stock Units credited to Awardee
shall be increased by a number equal to the product of (i) the
aggregate number of Restricted Stock Units that have been awarded
to Awardee through the related dividend record date, and
(ii) the number of shares of Stock (including any fraction
thereof) payable as dividend on one share of Stock. In the case of
a dividend payable in property other than shares of Stock or cash,
the per share of Stock value of such dividend shall be determined
in good faith by the Board of Directors of the Company and shall be
converted to additional Restricted Stock Units based on the formula
above. Any additional R
