Exhibit 10.4
C ITRIX S YSTEMS ,
I NC .
2000 D IRECTOR AND O FFICER S TOCK O PTION AND I NCENTIVE P LAN
N ON -Q UALIFIED S TOCK O PTION A GREEMENT
Citrix Systems, Inc. (the “
Company ”) hereby grants the following stock option
pursuant to its 2000 Director and Officer Stock Option and
Incentive Plan. The terms and conditions attached hereto are also a
part hereof.
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Name of option holder (the “
Participant ”):
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Date of this option grant:
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Number of shares of the
Company’s Common
Stock subject to this option
(“ Option Shares ”):
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Option exercise price per share:
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Number, if any, of Option Shares
that may be
purchased on or after grant
date:
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Number of Option Shares subject to vesting
schedule:
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Vesting Start Date:
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Vesting Schedule
:
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One year from
Vesting Start Date:
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[an additional]
shares
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Two years from
Vesting Start Date:
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an additional
shares
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Three years
from Vesting Start Date:
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an additional
shares
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Four years from
Vesting Start Date:
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all remaining
shares
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Payment alternatives (specify any or all
of
Section 7(a)(i) though
(iv):
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CITRIX
SYSTEMS, INC.
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Signature of
Participant
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By:
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Name of
Officer:
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Street
Address
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Title:
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City/State/Zip
Code
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CITRIX SYSTEMS, INC.
N ON -Q UALIFIED S TOCK O PTION A GREEMENT — I NCORPORATED T ERMS AND C ONDITIONS
1. Grant Under Plan . This
option is granted pursuant to and is governed by the
Company’s 2000 Director and Officer Stock Option and
Incentive Plan (the “ Plan ”) and, unless the
context otherwise requires, terms used herein shall have the same
meaning as in the Plan.
2. Grant as Non-Qualified Stock
Option . This option is a non-statutory stock option and is not
intended to qualify as an incentive stock option under Section 422
of the Internal Revenue Code of 1986, as amended, and the
regulations thereunder (the “ Code
”).
3. Vesting of Option if Business
Relationship Continues . The Participant may exercise this
option on or after the date of this option grant for the number of
shares of Common Stock, if any, indicated on the cover page hereof.
If the Participant has continued to serve the Company or any
Subsidiary in the capacity of an employee, officer, director,
advisor or consultant (such service is described herein as
maintaining or being involved in a “Business Relationship
with the Company”) through the dates listed on the vesting
schedule set forth on the cover page hereof, the Participant may
exercise this option for the additional number of shares of Common
Stock set opposite the applicable vesting date. Notwithstanding the
foregoing, the Board may, in its discretion, accelerate the date
that any installment of this option becomes exercisable. The
foregoing rights are cumulative and (subject to Sections 4 or 5
hereof if the Participant’s Business Relationship with the
Company terminates) may be exercised only before the date which is
ten years from the date of this option grant.
4. Termination of Business
Relationship .
(a) Termination Other Than for
Cause . If the Participant’s Business Relationship with
the Company is terminated, other than by reason of death or
disability as defined in Section 5 or termination for Cause as
defined in Section 4(c), no further installments of this option
shall become exercisable, and this option may no longer be
exercised after the passage of three months from the date the
Participant’s Business Relationship with the Company
terminates, but in no event later than the scheduled expiration
date. For purposes hereof, Participant’s Business
Relationship with the Company shall not be considered as having
terminated during any leave of absence if such leave of absence has
been approved in writing by the Company and if such written
approval contractually obligates the Company to continue the
Participant’s Business Relationship with the Company after
the approved period of absence. In the event of such an approved
leave of absence, vesting of this option shall be suspended (and
the period of the leave of absence shall be added to all vesting
dates) unless otherwise provided in the Company’s written
approval of the leave of absence. This option shall not be affected
by any change of Business Relationship within or among the Company
and its Subsidiaries so long as the Participant continuously
maintains his Business Relationship with the Company or any
Subsidiary.
(b) Termination for Cause .
If Participant’s Business Relationship with the Company is
terminated for Cause (as defined in Section 4(c)), this option
shall no longer be exercised upon the Participant’s receipt
of written notice of such termination.
(c) Definition of Cause .
“ Cause ” shall mean conduct involving one or
more of the following: (i) the substantial and continuing failure
of the Participant, after notice thereof, to render services to the
Company in accordance with the terms or requirements of his or her
Business Relationship with the Company; (ii) disloyalty, gross
negligence, willful misconduct, dishonesty, fraud or breach of
fiduciary duty to the Company; (iii) deliberate disregard of the
rules or policies of the Company, or breach of an agreement with
the Company, which results in direct or indirect loss, damage or
injury to the Company; (iv) the unauthorized disclosure of any
trade secret or confidential information of the Company; or (v) the
commission of an act which constitutes unfair competition with the
Company or which induces any customer or supplier to breach a
contract with the Company.
5. Death; Disability
.
(a) Death . If the
Participant is a natural person who dies during the course of his
or her Business Relationship with the Company, this option may be
exercised, to the extent otherwise exercisable on the date of his
or her death, by the Participant’s estate, personal
representative or beneficiary to whom this option has been
transferred pursuant to Section 10, only at any time within 180
days after the date of death, but not later than the scheduled
expiration date.
(b) Disability . If the
Participant is a natural person whose Business Relationship with
the Company is terminated by reason of his or her disability, this
option may be exercised, to the extent otherwise exercisable on the
date of cessation of Participant’s Business Relationship with
the Company, only at any time within 180 days after such cessation
of Participant’s Business Relationship with the Company, but
not later than the scheduled expiration date. For purposes hereof,
“ disability ” means “ permanent and
total disability ” as defined in Section 22(e)(3) of the
Code.
6. Partial Exercise . This
option may be exercised in part at any time and from time to time
wi
